AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996
                                                 REGISTRATION NO. 33-__________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            --------------------
                                  Form S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                            --------------------
                                 PACIFICORP
           (Exact name of registrant as specified in its charter)
                            --------------------

               OREGON                               93-9246090
    (STATE OR OTHER JURISDICTION                   (IRS EMPLOYER
  OF INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

    700 NE Multnomah, Suite 1600
          Portland, Oregon                             97232
        (Address of Principal                       (Zip Code)
         Executive Offices)
                            --------------------


                      1996 RESTRICTED STOCK AGREEMENTS
                 BETWEEN PACIFICORP AND CERTAIN EXECUTIVES
                          (FULL TITLE OF THE PLAN)

                             RICHARD T. O'BRIEN
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                 PACIFICORP
                        700 NE MULTNOMAH, SUITE 1600
                             PORTLAND, OR 97232
                  (NAME AND ADDRESS OF AGENT FOR SERVICE)

              TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
                        FOR SERVICE: (503) 731-2000

                                  COPY TO:

                             JOHN M. SCHWEITZER
                              STOEL RIVES LLP
                        700 NE MULTNOMAH, SUITE 1600
                           PORTLAND, OREGON 97232
<PAGE>
                              CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
                                               Proposed         Proposed
                                                Maximum          Maximum        Amount
                               Amount          Offering         Aggregate         of
   Title of Securities          to Be          Price Per        Offering     Registration
    to Be Registered         Registered        Share(1)         Price(1)          Fee
-----------------------------------------------------------------------------------------
<S>                         <C>                  <C>          <C>                <C> 
      Common Stock          19,942 Shares        $20.75       $413,797           $143
=========================================================================================
<FN>
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933. The
      calculation of the registration fee is based on $20.75, which was the
      average of the high and low prices of the Common Stock on March 5,
      1996, as reported in The Wall Street Journal for New York Stock
      Exchange listed securities.
</TABLE>


<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.   Incorporation of Documents By Reference.
          ---------------------------------------

          The following documents filed by PacifiCorp (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

               (a) The Company's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or
         the latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act of 1933 that contains audited financial statements
         for the Company's latest fiscal year for which such statements
         have been filed.

               (b) All other reports filed pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the annual report or prospectus referred to
         in (a) above.

               (c) The description of the common stock of the Company
         contained in the Company's registration under Section 12 of the
         Securities Exchange Act of 1934, including any amendment or report
         updating such description.

          All reports and other documents subsequently filed by the
Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.   Description of Securities.
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Company's Second Restated Articles of Incorporation, as
amended ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require
the Company to indemnify directors and officers to the fullest extent not
prohibited by law. The right to and amount of indemnification will be
ultimately subject to determination by a court that indemnification in the
circumstances presented is consistent with public policy considerations and
other provisions of law. It is likely, however, that the Restated Articles
would require indemnification at least to the extent that indemnification
is authorized by the Oregon Business Corporation Act ("OBCA"). The effect
of the OBCA is summarized as follows:

          (a) The OBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding, other than an action by or in the right of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred, provided
the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. Indemnification is
not permitted in connection with a 

                                    II-1
<PAGE>
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of nolo contendere or its equivalent is not, of itself, determinative
that the person did not meet the prescribed standard of conduct.

          (b)  The OBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the reasonable expenses (including attorneys' fees)
incurred, if the person concerned acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification may be granted if such person
is adjudged to be liable to the Company unless permitted by a court.

          (c)  Under the OBCA, the Company may not indemnify a person in
respect of a proceeding described in (a) or (b) above unless it is
determined that indemnification is permissible because the person has met
the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority vote of a
committee of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel selected by the Board of
Directors or the committee thereof, as described in (i) and (ii) above, or
(iv) by the shareholders. Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be determined as
specified in any one of (i) through (iv) above, except that if the
determination of such indemnification's permissibility is made by special
counsel then the determination of the reasonableness of such expenses is to
be made by those entitled to select special counsel. Indemnification can
also be ordered by a court if the court determines that indemnification is
fair in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b) above is
entitled to be indemnified as a matter of right against reasonable expenses
incurred in connection with the proceeding.

          (d)  Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the
final disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of the director's or officer's good
faith belief that he or she has met the prescribed standard of conduct, and
(ii) a written undertaking to repay the advance if it is ultimately
determined that such person did not meet the standard of conduct.

          The rights of indemnification described above are not exclusive
of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of
directors, or otherwise. Resolutions adopted by the Company's Board of
Directors require the Company to indemnify directors and officers of the
Company to the fullest extent permitted by law and are intended to create
an obligation to indemnify to the fullest extent a court may find to be
consistent with public policy considerations.

          The Company has directors' and officers' liability insurance
coverage which insures officers and directors of the Company against
certain liabilities.

Item 7.   Exemption From Registration Claimed.
          -----------------------------------

          Not Applicable.

                                    II-2
<PAGE>
Item 8.   Exhibits.
          --------

(4)(a)   Second Restated Articles of Incorporation of the Company, as amended.
         Incorporated by reference to Exhibit (3)a, Form 10-K for the fiscal 
         year ended December 31, 1992, File No. 1-5152.

(4)(b)   Bylaws of the Company as amended May 10, 1995. Incorporated by
         reference to Exhibit (3)b, Form 10-K for the fiscal year ended
         December 31, 1993, File No. 1-5152.

(23)     Consent of Deloitte & Touche.
(24)     Powers of Attorney.

Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration
      statement:

                   (i)  To include any prospectus required by section 10(a)(3)
            of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration
            statement;

                 (iii)  To include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such
            information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      by the registrant pursuant to section 13 or section 15(d) of the
      Securities Exchange Act of 1934 that are incorporated by reference in
      the registration statement.

              (2) That, for the purpose of determining any liability under
      the Securities Act, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time
      shall be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act


                                    II-3
<PAGE>
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                    II-4
<PAGE>
                                 SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
February 23, 1996.

                                    PACIFICORP


                                    By FREDERICK W. BUCKMAN
                                       ----------------------------------------
                                       Frederick W. Buckman
                                       President and Chief
                                       Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons on
February 23, 1996 in the capacities indicated.

               SIGNATURE                TITLE

      *FREDERICK W. BUCKMAN             President, Chief Executive Officer
-----------------------------------     and Director
       Frederick W. Buckman


      *RICHARD T. O'BRIEN               Senior Vice President and Chief
-----------------------------------     Financial Officer (also Chief 
       Richard T. O'Brien               Accounting Officer)


      *KATHRYN A. BRAUN                 Director
-----------------------------------
       Kathryn A. Braun


      *C. TODD CONOVER                  Director
-----------------------------------
       C. Todd Conover


      *RICHARD C. EDGLEY                Director
-----------------------------------
       Richard C. Edgley


      *NOLAN E. KARRAS                  Director
-----------------------------------
       Nolan E. Karras


      *KEITH R. McKENNON                Director
-----------------------------------
       Keith R. McKennon
          (CHAIRMAN)


      *ROBERT G. MILLER                 Director
-----------------------------------
       Robert G. Miller

                                    II-5
<PAGE>
      *VERL R. TOPHAM                   Director
-----------------------------------
       Verl R. Topham


      *DON M. WHEELER                   Director
-----------------------------------
       Don M. Wheeler


      *NANCY WILGENBUSCH                Director
-----------------------------------
       Nancy Wilgenbusch


      *PETER I. WOLD                    Director
-----------------------------------
       Peter I. Wold

*By  FREDERICK W. BUCKMAN
    -------------------------------
     Frederick W. Buckman
     (ATTORNEY-IN-FACT)


                                    II-6
<PAGE>
                               EXHIBIT INDEX


                                                                  Sequential
Exhibit                                                              Page
Number           Document Description                               Number
-------          --------------------                             ----------

(4)(a)           Second Restated Articles of Incorporation of the Company,
                 as amended.  Incorporated by reference to Exhibit (3)a,
                 Form 10-K for the fiscal year ended December 31, 1992,
                 File No. 1-5152.

(4)(b)           Bylaws of the Company, as amended May 10, 995.
                 Incorporated by reference to Exhibit (3)b, Form 10-K for
                 the fiscal year ended December 31, 1993, File No. 1-5152.

(23)             Consent of Deloitte & Touche LLP.

(24)             Powers of Attorney.


                                    II-6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18826}]
{"company-data": {"conformed-name": "PACIFICORP /OR/", "cik": "0000075594", "assigned-sic": "4931", "irs-number": "930246090", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01545", "film-number": "96532410"}, "business-address": {"street1": "700 NE MULTNOMAH STE 1600", "city": "PORTLAND", "state": "OR", "zip": "97232", "phone": "5037312000"}, "former-company": [{"former-conformed-name": "PACIFICORP /ME/", "date-changed": "19890628"}, {"former-conformed-name": "PC/UP&L MERGING CORP", "date-changed": "19890628"}]}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 7, 1996
                                                 REGISTRATION NO. 33-__________
===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                            --------------------
                                  Form S-8
                           REGISTRATION STATEMENT
                                   Under
                         THE SECURITIES ACT OF 1933
                            --------------------
                                 PACIFICORP
           (Exact name of registrant as specified in its charter)
                            --------------------

               OREGON                               93-9246090
    (STATE OR OTHER JURISDICTION                   (IRS EMPLOYER
  OF INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)

    700 NE Multnomah, Suite 1600
          Portland, Oregon                             97232
        (Address of Principal                       (Zip Code)
         Executive Offices)
                            --------------------

                      1996 RESTRICTED STOCK AGREEMENTS
                 BETWEEN PACIFICORP AND CERTAIN EXECUTIVES
                          (FULL TITLE OF THE PLAN)

                             RICHARD T. O'BRIEN
             SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                 PACIFICORP
                        700 NE MULTNOMAH, SUITE 1600
                             PORTLAND, OR 97232
                  (NAME AND ADDRESS OF AGENT FOR SERVICE)

              TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
                        FOR SERVICE: (503) 731-2000

                                  COPY TO:

                             JOHN M. SCHWEITZER
                              STOEL RIVES LLP
                        700 NE MULTNOMAH, SUITE 1600
                           PORTLAND, OREGON 97232
CALCULATION OF REGISTRATION FEE
=========================================================================================
                                               Proposed         Proposed
                                                Maximum          Maximum        Amount
                               Amount          Offering         Aggregate         of
   Title of Securities          to Be          Price Per        Offering     Registration
    to Be Registered         Registered        Share(1)         Price(1)          Fee
-----------------------------------------------------------------------------------------
Common Stock          19,942 Shares        $20.75       $413,797           $143
=========================================================================================
(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act of 1933. The
      calculation of the registration fee is based on $20.75, which was the
      average of the high and low prices of the Common Stock on March 5,
      1996, as reported in The Wall Street Journal for New York Stock
      Exchange listed securities.
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents By Reference.
          ---------------------------------------

          The following documents filed by PacifiCorp (the "Company")
with the Securities and Exchange Commission are incorporated herein by
reference:

               (a) The Company's latest annual report filed pursuant to
         Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or
         the latest prospectus filed pursuant to Rule 424(b) under the
         Securities Act of 1933 that contains audited financial statements
         for the Company's latest fiscal year for which such statements
         have been filed.

               (b) All other reports filed pursuant to Section 13(a) or
         15(d) of the Securities Exchange Act of 1934 since the end of the
         fiscal year covered by the annual report or prospectus referred to
         in (a) above.

               (c) The description of the common stock of the Company
         contained in the Company's registration under Section 12 of the
         Securities Exchange Act of 1934, including any amendment or report
         updating such description.

          All reports and other documents subsequently filed by the
Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold
or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.

Item 4.   Description of Securities.
          -------------------------

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

          Not applicable.

Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

          The Company's Second Restated Articles of Incorporation, as
amended ("Restated Articles"), and Bylaws, as amended ("Bylaws"), require
the Company to indemnify directors and officers to the fullest extent not
prohibited by law. The right to and amount of indemnification will be
ultimately subject to determination by a court that indemnification in the
circumstances presented is consistent with public policy considerations and
other provisions of law. It is likely, however, that the Restated Articles
would require indemnification at least to the extent that indemnification
is authorized by the Oregon Business Corporation Act ("OBCA"). The effect
of the OBCA is summarized as follows:

          (a) The OBCA permits the Company to grant a right of
indemnification in respect of any pending, threatened or completed action,
suit or proceeding, other than an action by or in the right of the Company,
against expenses (including attorneys' fees), judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred, provided
the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. Indemnification is
not permitted in connection with a 

                                    II-1
proceeding in which a person is adjudged liable on the basis that personal
benefit was improperly received unless indemnification is permitted by a
court upon a finding that the person is fairly and reasonably entitled to
indemnification in view of all of the relevant circumstances. The
termination of a proceeding by judgment, order, settlement, conviction or
plea of nolo contendere or its equivalent is not, of itself, determinative
that the person did not meet the prescribed standard of conduct.

          (b)  The OBCA permits the Company to grant a right of
indemnification in respect of any proceeding by or in the right of the
Company against the reasonable expenses (including attorneys' fees)
incurred, if the person concerned acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the Company, except that no indemnification may be granted if such person
is adjudged to be liable to the Company unless permitted by a court.

          (c)  Under the OBCA, the Company may not indemnify a person in
respect of a proceeding described in (a) or (b) above unless it is
determined that indemnification is permissible because the person has met
the prescribed standard of conduct by any one of the following: (i) the
Board of Directors, by a majority vote of a quorum consisting of directors
not at the time parties to the proceeding, (ii) if a quorum of directors
not parties to the proceeding cannot be obtained, by a majority vote of a
committee of two or more directors not at the time parties to the
proceeding, (iii) by special legal counsel selected by the Board of
Directors or the committee thereof, as described in (i) and (ii) above, or
(iv) by the shareholders. Authorization of the indemnification and
evaluation as to the reasonableness of expenses are to be determined as
specified in any one of (i) through (iv) above, except that if the
determination of such indemnification's permissibility is made by special
counsel then the determination of the reasonableness of such expenses is to
be made by those entitled to select special counsel. Indemnification can
also be ordered by a court if the court determines that indemnification is
fair in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits or
otherwise, in defense of a proceeding described in (a) or (b) above is
entitled to be indemnified as a matter of right against reasonable expenses
incurred in connection with the proceeding.

          (d)  Under the OBCA, the Company may pay for or reimburse the
reasonable expenses incurred in defending a proceeding in advance of the
final disposition thereof if the director or officer receiving the advance
furnishes (i) a written affirmation of the director's or officer's good
faith belief that he or she has met the prescribed standard of conduct, and
(ii) a written undertaking to repay the advance if it is ultimately
determined that such person did not meet the standard of conduct.

          The rights of indemnification described above are not exclusive
of any other rights of indemnification to which officers or directors may
be entitled under any statute, agreement, vote of shareholders, action of
directors, or otherwise. Resolutions adopted by the Company's Board of
Directors require the Company to indemnify directors and officers of the
Company to the fullest extent permitted by law and are intended to create
an obligation to indemnify to the fullest extent a court may find to be
consistent with public policy considerations.

          The Company has directors' and officers' liability insurance
coverage which insures officers and directors of the Company against
certain liabilities.

Item 7.   Exemption From Registration Claimed.
          -----------------------------------

          Not Applicable.

                                    II-2
Item 8.   Exhibits.
          --------

(4)(a)   Second Restated Articles of Incorporation of the Company, as amended.
         Incorporated by reference to Exhibit (3)a, Form 10-K for the fiscal 
         year ended December 31, 1992, File No. 1-5152.

(4)(b)   Bylaws of the Company as amended May 10, 1995. Incorporated by
         reference to Exhibit (3)b, Form 10-K for the fiscal year ended
         December 31, 1993, File No. 1-5152.

(23)     Consent of Deloitte & Touche.
(24)     Powers of Attorney.

Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

              (1) To file, during any period in which offers or sales are
      being made, a post-effective amendment to this registration
      statement:

                   (i)  To include any prospectus required by section 10(a)(3)
            of the Securities Act;

                  (ii)  To reflect in the prospectus any facts or events
            arising after the effective date of the registration statement
            (or the most recent post-effective amendment thereof) which,
            individually or in the aggregate, represent a fundamental
            change in the information set forth in the registration
            statement;

                 (iii)  To include any material information with respect to
            the plan of distribution not previously disclosed in the
            registration statement or any material change to such
            information in the registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed
      by the registrant pursuant to section 13 or section 15(d) of the
      Securities Exchange Act of 1934 that are incorporated by reference in
      the registration statement.

              (2) That, for the purpose of determining any liability under
      the Securities Act, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
      offered therein, and the offering of such securities at that time
      shall be deemed to be the initial bona fide offering thereof.

              (3) To remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold
      at the termination of the offering.

         (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

         (c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act

                                    II-3
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

                                    II-4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Portland, State of Oregon, on
February 23, 1996.

                                    PACIFICORP

                                    By FREDERICK W. BUCKMAN
                                       ----------------------------------------
                                       Frederick W. Buckman
                                       President and Chief
                                       Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, the
registration statement has been signed by the following persons on
February 23, 1996 in the capacities indicated.

               SIGNATURE                TITLE

      *FREDERICK W. BUCKMAN             President, Chief Executive Officer
-----------------------------------     and Director
       Frederick W. Buckman

      *RICHARD T. O'BRIEN               Senior Vice President and Chief
-----------------------------------     Financial Officer (also Chief 
       Richard T. O'Brien               Accounting Officer)

      *KATHRYN A. BRAUN                 Director
-----------------------------------
       Kathryn A. Braun

      *C. TODD CONOVER                  Director
-----------------------------------
       C. Todd Conover

      *RICHARD C. EDGLEY                Director
-----------------------------------
       Richard C. Edgley

      *NOLAN E. KARRAS                  Director
-----------------------------------
       Nolan E. Karras

      *KEITH R. McKENNON                Director
-----------------------------------
       Keith R. McKennon
          (CHAIRMAN)

      *ROBERT G. MILLER                 Director
-----------------------------------
       Robert G. Miller

                                    II-5
*VERL R. TOPHAM                   Director
-----------------------------------
       Verl R. Topham

      *DON M. WHEELER                   Director
-----------------------------------
       Don M. Wheeler

      *NANCY WILGENBUSCH                Director
-----------------------------------
       Nancy Wilgenbusch

      *PETER I. WOLD                    Director
-----------------------------------
       Peter I. Wold

*By  FREDERICK W. BUCKMAN
    -------------------------------
     Frederick W. Buckman
     (ATTORNEY-IN-FACT)

                                    II-6
EXHIBIT INDEX

                                                                  Sequential
Exhibit                                                              Page
Number           Document Description                               Number
-------          --------------------                             ----------

(4)(a)           Second Restated Articles of Incorporation of the Company,
                 as amended.  Incorporated by reference to Exhibit (3)a,
                 Form 10-K for the fiscal year ended December 31, 1992,
                 File No. 1-5152.

(4)(b)           Bylaws of the Company, as amended May 10, 995.
                 Incorporated by reference to Exhibit (3)b, Form 10-K for
                 the fiscal year ended December 31, 1993, File No. 1-5152.

(23)             Consent of Deloitte & Touche LLP.

(24)             Powers of Attorney.

                                    II-6