As filed with the Securities and Exchange Commission on February 9, 1998

                                        Registration Statement No. 333-_________
================================================================================

                       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                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

                                ---------------

                         PacifiCorp Stock Incentive Plan
                      (formerly 1996 Stock Retention Plan)
                            (Full title of the plan)

                               Richard T. O'Brien
                Senior Vice President and Chief Financial Officer
                                   PacifiCorp
                          700 NE Multnomah, Suite 1600
                             Portland, Oregon 97232
                     (Name and address of agent for service)

                                 (503) 731-2000
          (Telephone number, including area code, of agent for service)

                                ---------------

       It is respectfully requested that the Commission send copies of all
                     notices, orders and communications to:

                            John M. Schweitzer, Esq.
                                 Stoel Rives LLP
                           700 NE Multnomah, Suite 950
                           Portland, Oregon 97232-4109
                                 (503) 872-4821
<PAGE>
<TABLE>
<CAPTION>
                         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
-----------------------------------------------------------------------------------------------------------------------
  <S>                            <C>                         <C>                    <C>                     <C>       
  Common Stock                   11,500,000 Shares           $23.2813               $267,734,950            $78,981.81
=======================================================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The
     calculation of the registration fee is based on $23.2813, which was the
     average of the high and low prices of the registrant's Common Stock on
     February 2, 1998, 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, an Oregon corporation (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 filed for the purpose of
     updating such description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold
hereunder, 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 Third Restated Articles of Incorporation ("Restated
Articles"), and Bylaws, as amended ("Bylaws"), require the Company to indemnify
directors and officers to

                                      II-1
<PAGE>
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 threatened, pending 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 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 is made by special legal counsel, then the authorization of
indemnification and evaluation of the reasonableness of such expenses is to be
made by those entitled to select special legal counsel. Indemnification can also
be ordered by a court if the court determines that indemnification is fair and
reasonable in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits

                                      II-2
<PAGE>
or otherwise, in the 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
the Company (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.

Item 8. Exhibits.
        --------

(4)(a)    Third Restated Articles of Incorporation of the Company. Incorporated
          by reference to Exhibit (3)a, Form 10-K for the fiscal year ended
          December 31, 1996, File No. 1-5152.

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

(5)       Opinion of Stoel Rives LLP.

(15)      Letter re Unaudited Interim Financial Information.

(23)(a)   Consent of Deloitte & Touche LLP.

(23)(b)   Consent of Stoel Rives LLP (included in Exhibit 5).

                                      II-3
<PAGE>
(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 of 1933;

               (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 with or furnished
     to the Securities and Exchange Commission 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 of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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

                                      II-4
<PAGE>
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 of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
<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 6, 1998.

                                       PACIFICORP


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


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on February 6,
1998 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 Accounting
        Richard T. O'Brien             Officer)


      *W. CHARLES ARMSTRONG            Director
----------------------------------
       W. Charles Armstrong


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


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

                                      II-6
<PAGE>
        *NOLAN E. KARRAS               Director
----------------------------------
         Nolan E. Karras


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


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


        *ALAN K. SIMPSON               Director
----------------------------------
         Alan K. Simpson


         *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-7
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number             Document Description
-------            --------------------

(4)(a)             Third Restated Articles of Incorporation
                   of the Company. Incorporated by reference
                   to Exhibit (3)a, Form 10-K for the fiscal
                   year ended December 31, 1996, File No.
                   1-5152.

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

(5)                Opinion of Stoel Rives LLP.

(15)               Letter re Unaudited Interim Financial
                   Information.

(23)(a)            Consent of Deloitte & Touche LLP.

(23)(b)            Consent of Stoel Rives LLP (included in
                   Exhibit 5).

(24)               Powers of Attorney.

                            II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20045}]
{"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": "333-45851", "film-number": "98525712"}, "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 February 9, 1998

                                        Registration Statement No. 333-_________
================================================================================

                       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                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

                                ---------------

                         PacifiCorp Stock Incentive Plan
                      (formerly 1996 Stock Retention Plan)
                            (Full title of the plan)

                               Richard T. O'Brien
                Senior Vice President and Chief Financial Officer
                                   PacifiCorp
                          700 NE Multnomah, Suite 1600
                             Portland, Oregon 97232
                     (Name and address of agent for service)

                                 (503) 731-2000
          (Telephone number, including area code, of agent for service)

                                ---------------

       It is respectfully requested that the Commission send copies of all
                     notices, orders and communications to:

                            John M. Schweitzer, Esq.
                                 Stoel Rives LLP
                           700 NE Multnomah, Suite 950
                           Portland, Oregon 97232-4109
                                 (503) 872-4821
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                   11,500,000 Shares           $23.2813               $267,734,950            $78,981.81
=======================================================================================================================

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rule 457(c) and (h) under the Securities Act of 1933. The
     calculation of the registration fee is based on $23.2813, which was the
     average of the high and low prices of the registrant's Common Stock on
     February 2, 1998, 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, an Oregon corporation (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 filed for the purpose of
     updating such description.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment to this
registration statement which indicates that all securities offered hereunder
have been sold, or which deregisters all securities then remaining unsold
hereunder, 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 Third Restated Articles of Incorporation ("Restated
Articles"), and Bylaws, as amended ("Bylaws"), require the Company to indemnify
directors and officers to

                                      II-1
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 threatened, pending 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 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 is made by special legal counsel, then the authorization of
indemnification and evaluation of the reasonableness of such expenses is to be
made by those entitled to select special legal counsel. Indemnification can also
be ordered by a court if the court determines that indemnification is fair and
reasonable in view of all of the relevant circumstances. Notwithstanding the
foregoing, every person who has been wholly successful, on the merits

                                      II-2
or otherwise, in the 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
the Company (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.

Item 8. Exhibits.
        --------

(4)(a)    Third Restated Articles of Incorporation of the Company. Incorporated
          by reference to Exhibit (3)a, Form 10-K for the fiscal year ended
          December 31, 1996, File No. 1-5152.

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

(5)       Opinion of Stoel Rives LLP.

(15)      Letter re Unaudited Interim Financial Information.

(23)(a)   Consent of Deloitte & Touche LLP.

(23)(b)   Consent of Stoel Rives LLP (included in Exhibit 5).

                                      II-3
(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 of 1933;

               (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 with or furnished
     to the Securities and Exchange Commission 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 of 1933, 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 of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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

                                      II-4
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 of 1933 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 of 1933 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
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 6, 1998.

                                       PACIFICORP

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

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on February 6,
1998 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 Accounting
        Richard T. O'Brien             Officer)

      *W. CHARLES ARMSTRONG            Director
----------------------------------
       W. Charles Armstrong

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

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

                                      II-6
*NOLAN E. KARRAS               Director
----------------------------------
         Nolan E. Karras

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

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

        *ALAN K. SIMPSON               Director
----------------------------------
         Alan K. Simpson

         *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-7
EXHIBIT INDEX

Exhibit
Number             Document Description
-------            --------------------

(4)(a)             Third Restated Articles of Incorporation
                   of the Company. Incorporated by reference
                   to Exhibit (3)a, Form 10-K for the fiscal
                   year ended December 31, 1996, File No.
                   1-5152.

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

(5)                Opinion of Stoel Rives LLP.

(15)               Letter re Unaudited Interim Financial
                   Information.

(23)(a)            Consent of Deloitte & Touche LLP.

(23)(b)            Consent of Stoel Rives LLP (included in
                   Exhibit 5).

(24)               Powers of Attorney.

                            II-8