AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 21, 1999
                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                                  IDACORP, Inc.
             (Exact name of registrant as specified in its charter)


             Idaho                                             82-0505802
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)
                              --------------------
                             1221 West Idaho Street
                             Boise, Idaho 83702-5627
          (Address, including zip code, of principal executive offices)

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

                    Idaho Power Company Employee Savings Plan
                            (Full title of the plan)


<TABLE>
<S>                            <C>                                     <C>
      Jan B. Packwood                        J. LaMont Keen                   Robert W. Stahman, Esq.
         President                Senior Vice President-Administration    Vice President, General Counsel
and Chief Executive Officer           and Chief Financial Officer                  and Secretary
       IDACORP, Inc.                         IDACORP, Inc.                         IDACORP, Inc.
  1221 West Idaho Street                 1221 West Idaho Street                1221 West Idaho Street
  Boise, Idaho 83702-5627               Boise, Idaho 83702-5627               Boise, Idaho 83702-5627
      (208) 388-2200                         (208) 388-2200                        (208) 388-2200
</TABLE>

                    (Names, addresses and telephone numbers,
                  including area codes, of agents for service)
                              --------------------

                                   Copies to:
                            Elizabeth W. Powers, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-8000
                              --------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                            <C>                      <C>                   <C>                    <C>
                                                          Proposed maxi         Proposed maxi
Title of securities to be        Amount to be             mum offering          mum aggregate        Amount of
registered (1)                   registered (2)           price per unit (3)    offering price (3)   registration fee
-------------------------------  ------------------------ --------------------  -------------------  -------------------
Common stock, no par value           1,000,000 shares     $29.84375             $29,843,750          $8,297
Preferred share purchase             1,000,000 rights           -----               ------              ------
rights (4)
-------------------------------  ------------------------ --------------------  -------------------  -------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Employee Savings Plan.
(2)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration  statement also covers any additional securities to be offered
     or issued in  connection  with a stock  split,  stock  dividend  or similar
     transaction.
(3)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant  to Rule  457(h),  based on the  average  of the high and low sale
     prices  of the  Company's  common  stock as  reported  in the  consolidated
     reporting system on October 14, 1999.
(4)  Since no separate  consideration  is paid for the preferred  share purchase
     rights, the registration fee is included in the common stock fee.

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



<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     1.  IDACORP's  Annual  Report on Form 10-K for the year ended  December 31,
1998.

     2.  IDACORP's  Quarterly  Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999.

     3. The description of IDACORP's common stock contained in the
registration statement on Form 8-A, dated October 20, 1999;

     4. The  description  of the preferred  share purchase  rights  contained in
IDACORP's  registration  statement on Form 8-A,  dated  September  15, 1998,  as
amended by Form 8-A/A, dated October 20, 1999; and

     5. The Idaho Power Company Employee Savings Plan Annual Report on Form 11-K
for the year ended December 31, 1998.

     All documents  subsequently  filed by IDACORP or the Employee  Savings Plan
under Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
before  IDACORP files a  post-effective  amendment that indicates all securities
offered have been sold or that  deregisters  all  securities  that have not been
sold, shall be deemed  incorporated by reference in the  registration  statement
and to be a part hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     Robert W. Stahman,  Esq., Vice President,  General Counsel and Secretary of
the  Company,  and  LeBoeuf,  Lamb,  Greene & MacRae,  L.L.P.  have given  their
opinions on the legality of the common stock and the  preferred  share  purchase
rights offered pursuant to this registration statement.  LeBoeuf, Lamb, Greene &
MacRae,  L.L.P.  relied upon the  opinion of Mr.  Stahman as to matters of Idaho
law.

     As of October 1, 1999,  Mr.  Stahman owned 19,250 shares of IDACORP  common
stock.

Item 6.   Indemnification of Directors and Officers.

     Sections 30-1-850 et seq. of the Idaho Business Corporation Act provide for
indemnification   of   IDACORP's   directors   and  officers  in  a  variety  of
circumstances.

     Article VIII of IDACORP's Articles of Incorporation,  as amended,  provides
that IDACORP shall  indemnify its directors and officers  against  liability and
expenses and shall advance  expenses to its directors and officers in connection
with any proceeding to the fullest extent permitted by the Idaho Business


                                      II-1

<PAGE>



Corporation  Act as now in effect or as it may be  amended or  substituted  from
time to time.  Article VI of the Amended Bylaws of IDACORP provides that IDACORP
shall have the power to purchase  insurance on behalf of any director,  officer,
employee  or  agent  against  liability  and  expenses  in  connection  with any
proceeding,  to the extent  permitted under  applicable law.  Article VI further
provides  that  IDACORP  may  enter  into  indemnification  agreements  with any
director,  officer,  employee  or  agent  to  the  extent  permitted  under  any
applicable law.

     IDACORP has  liability  insurance  protecting  its  directors  and officers
against liability by reason of their being or having been directors or officers.
In  addition,  IDACORP  has entered  into  indemnification  agreements  with its
directors  and  officers to provide for  indemnification  to the maximum  extent
permitted by law.

Item 8.   Exhibits.


<TABLE>
<CAPTION>
Exhibit        File Number              As Exhibit

<S>            <C>                     <C>            <C>
*2             333-48031                2              -Agreement and Plan of Exchange,
                                                       between IDACORP, Inc. and Idaho
                                                       Power Company, dated as of
                                                       February 2, 1998.

*4(a)          33-56071                 3(d)           -Articles of Share Exchange of
                                                       IDACORP, Inc., as filed with
                                                       the Secretary of State
                                                       of Idaho on September 29, 1998.

*4(b)          333-64737                3.1            -Articles of Incorporation of
                                                       IDACORP, Inc.

*4(c)          333-64737                3.2            -Articles of Amendment to
                                                       Articles of Incorporation of
                                                       IDACORP, Inc., as filed with
                                                       the Secretary of State
                                                       of Idaho on March 9, 1998.

*4(d)          333-00139                3(b)           -Articles of Amendment to
                                                       Articles of Incorporation of
                                                       IDACORP, Inc., as amended,
                                                       creating A Series Preferred
                                                       Stock, without par value, as
                                                       filed with the Secretary of
                                                       State of Idaho on September 17,
                                                       1998.

*4(e)          1-14465                  3(h)           -Amended Bylaws of IDACORP,
               Form 10-Q for                           Inc., as of July 8, 1999.
               quarter ended
               6/30/99

*4(f)          1-14465                  4              -Rights Agreement, dated as of
               Form 8-K                                September 10, 1998, between
               dated                                   IDACORP, Inc. and The Bank of
               September 15,                           New York, as Rights Agent.
               1998



                                       I-2

<PAGE>



Exhibit        File Number              As Exhibit

5(a)                                                   -Opinion and consent of Robert
                                                       W. Stahman, Esq.

5(b)                                                   -Opinion and consent of
                                                       LeBoeuf, Lamb, Greene & MacRae, L.L.P.

15                                                     -Letter from Deloitte & Touche
                                                       LLP regarding unaudited interim
                                                       financial information.

23                                                     -Consent of Deloitte & Touche LLP.

24                                                     -Power of Attorney (included
                                                       on the signature page hereof).
</TABLE>

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

*Previously filed and incorporated herein by reference.

     The Company  undertakes  that it will submit or has  submitted the Employee
Savings Plan and any  amendments  thereto to the Internal  Revenue  Service in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Employee  Savings Plan under Section 401 of the Internal  Revenue
Code.

Item 9.   Undertakings.

   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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective 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;



                                      II-3

<PAGE>



provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and 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 that remain unsold at the termination of the
offering.

     (4) 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 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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     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  provisions  described  under  Item  6  above,  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 Act 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 Act and will
be governed by the final adjudication of such issue.


                                      II-4

<PAGE>



                                POWER OF ATTORNEY

     Each director  and/or officer of the issuer whose  signature  appears below
hereby authorizes any agent for service named in this Registration  Statement to
execute in the name of each such  person,  and to file with the  Securities  and
Exchange   Commission,   any  and  all  amendments,   including   post-effective
amendments,  to the  Registration  Statement,  and  appoints  any such agent for
service  as  attorney-in-fact  to sign in his  behalf  individually  and in each
capacity  stated  below  and  file  any  such  amendments  to  the  Registration
Statement,  and the issuer and the Idaho Power  Company  Employee  Savings  Plan
hereby confer like authority to sign and file on their behalf.

                                   SIGNATURES

     The Registrant. 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 Boise and  State of Idaho,  on the 20th day of
October, 1999.


                                               IDACORP, Inc.


                                               By /s/ Jan B. Packwood
                                                  Jan B. Packwood
                                                  President and Chief
                                                  Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

<TABLE>
<CAPTION>
Signature                                      Title                                      Date


<S>                                           <C>                                <C>
/s/ Jon H. Miller                              Chairman of the                    October 20, 1999
---------------------                          Board
(Jon H. Miller)




/s/ Jan B. Packwood                            President,                         October 20, 1999
---------------------                          Chief Executive
(Jan B. Packwood)                              Officer and Director



                                      II-5

<PAGE>



Signature                                      Title                                      Date


/s/ J. LaMont Keen                             Senior Vice                        October 20, 1999
---------------------                          President -
(J. LaMont Keen)                               Administration
                                               and Chief
                                               Financial Officer
                                               (Principal
                                               Financial Officer)



/s/ Darrel T. Anderson                         Vice President -                   October 20, 1999
-----------------------                        Finance and
(Darrel T. Anderson)                           Treasurer
                                               (Principal
                                               Accounting
                                               Officer)


/s/ Rotchford L. Barker                        Director                           October 20, 1999
-----------------------
(Rotchford L. Barker)


/s/ Robert D. Bolinder                         Director                           October 20, 1999
---------------------
(Robert D. Bolinder)



/s/ Roger L. Breezley                          Director                           October 20, 1999
---------------------
(Roger L. Breezley)



/s/ John B. Carley                             Director                           October 20, 1999
---------------------
(John B. Carley)



/s/ Peter T. Johnson                           Director                           October 20, 1999
----------------------
(Peter T. Johnson)



/s/ Jack K. Lemley                             Director                           October 20, 1999
---------------------
(Jack K. Lemley)



/s/ Evelyn Loveless                            Director                           October 20, 1999
---------------------
(Evelyn Loveless)



                                      II-6

<PAGE>




Signature                                      Title                                      Date



/s/ Peter S. O'Neill                           Director                           October 20, 1999
---------------------
(Peter S. O'Neill)



/s/ Robert A. Tinstman                         Director                           October 20, 1999
-----------------------
(Robert A. Tinstman)

</TABLE>














                                      II-7

<PAGE>




     The Plan.  Pursuant to the requirement of the Securities Act of 1933, Idaho
Power  Company as the Plan  Administrator  of the Idaho Power  Company  Employee
Savings  Plan has duly caused this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Boise and
State of Idaho, on the 20th day of October, 1999.



                                               IDAHO POWER COMPANY
                                               EMPLOYEE SAVINGS PLAN



                                               By /s/ Jan B. Packwood
                                                  Jan B. Packwood
                                                  President and Chief
                                                  Executive Officer















                                      II-8

<PAGE>



                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit          File Number                  As Exhibit                                                 Page

<S>              <C>                         <C>           <C>
*2               333-48031                    2             -Agreement and Plan of
                                                            Exchange, between
                                                            IDACORP, Inc. and Idaho
                                                            Power Company, dated as
                                                            of February 2, 1998.

*4(a)            33-56071                     3(d)          -Articles of Share
                                                            Exchange of IDACORP,
                                                            Inc., as filed with the
                                                            Secretary of State of
                                                            Idaho on September 29,
                                                            1998.

*4(b)            333-64737                    3.1           -Articles of
                                                            Incorporation of
                                                            IDACORP, Inc.

*4(c)            333-64737                    3.2           -Articles of Amendment
                                                            to Articles of
                                                            Incorporation of
                                                            IDACORP, Inc., as filed
                                                            with the Secretary of
                                                            State of Idaho on
                                                            March 9, 1998.

*4(d)            333-00139                    3(b)          -Articles of Amendment
                                                            to Articles of
                                                            Incorporation of
                                                            IDACORP, Inc., as
                                                            amended, creating A
                                                            Series Preferred Stock,
                                                            without par value, as
                                                            filed with the
                                                            Secretary of State of
                                                            Idaho on September 17,
                                                            1998.

*4(e)            1-14465                      3(h)          -Amended Bylaws of
                 Form 10-Q for                              IDACORP, Inc., as of
                 quarter ended                              July 8, 1999.
                 6/30/99

*4(f)            1-14465                      4             -Rights Agreement,
                 Form 8-K                                   dated as of
                 dated                                      September 10, 1998,
                 September 15,                              between IDACORP, Inc.
                 1998                                       and The Bank of New
                                                            York, as Rights Agent.

5(a)                                                        -Opinion and consent of
                                                            Robert W. Stahman, Esq.

5(b)                                                        -Opinion and consent
                                                            of LeBoeuf, Lamb,
                                                            Greene & MacRae,
                                                            L.L.P.




<PAGE>



Exhibit          File Number                  As Exhibit                                                 Page

15                                                          -Letter from Deloitte &
                                                            Touche LLP regarding
                                                            unaudited interim
                                                            financial information.

23                                                          -Consent of Deloitte &
                                                            Touche LLP.

24                                                          -Power of Attorney
                                                            (included on the
                                                            signature page hereof).
</TABLE>

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

*Previously filed and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 27404}]
{"company-data": {"conformed-name": "IDACORP INC", "cik": "0001057877", "assigned-sic": "4911", "state-of-incorporation": "ID", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-89445", "film-number": "99731560"}, "business-address": {"street1": "1221 WEST IDAHO STREET", "city": "BOISE", "state": "ID", "zip": "83702-5627", "phone": "2083882200"}, "mail-address": {"street1": "1221 WEST IDAHO STREET", "city": "BOISE", "state": "ID", "zip": "83702-5627"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON October 21, 1999
                                                     Registration No. 333-
--------------------------------------------------------------------------------

                       Securities and Exchange Commission
                             Washington, D.C. 20549
                                 ---------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 ---------------
                                  IDACORP, Inc.
             (Exact name of registrant as specified in its charter)

             Idaho                                             82-0505802
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                            Identification No.)
                              --------------------
                             1221 West Idaho Street
                             Boise, Idaho 83702-5627
          (Address, including zip code, of principal executive offices)

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

                    Idaho Power Company Employee Savings Plan
                            (Full title of the plan)
Jan B. Packwood                        J. LaMont Keen                   Robert W. Stahman, Esq.
         President                Senior Vice President-Administration    Vice President, General Counsel
and Chief Executive Officer           and Chief Financial Officer                  and Secretary
       IDACORP, Inc.                         IDACORP, Inc.                         IDACORP, Inc.
  1221 West Idaho Street                 1221 West Idaho Street                1221 West Idaho Street
  Boise, Idaho 83702-5627               Boise, Idaho 83702-5627               Boise, Idaho 83702-5627
      (208) 388-2200                         (208) 388-2200                        (208) 388-2200
(Names, addresses and telephone numbers,
                  including area codes, of agents for service)
                              --------------------

                                   Copies to:
                            Elizabeth W. Powers, Esq.
                     LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                              125 West 55th Street
                            New York, New York 10019
                                 (212) 424-8000
                              --------------------

                         CALCULATION OF REGISTRATION FEE
Proposed maxi         Proposed maxi
Title of securities to be        Amount to be             mum offering          mum aggregate        Amount of
registered (1)                   registered (2)           price per unit (3)    offering price (3)   registration fee
-------------------------------  ------------------------ --------------------  -------------------  -------------------
Common stock, no par value           1,000,000 shares     $29.84375             $29,843,750          $8,297
Preferred share purchase             1,000,000 rights           -----               ------              ------
rights (4)
-------------------------------  ------------------------ --------------------  -------------------  -------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the Employee Savings Plan.
(2)  In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this
     registration  statement also covers any additional securities to be offered
     or issued in  connection  with a stock  split,  stock  dividend  or similar
     transaction.
(3)  Estimated  solely for the  purposes of  calculating  the  registration  fee
     pursuant  to Rule  457(h),  based on the  average  of the high and low sale
     prices  of the  Company's  common  stock as  reported  in the  consolidated
     reporting system on October 14, 1999.
(4)  Since no separate  consideration  is paid for the preferred  share purchase
     rights, the registration fee is included in the common stock fee.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated herein by reference:

     1.  IDACORP's  Annual  Report on Form 10-K for the year ended  December 31,
1998.

     2.  IDACORP's  Quarterly  Reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999.

     3. The description of IDACORP's common stock contained in the
registration statement on Form 8-A, dated October 20, 1999;

     4. The  description  of the preferred  share purchase  rights  contained in
IDACORP's  registration  statement on Form 8-A,  dated  September  15, 1998,  as
amended by Form 8-A/A, dated October 20, 1999; and

     5. The Idaho Power Company Employee Savings Plan Annual Report on Form 11-K
for the year ended December 31, 1998.

     All documents  subsequently  filed by IDACORP or the Employee  Savings Plan
under Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
before  IDACORP files a  post-effective  amendment that indicates all securities
offered have been sold or that  deregisters  all  securities  that have not been
sold, shall be deemed  incorporated by reference in the  registration  statement
and to be a part hereof from the date of filing of such documents.

Item 5.   Interests of Named Experts and Counsel.

     Robert W. Stahman,  Esq., Vice President,  General Counsel and Secretary of
the  Company,  and  LeBoeuf,  Lamb,  Greene & MacRae,  L.L.P.  have given  their
opinions on the legality of the common stock and the  preferred  share  purchase
rights offered pursuant to this registration statement.  LeBoeuf, Lamb, Greene &
MacRae,  L.L.P.  relied upon the  opinion of Mr.  Stahman as to matters of Idaho
law.

     As of October 1, 1999,  Mr.  Stahman owned 19,250 shares of IDACORP  common
stock.

Item 6.   Indemnification of Directors and Officers.

     Sections 30-1-850 et seq. of the Idaho Business Corporation Act provide for
indemnification   of   IDACORP's   directors   and  officers  in  a  variety  of
circumstances.

     Article VIII of IDACORP's Articles of Incorporation,  as amended,  provides
that IDACORP shall  indemnify its directors and officers  against  liability and
expenses and shall advance  expenses to its directors and officers in connection
with any proceeding to the fullest extent permitted by the Idaho Business

                                      II-1
Corporation  Act as now in effect or as it may be  amended or  substituted  from
time to time.  Article VI of the Amended Bylaws of IDACORP provides that IDACORP
shall have the power to purchase  insurance on behalf of any director,  officer,
employee  or  agent  against  liability  and  expenses  in  connection  with any
proceeding,  to the extent  permitted under  applicable law.  Article VI further
provides  that  IDACORP  may  enter  into  indemnification  agreements  with any
director,  officer,  employee  or  agent  to  the  extent  permitted  under  any
applicable law.

     IDACORP has  liability  insurance  protecting  its  directors  and officers
against liability by reason of their being or having been directors or officers.
In  addition,  IDACORP  has entered  into  indemnification  agreements  with its
directors  and  officers to provide for  indemnification  to the maximum  extent
permitted by law.

Item 8.   Exhibits.
Exhibit        File Number              As Exhibit
*2             333-48031                2              -Agreement and Plan of Exchange,
                                                       between IDACORP, Inc. and Idaho
                                                       Power Company, dated as of
                                                       February 2, 1998.

*4(a)          33-56071                 3(d)           -Articles of Share Exchange of
                                                       IDACORP, Inc., as filed with
                                                       the Secretary of State
                                                       of Idaho on September 29, 1998.

*4(b)          333-64737                3.1            -Articles of Incorporation of
                                                       IDACORP, Inc.

*4(c)          333-64737                3.2            -Articles of Amendment to
                                                       Articles of Incorporation of
                                                       IDACORP, Inc., as filed with
                                                       the Secretary of State
                                                       of Idaho on March 9, 1998.

*4(d)          333-00139                3(b)           -Articles of Amendment to
                                                       Articles of Incorporation of
                                                       IDACORP, Inc., as amended,
                                                       creating A Series Preferred
                                                       Stock, without par value, as
                                                       filed with the Secretary of
                                                       State of Idaho on September 17,
                                                       1998.

*4(e)          1-14465                  3(h)           -Amended Bylaws of IDACORP,
               Form 10-Q for                           Inc., as of July 8, 1999.
               quarter ended
               6/30/99

*4(f)          1-14465                  4              -Rights Agreement, dated as of
               Form 8-K                                September 10, 1998, between
               dated                                   IDACORP, Inc. and The Bank of
               September 15,                           New York, as Rights Agent.
               1998

                                       I-2
Exhibit        File Number              As Exhibit

5(a)                                                   -Opinion and consent of Robert
                                                       W. Stahman, Esq.

5(b)                                                   -Opinion and consent of
                                                       LeBoeuf, Lamb, Greene & MacRae, L.L.P.

15                                                     -Letter from Deloitte & Touche
                                                       LLP regarding unaudited interim
                                                       financial information.

23                                                     -Consent of Deloitte & Touche LLP.

24                                                     -Power of Attorney (included
                                                       on the signature page hereof).
------------------------------------

*Previously filed and incorporated herein by reference.

     The Company  undertakes  that it will submit or has  submitted the Employee
Savings Plan and any  amendments  thereto to the Internal  Revenue  Service in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Employee  Savings Plan under Section 401 of the Internal  Revenue
Code.

Item 9.   Undertakings.

   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.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume of  securities  offered (if the total  dollar  value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent no more than a 20 percent change in the maximum  aggregate
     offering price set forth in the "Calculation of Registration  Fee" table in
     the effective 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;

                                      II-3
provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
registration  statement is on Form S-3, Form S-8 or Form F-3 and 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 that remain unsold at the termination of the
offering.

     (4) 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 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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     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  provisions  described  under  Item  6  above,  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 Act 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 Act and will
be governed by the final adjudication of such issue.

                                      II-4
POWER OF ATTORNEY

     Each director  and/or officer of the issuer whose  signature  appears below
hereby authorizes any agent for service named in this Registration  Statement to
execute in the name of each such  person,  and to file with the  Securities  and
Exchange   Commission,   any  and  all  amendments,   including   post-effective
amendments,  to the  Registration  Statement,  and  appoints  any such agent for
service  as  attorney-in-fact  to sign in his  behalf  individually  and in each
capacity  stated  below  and  file  any  such  amendments  to  the  Registration
Statement,  and the issuer and the Idaho Power  Company  Employee  Savings  Plan
hereby confer like authority to sign and file on their behalf.

                                   SIGNATURES

     The Registrant. 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 Boise and  State of Idaho,  on the 20th day of
October, 1999.

                                               IDACORP, Inc.

                                               By /s/ Jan B. Packwood
                                                  Jan B. Packwood
                                                  President and Chief
                                                  Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.
Signature                                      Title                                      Date
/s/ Jon H. Miller                              Chairman of the                    October 20, 1999
---------------------                          Board
(Jon H. Miller)

/s/ Jan B. Packwood                            President,                         October 20, 1999
---------------------                          Chief Executive
(Jan B. Packwood)                              Officer and Director

                                      II-5
Signature                                      Title                                      Date

/s/ J. LaMont Keen                             Senior Vice                        October 20, 1999
---------------------                          President -
(J. LaMont Keen)                               Administration
                                               and Chief
                                               Financial Officer
                                               (Principal
                                               Financial Officer)

/s/ Darrel T. Anderson                         Vice President -                   October 20, 1999
-----------------------                        Finance and
(Darrel T. Anderson)                           Treasurer
                                               (Principal
                                               Accounting
                                               Officer)

/s/ Rotchford L. Barker                        Director                           October 20, 1999
-----------------------
(Rotchford L. Barker)

/s/ Robert D. Bolinder                         Director                           October 20, 1999
---------------------
(Robert D. Bolinder)

/s/ Roger L. Breezley                          Director                           October 20, 1999
---------------------
(Roger L. Breezley)

/s/ John B. Carley                             Director                           October 20, 1999
---------------------
(John B. Carley)

/s/ Peter T. Johnson                           Director                           October 20, 1999
----------------------
(Peter T. Johnson)

/s/ Jack K. Lemley                             Director                           October 20, 1999
---------------------
(Jack K. Lemley)

/s/ Evelyn Loveless                            Director                           October 20, 1999
---------------------
(Evelyn Loveless)

                                      II-6
Signature                                      Title                                      Date

/s/ Peter S. O'Neill                           Director                           October 20, 1999
---------------------
(Peter S. O'Neill)

/s/ Robert A. Tinstman                         Director                           October 20, 1999
-----------------------
(Robert A. Tinstman)
II-7
The Plan.  Pursuant to the requirement of the Securities Act of 1933, Idaho
Power  Company as the Plan  Administrator  of the Idaho Power  Company  Employee
Savings  Plan has duly caused this  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of Boise and
State of Idaho, on the 20th day of October, 1999.

                                               IDAHO POWER COMPANY
                                               EMPLOYEE SAVINGS PLAN

                                               By /s/ Jan B. Packwood
                                                  Jan B. Packwood
                                                  President and Chief
                                                  Executive Officer

                                      II-8
EXHIBIT INDEX
Exhibit          File Number                  As Exhibit                                                 Page
*2               333-48031                    2             -Agreement and Plan of
                                                            Exchange, between
                                                            IDACORP, Inc. and Idaho
                                                            Power Company, dated as
                                                            of February 2, 1998.

*4(a)            33-56071                     3(d)          -Articles of Share
                                                            Exchange of IDACORP,
                                                            Inc., as filed with the
                                                            Secretary of State of
                                                            Idaho on September 29,
                                                            1998.

*4(b)            333-64737                    3.1           -Articles of
                                                            Incorporation of
                                                            IDACORP, Inc.

*4(c)            333-64737                    3.2           -Articles of Amendment
                                                            to Articles of
                                                            Incorporation of
                                                            IDACORP, Inc., as filed
                                                            with the Secretary of
                                                            State of Idaho on
                                                            March 9, 1998.

*4(d)            333-00139                    3(b)          -Articles of Amendment
                                                            to Articles of
                                                            Incorporation of
                                                            IDACORP, Inc., as
                                                            amended, creating A
                                                            Series Preferred Stock,
                                                            without par value, as
                                                            filed with the
                                                            Secretary of State of
                                                            Idaho on September 17,
                                                            1998.

*4(e)            1-14465                      3(h)          -Amended Bylaws of
                 Form 10-Q for                              IDACORP, Inc., as of
                 quarter ended                              July 8, 1999.
                 6/30/99

*4(f)            1-14465                      4             -Rights Agreement,
                 Form 8-K                                   dated as of
                 dated                                      September 10, 1998,
                 September 15,                              between IDACORP, Inc.
                 1998                                       and The Bank of New
                                                            York, as Rights Agent.

5(a)                                                        -Opinion and consent of
                                                            Robert W. Stahman, Esq.

5(b)                                                        -Opinion and consent
                                                            of LeBoeuf, Lamb,
                                                            Greene & MacRae,
                                                            L.L.P.
Exhibit          File Number                  As Exhibit                                                 Page

15                                                          -Letter from Deloitte &
                                                            Touche LLP regarding
                                                            unaudited interim
                                                            financial information.

23                                                          -Consent of Deloitte &
                                                            Touche LLP.

24                                                          -Power of Attorney
                                                            (included on the
                                                            signature page hereof).
------------------------------------

*Previously filed and incorporated herein by reference.