As filed with the Securities and Exchange Commission on October 1, 1998.

                                                      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 of principal executive office, including zip code)
                               ------------------


                           1994 Restricted Stock Plan
                            (Full title of the plan)
                               ------------------





        Joseph W. Marshall                            J. LaMont Keen
    Chairman of the Board and            Vice President, Chief Financial Officer
     Chief Executive Officer                          and Treasurer
          IDACORP, Inc.                               IDACORP, Inc.
      1221 West Idaho Street                      1221 West Idaho Street
     Boise, Idaho 83702-5627                     Boise, Idaho 83702-5627
           208-388-2200                                208-388-2200

     Robert W. Stahman, Esq.                  Elizabeth W. Powers, Esq.
 Vice President, General Counsel                LeBoeuf, Lamb, Greene
         and Secretary                             & MacRae, L.L.P.
          IDACORP, Inc.                          125 West 55th Street
      1221 West Idaho Street                   New York, New York 10019
     Boise, Idaho 83702-5627                         212-424-8000
           208-388-2200

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


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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                            <C>                 <C>                      <C>                   <C> 

         Title of each                                 Proposed maximum       Proposed maximum
      class of securities          Amount to be         offering price       aggregate offering          Amount of
      to be registered(1)          registered(2)         per share(3)             price(3)           registration fee

Common Stock, without par value       314 ,114              $32.625              $10,247,969               $3024
                                      shares
- -------------------------------  ----------------- ----------------------- -----------------------  -------------------
Preferred Share Purchase Rights       314,114               ------                 ------                ------(1)
                                      rights
===============================  ================= ======================= =======================  ===================
</TABLE>

(1) Each  share of  Common  Stock  will  have  associated  with it one  right to
purchase one  one-hundredth  of a share of the  Company's  preferred  stock at a
stipulated price in certain  circumstances.  No separate  consideration  will be
received for the Preferred Share Purchase Rights.

(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)  Determined  on the basis of the average of the high and low sale prices for
Idaho Power Company  common stock on September 24, 1998,  solely for the purpose
of calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933.

================================================================================
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference:

     1.  Idaho  Power  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1997.

     2. Idaho Power  Company's  Quarterly  Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.

     3. Idaho Power Company's Current Report on Form 8-K, dated October 1, 1998.

     4. The  description  of  IDACORP's  Common  Stock  contained  in the  Proxy
Statement  and  Prospectus  and  Registration  Statement  on Form S-4,  File No.
333-48031.

     5. The  description  of the Preferred  Share Purchase  Rights  contained in
IDACORP's Registration Statement on Form 8-A, dated September 15, 1998.

     6.  IDACORP's  Current  Reports on Form 8-K,  dated  September 15, 1998 and
October 1, 1998.

     All documents  filed by IDACORP 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  incorporated by
reference  and will be a part of this  filing  from the date that  document  was
filed.

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 of the IDACORP 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, 1998,  Mr.  Stahman owned 17,459 shares of IDACORP  Common
Stock.


                                      II-1

<PAGE>



Item 6.  Indemnification of Officers and Directors.

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

     Article VIII of the Company's  Restated Articles of Incorporation  provides
that the Company 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 Act as now
in effect or as it may be amended or substituted  from time to time.  Article VI
of the Amended  Bylaws of the Company  provides  that the Company 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 the
Company may enter into  indemnification  agreements with any director,  officer,
employee or agent to the extent permitted under any applicable law.

     The Company has liability  insurance  protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition,  the Company intends to enter 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,
                                               dated as of February 2, 1998.

*3(a)       333-48031            3(a)          -Restated Articles of
                                               Incorporation of IDACORP, Inc.

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

*3(c)       333-48031            3(c)          -Amended Bylaws of IDACORP,
                                               Inc., as of September 10, 1998.

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


                                      II-2

<PAGE>



Exhibit     File Number          As Exhibit

*4          Form 8-K             4             -Rights Agreement, dated as of
            dated                              September 10, 1998, between
            September 15,                      IDACORP, Inc. and The Bank of
            1998                               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.

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.

Item 9.  Undertakings.

   The Company 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

                                      II-3

<PAGE>



   Registration  Statement  or any material change  to such  information  in the
   Registration Statement;

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 Company  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  Company'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
Company  pursuant to the provisions  described under Item 6 above, or otherwise,
the Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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 the 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 hereby confers like authority to sign and file on its
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 30th day of
September, 1998.


                                        IDACORP, Inc.


                                        By /s/ Joseph W. Marshall
                                           Joseph W. Marshall
                                           Chairman of the Board
                                           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/Joseph W. Marshall            Chairman of the              September 30, 1998
(Joseph W. Marshall)             Board and Chief 
                                 Executive Officer

/s/Jan B. Packwood               President, Chief             September 30, 1998
(Jan B. Packwood)                Operating Officer
                                 and Director


                                      II-5

<PAGE>



Signature                        Title                        Date

/s/J. LaMont Keen                Vice President,              September 30, 1998
(J. LaMont Keen)                 Chief Financial
                                 Officer and Treasurer
                                 (Principal Financial
                                 and Accounting Officer)

                                 Director
(Robert D. Bolinder)

/s/Roger L. Breezley             Director                     September 30, 1998
(Roger L. Breezley)

                                 Director
(John B. Carley)

/s/Peter T. Johnson              Director                     September 30, 1998
(Peter T. Johnson)

                                 Director
(Jack K. Lemley)

/s/Evelyn Loveless               Director                     September 30, 1998
(Evelyn Loveless)

/s/Jon H. Miller                 Director                     September 30, 1998
(Jon H. Miller)

/s/Peter S. O'Neill              Director                     September 30, 1998
(Peter S. O'Neill)

/s/Gene C. Rose                  Director                     September 30, 1998
(Gene C. Rose)

/s/Phil Soulen                   Director                     September 30, 1998
(Phil Soulen)



                                      II-6

<PAGE>



                                  EXHIBIT INDEX


Exhibit      File Number            As Exhibit                              Page

*2           333-48031              2           -Agreement and Plan of
                                                Exchange, dated as of
                                                February 2, 1998.

*3(a)        333-48031              3(a)        -Restated Articles of
                                                Incorporation of
                                                IDACORP, Inc.

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

*3(c)        333-48031              3(c)        -Amended Bylaws of
                                                IDACORP, Inc., as of
                                                September 10, 1998.

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

*4           Form 8-K               4           -Rights Agreement,
             dated                              dated as of
             September 15,                      September 10, 1998,
             1998                               between IDACORP, Inc.
                                                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.

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

23                                              -Consent of Deloitte &
                                                Touche LLP.


<PAGE>



Exhibit      File Number            As Exhibit                              Page
24                                              -Power of Attorney
                                                (included on the
                                                signature page hereof).

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

*Previously filed and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 21637}]
{"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", "file-number": "333-65157", "film-number": "98719124"}, "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 1, 1998.

                                                      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 of principal executive office, including zip code)
                               ------------------

                           1994 Restricted Stock Plan
                            (Full title of the plan)
                               ------------------

        Joseph W. Marshall                            J. LaMont Keen
    Chairman of the Board and            Vice President, Chief Financial Officer
     Chief Executive Officer                          and Treasurer
          IDACORP, Inc.                               IDACORP, Inc.
      1221 West Idaho Street                      1221 West Idaho Street
     Boise, Idaho 83702-5627                     Boise, Idaho 83702-5627
           208-388-2200                                208-388-2200

     Robert W. Stahman, Esq.                  Elizabeth W. Powers, Esq.
 Vice President, General Counsel                LeBoeuf, Lamb, Greene
         and Secretary                             & MacRae, L.L.P.
          IDACORP, Inc.                          125 West 55th Street
      1221 West Idaho Street                   New York, New York 10019
     Boise, Idaho 83702-5627                         212-424-8000
           208-388-2200

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

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

                         CALCULATION OF REGISTRATION FEE
Title of each                                 Proposed maximum       Proposed maximum
      class of securities          Amount to be         offering price       aggregate offering          Amount of
      to be registered(1)          registered(2)         per share(3)             price(3)           registration fee

Common Stock, without par value       314 ,114              $32.625              $10,247,969               $3024
                                      shares
- -------------------------------  ----------------- ----------------------- -----------------------  -------------------
Preferred Share Purchase Rights       314,114               ------                 ------                ------(1)
                                      rights
===============================  ================= ======================= =======================  ===================
(1) Each  share of  Common  Stock  will  have  associated  with it one  right to
purchase one  one-hundredth  of a share of the  Company's  preferred  stock at a
stipulated price in certain  circumstances.  No separate  consideration  will be
received for the Preferred Share Purchase Rights.

(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)  Determined  on the basis of the average of the high and low sale prices for
Idaho Power Company  common stock on September 24, 1998,  solely for the purpose
of calculating the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933.

================================================================================
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents are incorporated by reference:

     1.  Idaho  Power  Company's  Annual  Report on Form 10-K for the year ended
December 31, 1997.

     2. Idaho Power  Company's  Quarterly  Reports on Form 10-Q for the quarters
ended March 31, 1998 and June 30, 1998.

     3. Idaho Power Company's Current Report on Form 8-K, dated October 1, 1998.

     4. The  description  of  IDACORP's  Common  Stock  contained  in the  Proxy
Statement  and  Prospectus  and  Registration  Statement  on Form S-4,  File No.
333-48031.

     5. The  description  of the Preferred  Share Purchase  Rights  contained in
IDACORP's Registration Statement on Form 8-A, dated September 15, 1998.

     6.  IDACORP's  Current  Reports on Form 8-K,  dated  September 15, 1998 and
October 1, 1998.

     All documents  filed by IDACORP 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  incorporated by
reference  and will be a part of this  filing  from the date that  document  was
filed.

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 of the IDACORP 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, 1998,  Mr.  Stahman owned 17,459 shares of IDACORP  Common
Stock.

                                      II-1
Item 6.  Indemnification of Officers and Directors.

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

     Article VIII of the Company's  Restated Articles of Incorporation  provides
that the Company 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 Act as now
in effect or as it may be amended or substituted  from time to time.  Article VI
of the Amended  Bylaws of the Company  provides  that the Company 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 the
Company may enter into  indemnification  agreements with any director,  officer,
employee or agent to the extent permitted under any applicable law.

     The Company has liability  insurance  protecting its directors and officers
against liability by reason of their being or having been directors or officers.
In addition,  the Company intends to enter 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,
                                               dated as of February 2, 1998.

*3(a)       333-48031            3(a)          -Restated Articles of
                                               Incorporation of IDACORP, Inc.

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

*3(c)       333-48031            3(c)          -Amended Bylaws of IDACORP,
                                               Inc., as of September 10, 1998.

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

                                      II-2
Exhibit     File Number          As Exhibit

*4          Form 8-K             4             -Rights Agreement, dated as of
            dated                              September 10, 1998, between
            September 15,                      IDACORP, Inc. and The Bank of
            1998                               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.

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.

Item 9.  Undertakings.

   The Company 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

                                      II-3
Registration  Statement  or any material change  to such  information  in the
   Registration Statement;

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 Company  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  Company'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
Company  pursuant to the provisions  described under Item 6 above, or otherwise,
the Company 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 Company of expenses
incurred or paid by a director,  officer or controlling person of the Company 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 Company  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 the 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 hereby confers like authority to sign and file on its
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 30th day of
September, 1998.

                                        IDACORP, Inc.

                                        By /s/ Joseph W. Marshall
                                           Joseph W. Marshall
                                           Chairman of the Board
                                           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/Joseph W. Marshall            Chairman of the              September 30, 1998
(Joseph W. Marshall)             Board and Chief 
                                 Executive Officer

/s/Jan B. Packwood               President, Chief             September 30, 1998
(Jan B. Packwood)                Operating Officer
                                 and Director

                                      II-5
Signature                        Title                        Date

/s/J. LaMont Keen                Vice President,              September 30, 1998
(J. LaMont Keen)                 Chief Financial
                                 Officer and Treasurer
                                 (Principal Financial
                                 and Accounting Officer)

                                 Director
(Robert D. Bolinder)

/s/Roger L. Breezley             Director                     September 30, 1998
(Roger L. Breezley)

                                 Director
(John B. Carley)

/s/Peter T. Johnson              Director                     September 30, 1998
(Peter T. Johnson)

                                 Director
(Jack K. Lemley)

/s/Evelyn Loveless               Director                     September 30, 1998
(Evelyn Loveless)

/s/Jon H. Miller                 Director                     September 30, 1998
(Jon H. Miller)

/s/Peter S. O'Neill              Director                     September 30, 1998
(Peter S. O'Neill)

/s/Gene C. Rose                  Director                     September 30, 1998
(Gene C. Rose)

/s/Phil Soulen                   Director                     September 30, 1998
(Phil Soulen)

                                      II-6
EXHIBIT INDEX

Exhibit      File Number            As Exhibit                              Page

*2           333-48031              2           -Agreement and Plan of
                                                Exchange, dated as of
                                                February 2, 1998.

*3(a)        333-48031              3(a)        -Restated Articles of
                                                Incorporation of
                                                IDACORP, Inc.

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

*3(c)        333-48031              3(c)        -Amended Bylaws of
                                                IDACORP, Inc., as of
                                                September 10, 1998.

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

*4           Form 8-K               4           -Rights Agreement,
             dated                              dated as of
             September 15,                      September 10, 1998,
             1998                               between IDACORP, Inc.
                                                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.

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

23                                              -Consent of Deloitte &
                                                Touche LLP.
Exhibit      File Number            As Exhibit                              Page
24                                              -Power of Attorney
                                                (included on the
                                                signature page hereof).

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

*Previously filed and incorporated herein by reference.