UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 30, 2005

PACIFICORP

(Exact name of registrant as specified in its charter)

STATE OF OREGON (State or other jurisdiction of incorporation)	1-5152 (Commission File No.)	93-0246090 (I.R.S. Employer Identification No.)
825 N.E. Multnomah, Suite 2000, Portland, Oregon (Address of principal executive offices)		97232-4116 (Zip Code)

Registrant’s telephone number, including area code:

(503) 813-5000

_______________________________________________________________
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

On December 30, 2005, PacifiCorp issued 11,627,907 shares of its common stock to its parent company, PacifiCorp Holdings, Inc., at a total price of $125.0 million, or $10.75 per share. The shares were issued to PacifiCorp Holdings, Inc., the holder of all of PacifiCorp’s outstanding Common Stock, as a private placement under Section 4(2) of the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PACIFICORP (Registrant)
By	/s/ Andrew P. Haller
	Andrew P. Haller Senior Vice President, General    Counsel and Corporate Secretary

Date: January 5, 2006