8-K

                      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):
                                 May 24, 1994




                                  PACIFICORP

            (Exact name of registrant as specified in its charter)

    State of Oregon                 1-5152                     93-0246090     
(State of Incorporation)          (Commission               (I.R.S. Employer  
                                   File No.)               Identification No.)



700 N.E. Multnomah, Suite 1600, Portland, Oregon                    97232-4116
(Address of principal executive offices)                            (Zip Code)

              Registrant's telephone number, including area code:
                                (503) 731-2000



                                   No Change
         (Former Name or Former Address, if changed since last report)

Item 5.  OTHER EVENTS

          PacifiCorp's 87 percent-owned subsidiary, Pacific Telecom, Inc.
("Pacific Telecom"), announced that the Federal Communications Commission
("FCC") released a written order on May 24, 1994, in which it adopted, with
some modifications and clarifications, the Final Recommended Decision ("FRD")
proposed last October by the Federal-State Alaska Joint Board.  (See "Part I,
Item 1, Business - Telecommunications Operations - Alaska Market Restructur-
ing" on page 7 of the Pacific Telecom Annual Report on Form 10-K for the year
ended December 31, 1993, incorporated by reference in PacifiCorp's Annual
Report on Form 10-K for the year ended December 31, 1993.)  The modifications
suggested by various interested parties and supported, in part, by Alascom,
Inc. ("Alascom"), a wholly-owned subsidiary of Pacific Telecom, clarified AT&T
Communications, Inc.'s ("AT&T") obligation to provide interstate Message Toll
Service/Wide Area Telephone Service ("MTS/WATS") throughout all of Alaska and
to utilize the Bush service facilities of Alascom in meeting that obligation. 
The FCC's written order also affirms Alascom's obligation to provide
interstate common carrier services on a nondiscriminatory basis to all
interstate interexchange carriers, under tariffs reflecting separate rate
schedules for locations subject to facilities competition (non-Bush) and for
locations where Alascom has a facilities monopoly (Bush).  The costs of
service in each of these categories would be defined pursuant to a cost
allocation plan developed by Alascom and approved by the FCC.

          Based upon the FRD, the FCC's order incorporated the following
points:

          The Joint Services Agreement between AT&T and Alascom would continue
          in effect until January 1, 1996;

          AT&T would make Accelerated Cost Recovery ("ACR") payments to
          Alascom, each in the amount of $75 million, on July 1, 1994 and
          December 31, 1995;

          In the event Alascom was unable to provide a successor spacecraft to
          Aurora II, the FCC would retain authority to order AT&T or another
          carrier to provide such a facility;

          Alascom would be required to file its cost allocation plan within 90
          days of this order and to file its tariffs and cost support
          information for common carrier services it would provide to AT&T and
          other carriers 120 days before the scheduled effective date for the
          tariffs of January 1, 1996, using the authorized interstate rate of
          return applicable to local exchange carriers; and

          The amount of interstate services that AT&T would be required to
          purchase from Alascom during the transition period after January 1,
          1996, would be adjusted by revenues, if any, associated with new
          services purchased by other interexchange carriers and by the
          proportion of the interstate MTS/WATS network use by Alascom.

          The FCC also ordered AT&T and Alascom to request a ruling from the
Internal Revenue Service and the State of Alaska regarding the taxability of
the ACR payments.  Should the payments be deemed nontaxable by those

                                     - 2 -

authorities, the amount of the ACR would be reduced by the tax that otherwise
would have been payable by Alascom.

          Pacific Telecom believes the modifications made by the FCC improve
upon the FRD from a public interest perspective.  However, Pacific Telecom is
analyzing the impact of the order on its operations and is considering whether
to pursue further regulatory or judicial action.  Pacific Telecom has stated
that it intends to act in a manner that will best serve its customers in
Alaska and its shareholders.

          Information with respect to the realignment of senior officer
responsibilities contained in the news release of PacifiCorp issued on May 27,
1994, is herein incorporated by reference.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

          a)   Exhibit

               99.  PacifiCorp news release issued May 27, 1994.



                                   SIGNATURE



          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: 
                                            __________________________________
                                            Daniel L. Spalding
                                            Senior Vice President 

Date:  June 2, 1994

                                     - 3 -

EX-99

                                                                    EXHIBIT 99

PACIFICORP
PACIFIC POWER   UTAH POWER                                        NEWS RELEASE
______________________________________________________________________________
For further information contact:


Jan Mitchell, (503) 464-6261

FOR IMMEDIATE RELEASE, May 27, 1994

     PacifiCorp announced today a realignment of senior officer
responsibilities.

     Verl Topham, president of PacifiCorp's Utah Power Division, has been
appointed to senior vice president and legal counsel of PacifiCorp with
responsibility for all corporate legal matters.  In addition, Topham was
elected to the PacifiCorp board of directors.

     Paul Lorenzini, president of the utility's Pacific Power Division, is the
new PacifiCorp senior vice president of engineering and capital projects. 
Lorenzini replaces Harry Haycock, who is retiring.  Haycock joined Utah Power
in 1960 and has held a number of engineering, management and officer
positions.

     The positions of division presidents have been eliminated.  The changes
are effective immediately.

     Fred Buckman, president and CEO of PacifiCorp, said that PacifiCorp's
electric operations will be organized into three major areas:  power supply;
wholesale sales and transmission, and retail sales and distribution
operations.

     "This realignment focuses our attention on three distinct business units,
strengthens our management team and makes PacifiCorp more competitive,"
Buckman said.  "These three discrete operational units make sense because they
represent three distinct businesses, each with different sets of customers,"
he added.

     John Bohling, senior vice president, continues to direct power supply,
and Dennis Steinberg, senior vice president, remains as head of wholesale
sales and transmission.

     Beginning immediately, PacifiCorp will conduct a search for a senior vice
president to oversee its retail sales and distribution operations.  While
PacifiCorp will continue to conduct its retail business under the well-
established names of Pacific Power and Utah Power, management of the retail
group will be consolidated under this one officer.  In the interim, John
Mooney, executive vice president of Utah Power, will act in this capacity.

                                      ###