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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                               SCHEDULE 13E-4


                       Issuer Tender Offer Statement
              (Pursuant to Section 13(e)(1) of the Securities
                           Exchange Act of 1934)


                                 PACIFICORP
                (Name of Issuer and Person Filing Statement)


                              Amendment No. 1
                             (Final Amendment)


              $1.98 No Par Serial Preferred Stock, Series 1992
                       (Title of Class of Securities)

                                 695114611
                   (CUSIP Number of Class of Securities)

                             Richard T. O'Brien
             Senior Vice President and Chief Financial Officer
                                 PacifiCorp
                          700 NE Multnomah Street
                        Portland, Oregon 97232-4116
                               (503) 731-2000
          (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of the
                          Person Filing Statement)

                              with copies to:


         Stoel Rives                   Winthrop, Stimson, Putnam & Roberts
  700 NE Multnomah, Suite 950                 One Battery Park Plaza
  Portland, Oregon 97232-4109              New York, New York 10004-1490
Attention of John M. Schweitzer         Attention of C. Payson Coleman, Jr.
       (503) 872-4821                            (212) 858-1426


                             September 6, 1995
                    (Date Tender Offer First Published,
                     Sent or Given to Security Holders)


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                             Page 1 of 3 Pages.


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                           INTRODUCTORY STATEMENT

          This Amendment No. 1 (Final Amendment) to the Issuer Tender Offer
Statement on Schedule 13E-4 (this "Final Amendment") is being filed by
PacifiCorp, an Oregon corporation (the "Company"), for the purpose of
amending the Issuer Tender Offer Statement on Schedule 13E-4 originally
filed by the Company on September 6, 1995. This Final Amendment relates to
the results of the Company's offer (the "Exchange Offer") to exchange up to
$125,000,000 aggregate principal amount of its 8.55% Junior Subordinated
Deferrable Interest Debentures, Series B (the "Debentures"), for up to all
of the issued and outstanding shares of the $1.98 No Par Serial Preferred
Stock, Series 1992 (the "Series 1992 Preferred Stock"), of the Company. The
Exchange Offer was effected on the basis of $25 principal amount of
Debentures (the minimum permitted denomination) for each share of Series
1992 Preferred Stock (liquidation preference $25 per share) validly
tendered and accepted for exchange in the Exchange Offer. The Exchange
Offer terminated at 5:00 p.m., New York City time, on October 4, 1995.

          The following item is hereby amended as set forth herein:

Item 8.     Additional Information.

          (e) The Exchange Offer terminated at 5:00 p.m., New York City
time, on October 4, 1995. 2,233,037 shares of Series 1992 Preferred Stock
were tendered and accepted in the Exchange Offer. In accordance with the
terms of the Exchange Offer, on October 12, 1995 the Company issued
$55,825,925 aggregate principal amount of Debentures in exchange therefor.
2,766,963 shares of Series 1992 Preferred Stock were not tendered in the
Exchange Offer and remain outstanding as of the date hereof.

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                                 SIGNATURE


          After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

Dated:  October 12, 1995

                                   PACIFICORP


                                   By: RICHARD T. O'BRIEN
                                       -----------------------------------
                                       Richard T. O'Brien
                                       (Senior Vice President and
                                        Chief Financial Officer)