SCHEDULE 14A
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                    INFORMATION REQUIRED IN PROXY STATEMENT

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                                   PACIFICORP
                (Name of Registrant as Specified in Its Charter)

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For further information:                                      For Release
Rachel Sherrard, for ScottishPower, 503 813 7102              May 19, 1999
Leslie Carlson, for PacifiCorp, 503 813 7282


                         Oregonians outline benefits of
                         ScottishPower-PacifiCorp merger

     PORTLAND, Oregon - Some members of Oregon civic and community groups spoke
out positively about the merger between PacifiCorp and ScottishPower today, as
the Oregon Public Utility Commission held a public meeting to solicit input on
the deal. The meeting in Portland was the first of four to be held across the
state between May 19 and May 27.

     Advocates have cited ScottishPower's commitment to enhanced service for
customers and its focus on improving local communities following completion of
the merger.

     Jay Formick, an advocate for low-income electric customers, attended the
public meeting on Wednesday and stated that the combination of ScottishPower and
PacifiCorp will be of benefit to those who need heating assistance.

     "PacifiCorp and ScottishPower have pledged to double corporate donations to
non-profit heating assistance programs that help low-income customers stay
warm," said Formick. "This will double the number of customers helped by heating
assistance each year."

     Cornetta Smith, Executive Director of the Albina Ministerial Alliance, also
attended Wednesday's meeting and mentioned ScottishPower's many community
improvement initiatives. The Albina Ministerial Alliance is a referral agency
for low-income individuals in inner North and Northeast Portland.

     "Scottish Power's Learning Centers, energy assistance and school-to-work
programs are impressive," Smith said. "Their committment to bring resources and
expertise to partner with our communities will improve job opportunities for
youth and low income clients."

                                     -more-


     "I am impressed with the depth and breadth of ScottishPower's education
initiatives," said Rene Leger, Executive Director of Worksite 21, who could not
attend the public meeting. "ScottishPower is very committed to supporting
Oregon's school-to-work initiatives and seems genuinely interested in responding
to the needs of communities." Worksite 21 is a non-profit organization that was
created to help employers develop and maintain partnerships with education.

     Astoria Mayor Willis Van Dusen, who also could not attend Wednesday's
meeting, voiced his support for ScottishPower's community initiatives.

     "ScottishPower has convinced me that they are interested in what happens in
rural Oregon," Van Dusen said. "They do a lot for rural areas in the United
Kingdom and I believe that they will do the same things here."

     In testimony filed in February with the Oregon Public Utility Commission,
ScottishPower outlined a comprehensive package of customer service improvements
- - backed by payments to customers - designed to make PacifiCorp one of the top
ten performing utilities in the U.S. following the merger.

     The next PUC public comment meetings on the merger will be held in Medford
on May 25, Klamath Falls on May 26 and Bend on May 27.


[PacifiCorp Logo]                                           [ScottishPower Logo]



Dear Customers:

As you may already know, our two companies are proposing to merge. We believe
that, together, we can improve the way PacifiCorp does business and become a
model of excellent service, sound environmental practices, and positive
community involvement.

Recently, we shared with you a number of environmental initiatives and an
unprecedented package of 15 customer service standards that we will implement
when our proposed merger is approved. Today, we'd like to discuss how our
companies will help nurture and strengthen communities through our expanded
educational and community service commitments.

We're committed to enriching the communities we serve.

PacifiCorp is proud of its long-standing support of our communities. Through the
PacifiCorp Foundation, we have contributed $25 million to qualified non-profit
arts/culture, education, health, and welfare organizations over the past 10
years. In an effort to build on this commitment and expand the reach of the
Foundation within our communities, ScottishPower has pledged an additional $5
million to the Foundation endowment fund when the merger is completed.

We'll focus on youth and encouraging life-long learning.

Education is the cornerstone of any thriving community. In our merger filing, we
have outlined a range of programs designed to promote life-long learning among
PacifiCorp staff, as well as their families, students, and other groups and
individuals throughout our communities.

Our proposed educational programs will:

o    Introduce school-to-work initiatives with state education authorities and
     local business communities to encourage mentoring and work-shadowing
     programs for young people.
o    Build on existing energy efficiency and electric safety education programs
     for students and communities.
o    Establish "Open Learning Centers" for a large portion of PacifiCorp staff.
     Modeled on ScottishPower's successful network of 51 Open Learning Centers
     in the United Kingdom, the U.S. centers will provide employees with the
     opportunity to acquire new skills ranging from distance learning degrees
     and language classes to car repair and technical training and
     apprenticeship opportunities. Over time, these centers will be available to
     the families of employees and, ultimately, community groups.

We'll support the needs of all our customers.

We will increase PacifiCorp's involvement with non-profit heating assistance
programs. Currently, PacifiCorp solicits contributions and then donates funds
from customers to support the energy needs of low-income families. ScottishPower
proposes to match customer donations annually and, by introducing innovation to
conservation, energy efficiency, and low-income programs, proposes to double the
number of customers served by this program.

In addition, by using an integrated approach to include debt-counseling
services, developing effective payment plans, and increasing PacifiCorp's
involvement with communities and agencies, ScottishPower's goal is to reduce
the number of customers disconnected for nonpayment of electricity bills.

We intend to earn your trust and your respect.

We look forward to working together to build stronger communities. We're raising
the bar for utility performance and you, our customers, are an important part of
the process.

Sincerely,

RICHARD T. O'BRIEN                     ALAN V. RICHARDSON

Richard T. O'Brien                     Alan V. Richardson
Chief Operating Officer,               Chief Executive Officer,
PacifiCorp                             ScottishPower Inc

www.pacificorp.com                     www.scottishpower.plc.uk



[Utah Power Logo]                                           [ScottishPower Logo]



Dear Customers:

As you may already know, our two companies are proposing to merge. We believe
that, together, we can improve the way we do business and become a model of
excellent service, sound environmental practices, and positive community
involvement.

Recently, we shared with you an unprecedented package of 15 customer service
standards that we will implement when our proposed merger is approved. Today,
we'd like to discuss how our companies will help nurture and strengthen
communities through our expanded educational and community service commitments.

We're committed to enriching the communities we serve.

PacifiCorp, parent company of Utah Power, is proud of its long-standing support
of our communities. Through the PacifiCorp Foundation, we have contributed $25
million to qualified non-profit arts/culture, education, health, and welfare
organizations over the past 10 years. In an effort to build on this commitment
and expand the reach of the Foundation within our communities, ScottishPower has
pledged an additional $5 million to the Foundation endowment fund when the
merger is completed.

We'll focus on youth and encouraging life-long learning.

Education is the cornerstone of any thriving community. In our merger filing, we
have outlined a range of programs designed to promote life-long learning among
Utah Power staff, as well as their families, students, and other groups and
individuals throughout our communities.

Our proposed educational programs will:

o    Introduce school-to-work initiatives with state education authorities and
     local business communities to encourage mentoring and work-shadowing
     programs for young people.
o    Build on existing energy efficiency and electric safety education programs
     for students and communities.
o    Establish "Open Learning Centers" for a large portion of Utah Power staff.
     Modeled on ScottishPower's successful network of 51 Open Learning Centers
     in the United Kingdom, the U.S. centers will provide employees with the
     opportunity to acquire new skills ranging from distance learning degrees
     and language classes to car repair and technical training and
     apprenticeship opportunities. Over time, these centers will be available to
     the families of employees and, ultimately, community groups.

We'll support the needs of all our customers.

We will increase Utah Power's involvement with non-profit heating assistance
programs. Currently, Utah Power solicits contributions and then donates funds
from customers to support the energy needs of low-income families. ScottishPower
proposes to match customer donations annually, and by introducing innovation to
conservation, energy efficiency, and low-income programs, proposes to double the
number of customers served by this program.

In addition, by using an integrated approach to include debt-counseling
services, developing effective payment plans, and increasing Utah Power's
involvement with communities and agencies, ScottishPower's goal is to reduce the
number of customers disconnected for nonpayment of electricity bills.

We intend to earn your trust and your respect.

We look forward to working together to build stronger communities. We're raising
the bar for utility performance and you, our customers, are an important part of
the process.

Sincerely,

RICHARD WALJE                          ALAN V. RICHARDSON

Richard Walje                          Alan Richardson
Vice President, Utah Power             Chief Executive Officer,
                                       ScottishPower Inc

www.pacificorp.com                     www.scottishpower.plc.uk


                                                                    May 18, 1999



Dear Preferred Shareholder:

By now you should have received our PacifiCorp/ScottishPower merger proxy
materials. We would like to highlight two key items, the merger proposal and the
unsecured debt proposal, that require your approval as a preferred shareholder.

We believe that the ScottishPower merger proposal will make PacifiCorp a part of
a larger and stronger company. ScottishPower's commitment to best practices and
customer satisfaction will improve the operations of our core utility operations
in the U.S.

Under the merger proposal, PacifiCorp will continue to operate under its current
name and with its headquarters in Portland, Oregon. Your preferred stock will
not be converted and all of your existing rights and preferences as a preferred
shareholder will be preserved. In addition, the rating agencies, Moody's,
Standard & Poor's and Duff and Phelps have affirmed PacifiCorp's ratings and
improved their outlook for PacifiCorp as a consequence of the proposed merger.

You and any other preferred shareholder who votes for the merger proposal will
receive a special cash payment of $1 per share ($0.25 per share for the $1.16,
$1.18 and $1.28 Series), if the proposal passes and the necessary regulatory
approvals are obtained. Holders of the $1.16, $1.18 and $1.28 Series should note
that we will be redeeming your shares prior to the merger closing.

In addition to the merger proposal, PacifiCorp is separately requesting your
approval of a proposal to increase the amount of unsecured debt that PacifiCorp
is allowed to have outstanding. Many utilities in recent years have received
approval of similar proposals in order to remain competitive in our
capital-intensive industry. Unlike most of these other utilities who have
eliminated the limit on unsecured debt, we are proposing a $5 billion increase
in the amount we can have outstanding. This amount is designed to give
PacifiCorp the flexibility to optimize the use of both secured and unsecured
financing in order to be equally competitive. Nonetheless, PacifiCorp will
continue to target "A" ratings for its secured debt (which we expect will
continue to be our predominant source of long-term financing) and has capital
structure policies in place to achieve this goal. Moody's, Standard & Poor's and
Duff and Phelps have confirmed that passage of this proposal will not change
their ratings of PacifiCorp.

You and any other preferred shareholder who votes for the unsecured debt
proposal will receive a special cash payment of $1 per share ($0.25 per share
for the $1.16, $1.18 and $1.28 Series), if the proposal passes.

Both of these proposals are of great importance to PacifiCorp and we strongly
urge you to approve them. The Board of Directors of PacifiCorp has recommended
that you vote in favor of both proposals. On both of these matters, not voting
is the same as a vote against the proposal, and either action will result in no
special cash payment being made to you.

If you have any questions, please contact me at (503) 813-5666 or Bruce
Williams, Assistant Treasurer, at (503) 813-5662. If you need additional
materials or assistance in casting your vote, please contact the information
agent that we hired for this solicitation, Innisfree M&A Incorporated, at (877)
750-2689 (toll free).

                                       Sincerely,

                                       W. E. PERESSINI

                                       W. E. Peressini
                                       Vice President, Treasurer