VERNON L. HOPKINSON (3656)
COHNE, RAPPAPORT & SEGAL, P.C.
525 East 100 South, Suite 500
P. O. Box 11008
Salt Lake City, Utah  84147-0008
Telephone:  (801) 532-2666
General Counsel for the Trustee, Roger G. Segal


              IN THE UNITED STATES BANKRUPTCY COURT

            FOR THE DISTRICT OF UTAH, CENTRAL DIVISION
- -----------------------------------------------------------------

In re:                          )
                                )
BONNEVILLE PACIFIC CORPORATION, )    Bankruptcy No. 91A-27701
                                )
           Debtor.              )           (Chapter 11)

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

       NOTICE OF TRUSTEE'S CONDITIONAL LETTER AGREEMENT TO
          COMPROMISE POST-PETITION INTEREST RATE DISPUTE 
                        AND OTHER ISSUES

     Roger G. Segal, the duly appointed, qualified and acting 
Chapter 11 trustee for the above-captioned Debtor, by and through 
his counsel of record, hereby files with the Court the attached 
copy of the Trustee's "Conditional Letter Agreement to Compromise 
Interest Rate Dispute and Other Chapter 11 Plan Issues" dated 
December 31, 1997.  Also attached hereto is a copy of the "Press 
Release" issued by the Trustee in connection with the conditional 
letter agreement.  Any party-in-interest having questions 



concerning the attached conditional letter agreement should contact 
the undersigned counsel for the Trustee.

     DATED this 31st day of December, 1997.

                              COHNE, RAPPAPORT & SEGAL, P.C.



                              VERNON L. HOPKINSON, General Counsel
                              for the Trustee, Roger G. Segal



                      CERTIFICATE OF SERVICE

     I hereby certify that I am a member of and/or employed by the 
law firm of COHNE, RAPPAPORT & SEGAL, P.C. 525 East 100 South, 
Suite 500, P.O. Box 11008, Salt Lake City, Utah 84147-0008, and 
that in said capacity a true and correct copy of the foregoing  was 
caused to be served upon all those listed on the limited mailing 
matrix by depositing a properly addressed envelope containing the 
same in the United States mail, first class, postage prepaid 
thereon, this 31st day of December, 1997.



                            PRESS RELEASE
- -----------------------------------------------------------------

      Roger G. Segal, Chapter 11 Trustee * P.O. Box 11008 * 
Salt Lake City, Utah 84147-0008 * (801) 532-2666 * (801) 355-1813

For Immediate Release

Date:     December 31, 1997
Contact:  Roger G. Segal, Trustee
Phone:    (801) 532-2666
Fax:      (801) 355-1813

            CHAPTER 11 TRUSTEE FOR BONNEVILLE PACIFIC 
           CORPORATION ANNOUNCES CONDITIONAL SETTLEMENT 
         REGARDING POST-PETITION INTEREST AND OTHER ISSUES

SALT LAKE CITY, UTAH, DECEMBER 31, 1997:

     Roger G. Segal, as the Chapter 11 Bankruptcy Trustee for 
Bonneville Pacific Corporation (BPCO), announced today that he has 
reached conditional settlements with the holders of certain senior 
claims with respect to the calculation and payment of post-petition 
interest and with holders of certain subordinated claims and equity 
interests who will not oppose a Chapter 11 plan to be filed in the 
future by the Trustee.  The settlements and some of the general 
terms of a Chapter 11 plan to be proposed in the future by the 
Trustee are detailed in an eight (8) page letter agreement, a copy 
of which is on file with the United States Bankruptcy Court for the 
District of Utah and can also be obtained by contacting the 
Trustee.  THE LETTER AGREEMENT MUST BE READ IN ITS ENTIRETY FOR ALL 
THE PROVISIONS OF THE CONDITIONAL SETTLEMENTS.  


     The Trustee's conditional agreement with certain senior 
creditors provides, among other things, as follows:  Generally, 
holders of Senior Claims (bank, debenture and trade claims) would 
receive in full satisfaction of their approximately $100 million of 
senior unsecured debt, approximately $145.25 million as of December 
5, 1997, plus interest after that date.  Specifically, the banks 
would receive post-petition interest on their allowed claims of 
approximately $31.5 million at an effective rate of 8.03% through 
December 5, 1997, and at 8.1% thereafter; the debentures would 
receive post-petition interest on their allowed claim of 
approximately $64.75 million at a rate of 7.32%; and allowed 
general unsecured trade claims of approximately $3.75 million would 
receive post-petition interest at 5.5%.  No interest would be 
compounded.  All payments to the Senior Claims would be in cash at 
the distribution date of a confirmed plan of reorganization; at the 
Trustee's discretion, certain senior creditors have agreed that up 
to $3.25 million of the payment on the Senior Claims can be in the 
form of a one-year 10% unsecured note payable to those certain 



senior creditors; one of the senior creditors would also receive an 
additional $400,000.00 for partial reimbursement of its post-
petition attorneys' fee expense provided for under its loan 
documents.

     The Trustee's conditional agreement with certain holders of 
subordinated claims and existing equity interests provides, among 
other things, that the Trustee will file a proposed Chapter 11 plan 
which will propose to pay the Pre-petition Section 510(b) Selling 
Debenture Claims, the Post-petition Section 510(b) Selling 
Debenture Claims, the Deeply Subordinated Claims and Limited 
Partner Claims in New Common Stock of the reorganized debtor.  Part 
of the New Common Stock would be distributed as follows:

     (a)  For Pre-petition Section 510(b) Selling Debenture Claims, 
          100% of the allowed (compromised and without post-
          petition interest) claim in New Common Stock;

     (b)  For Post-petition Section 510(b) Selling Debenture 
          Claims, 70% of the allowed (compromised and without post-
          petition interest) claim in New Common Stock;

     (c)  For Deeply Subordinated Claims, 10% of the allowed claim 
          (without post-petition interest) in New Common Stock; and

     (d)  For Limited Partner Claims, 25% of the allowed claim 
          (compromised and without post-petition interest) in New 
          Common Stock.

After distribution of the New Common Stock as set forth above, the 
remaining New Common Stock will be divided one-half (50%) to 
Section 510(b) Equity Claims (which would also include the Cigna 
Claim, which will be separately classified and treated as an 
allowed Section 510(b) Equity Claim plus ten percent) and one-half 
(50%) to then existing shareholders.  The Trustee's proposed 
Chapter 11 plan will not be prepared and filed with the Bankruptcy 
Court for at least thirty (30) days; the proposed plan will set 
forth in detail all the numerous terms and conditions relating to 
payment of claims in the Debtor's Chapter 11 case.

     THE ABOVE-REFERENCED SETTLEMENTS ARE CONDITIONED UPON APPROVAL 
BY THE BANKRUPTCY COURT IN THE CONTEXT OF A CHAPTER 11 PLAN 
CONFIRMATION PROCESS; such process includes the approval by the 
Bankruptcy Court of a disclosure statement; until a disclosure 
statement has been approved by the Bankruptcy Court, no party-in-
interest may solicit the acceptance or rejection of any plan.  If 
the Bankruptcy Court does not confirm the proposed Chapter 11 plan 
to be submitted by the Trustee, then the settlements and the letter 
agreement will be void.  ANY CHAPTER 11 PLAN MUST FIRST BE APPROVED 
(AND CONFIRMED) BY THE BANKRUPTCY COURT AFTER FULL NOTICE AND 
HEARING (WITH AN OPPORTUNITY FOR ANY PARTY-IN-INTEREST TO OBJECT) 
BEFORE ANY PLAN CAN BECOME EFFECTIVE.



      CONFIDENTIAL AND PRIVILEGED SETTLEMENT COMMUNICATION 
          SUBJECT TO FEDERAL RULES OF EVIDENCE RULE 408

                        December 31, 1997

                SENT VIA FACSIMILE TRANSMISSION

Jeremy Richards                            Fax No. (310) 201-0760
Pachulski, Stang, Ziehl & Young
Center City North Building
10100 Santa Monica Blvd., #1100
Los Angeles, CA  90067

James Ricciardi                            Fax No. (212) 351-4035
Gibson, Dunn & Crutcher, LLP
200 Park Ave., 48th Flr.
New York, NY  10166-0193

      Re:	Bonneville Pacific Corporation, Debtor; Conditional 
          Letter Agreement to Compromise Interest Rate Dispute and 
          Other Chapter 11 Plan Issues

Dear Jeremy and Jim:

     Regarding the above-referenced Debtor, the purpose of this 
letter is to enter into a conditional agreement(1) between the 
Trustee, the Senior Claim holders,(2) and the Wellhead Interests(3) 
- ---------------
(1)  The Trustee shall be bound by this letter agreement if it is 
timely signed and delivered only to the extent he can be bound 
without approval after due notice by the United States Bankruptcy 
Court for the District of Utah (hereafter the "Bankruptcy Court"). 
Numerous other terms of a Chapter 11 plan will also be subsequently 
proposed by the Trustee.

(2)  "Senior Claim Holders" consist of entities managed by 
Halcyon/Alan B. Slifka Management Company LLC and Halcyon Offshore 
Management Company LLC (collectively "Halcyon"); Argo Partners; 
Merrill Lynch; Baker, Nye; and CoMac Partners, L.P. Halcyon is 
executing this letter agreement only as to all of Sections I and 
III.

(3)  The "Wellhead Interests" consist of 1) joint venture 
comprised of Wellhead Electric Company Inc., and Frank A. Klepetko; 
2) BP Investment Recovery Partners LP; and 3)Fresno Power 
Investors, LP.  Collectively the Wellhead Interests currently own 
the $10 million CIGNA claim, approximately $1 million in Section 
510(b) pre and post-petition selling debenture claims; more than $1 
million in Section 510(b) equity claims, and approximately 100,000 
shares of the Debtor's existing common stock.  The Wellhead 
Interests also own a right to direct the vote of approximately one-
half of the total Deeply Subordinated debt.



concerning certain issues involved in the Debtor's Chapter 11 case.

                            SECTION I

      The parties hereto agree to compromise the dispute regarding 
any post-petition interest payable on the unsecured bank, debenture 
and trade claims(4) (hereafter the "Interest Rate Dispute"), 
subject to Bankruptcy Court approval in the context of a plan 
confirmation, as follows:

     a.  Bank debt not to exceed in amount the claims as filed and 
not subject to amendment (approximately $31,500,000.00) would 
receive simple interest without compounding on their Allowed Senior 
Claim at the rate of 8.03% per annum from December 5, 1991 (or such 
later date as the particular bank claimant actually advanced money 
to or for the benefit of the Debtor or its estate) to December 5, 
1997 and at the simple interest rate of 8.10% per annum from and 
after December 6, 1997 until the debt is paid in full.  All holders 
of bank debt would release and waive all claims of any kind against 
the past or present debenture holders relating to any of the bank 
debt.  The Trustee reserves his right to object to the claim of 
Caisse Nationale de Credit Agricole.

     b.  The debenture claim of $64,750,168.95 would receive simple 
interest without compounding on such claim at the rate of 7.32% per 
annum from and after December 5, 1991 until the debt is paid in 
full.

     c.  The trade debt (currently approximately $3,750,000.00) 
would receive simple interest without compounding on such claims at 
the rate of 5.50% per annum from December 5, 1991 until the debt is 
paid in full.

     d.  All payment to the aforesaid Allowed Senior Claims (see 
paragraphs a., b., and c. above) will be in cash at the 
distribution date set forth in the plan except that at the 
Trustee's sole and absolute discretion up to $3,250,000.00 of the 
payment to Halcyon (and its related entities), Baker, Nye and CoMac 
- ---------------
(4)  Such prepetition unsecured bank, debenture and trade claims, 
as calculated by the Trustee, total approximately one hundred 
million dollars ($100,000,000.00) (hereafter collectively the 
"Allowed Senior Claims").



Partners can be in the form of an unsecured note payable to such 
claimants.  The note would be payable to each of the aforesaid 
claimants in a pro rata percentage based upon the particular 
claimant's total Allowed Senior Claim or in such other percentage 
as the aforesaid claimants may agree among themselves in writing. 
The note would bear simple interest at the rate of ten percent 
(10%) per annum from the Chapter 11 plan distribution date and 
would be paid in full in one lump sum one year after the 
distribution date and would not be subject to any prepayment 
penalty.  The reorganized debtor (excluding Bonneville Fuels and 
the other subsidiaries) could not incur debt (other than trade debt 
in the ordinary course of business) without paying the note in 
full.

     e.  Halcyon's claim under its loan documents for its post-
petition attorneys' fees it has paid to its legal counsel shall be 
limited to $400,000.00 and shall be paid that amount (without 
interest) at the distribution date.

     f.  The aforesaid payments to Senior Claim holders shall be in 
full and complete satisfaction of all liabilities the Debtor or its 
estate owes to the holders of Allowed Senior Claims including, 
without limitation, actual or potential liabilities for pre and 
post-petition interest, late fees, penalties, legal fees and other 
professional fees and any Section 503(b) "substantial 
contribution" claim.  Any and all claims of the Senior Claim 
holders shall be discharged upon confirmation of the Chapter 11 
plan contemplated herein.	

                           SECTION II

     The Trustee will file a proposed Chapter 11 plan (conditioned 
on confirmation by the Bankruptcy Court) which would provide, among 
other things, as follows:(5)

          1.  All Allowed Administrative Claims and Allowed 
     Priority Claims shall be paid in cash (unless otherwise agreed 
     by each such claim holder) on the later of the Effective Date 
     or the date each such Claim first becomes an allowed Claim.


          2.  The allowed claims (as calculated as a compromise by 
     the Trustee in the Chapter 11 plan) of the Prepetition Selling 
     Section 510(b) Debenture Claims, the Post-petition Selling 
     Section 510(b) Debenture Claims, the Deeply Subordinated 
     Claims and the Limited Partner Claims would be paid in new 
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(5)  No allowed claims would receive an post-petition interest or 
attorneys' fees of any kind whatsoever except for the Allowed 
Senior Claims and then only as set forth in this letter in order to 
settle the Interest Rate Dispute.  Numerous other terms of a 
Chapter 11 plan will also be subsequently proposed by the Trustee.



     common stock of the reorganized debtor ("New Common 
     Stock")(6) as follows:

              a.  For Prepetition Selling Section 510(b) Debenture 
          Claims, 100% of the allowed claim in New Common Stock;

              b.  For Post-petition Selling Section 510(b) 
          Debenture Claims, 70% of the allowed claims in New Common 
          Stock;

              c.  For Deeply Subordinated Claims, 10% of the 
          allowed claims in New Common Stock (i.e., stock with a 
          value of $894,500.00); and

              d.  For Limited Partner Claims, 25% of the allowed 
          claims in New Common Stock (i.e., stock with a value of 
          approximately one million dollars).

          3.   After distribution of the New Common Stock as set 
     forth in paragraph 2 above, the remaining New Common Stock 
     will be divided one-half (50%) to Section 510(b) Equity 
     Claims(7)  (which would also include the CIGNA claim(8)) and 
     one-half (50%) to then current existing shareholders.

          4.   The Wellhead Interests shall be entitled to select 
     one member of the seven member board for Reorganized 
     Bonneville.  The Trustee will negotiate with the Wellhead 
- ---------------
     (6)  The value of the New Common Stock for Chapter 11 plan 
purposes will vary depending upon, among other things, a) the value 
of the existing businesses and b) the allowed amount of all 
administrative claims.

     (7)  Such Section 510(b) Equity Claims, as proposed to be 
compromised in the proposed plan to be filed by the Trustee, are 
currently estimated to total (with the CIGNA claim) approximately 
$40 million dollars ($40,000,000.00).

     (8)  Concerning the ten million dollar allowed CIGNA claim, in 
the plan such claim would be separately classified and treated as 
an allowed Section 510(b) Equity Claim plus ten percent (10%).  The 
CIGNA claim would be so classified and treated as a compromise of 
the Interest Rate Dispute and any claim by the Wellhead Interests 
(or their predecessors) for prepetition or post-petition interest, 
late fees, penalties and other professional fees and any Section 
503(b) "substantial contribution" claim.  Any and all claims of 
the Wellhead Interests shall be discharged upon confirmation of the 
Chapter 11 plan contemplated herein.



     Interests in good faith issues of corporate governance, 
     including the selection of a highly qualified board of 
     directors whose members have the experience and background to 
     maximize shareholder value.

                            SECTION III

     The parties hereto further agree as follows:

     A.  None of the parties hereto will oppose any proposed 
Chapter 11 plan for the Debtor's estate proposed by the Trustee 
that is consistent with (but not limited to) the terms of this 
letter except Halcyon may oppose the Trustee's plan if, and only 
if, a) NRG Energy Inc. ("NRG") is proposing a plan and b) Halcyon 
must by reason of its previous written and then enforceable 
agreements with NRG oppose the Trustee's plan.  None of the parties 
hereto will propose or support any other proposed plan unless such 
other plan also has the written support of the Trustee, except 
Halcyon may propose or support a plan proposed by NRG if, and only 
if, Halcyon must do so by reason of its previous written and then 
enforceable agreements with NRG.  If Halcyon does oppose the 
Trustee's proposed plan or supports or accepts a plan proposed by 
NRG without the written support of the Trustee, then the Trustee 
shall have no duty to propose the Interest Rate Dispute settlement 
set forth in this letter.

     B.  The Senior Claim holders and the Wellhead Interests may 
not in any way sell, assign, encumber or otherwise transfer any of 
their claims without their successor-in-interest agreeing in a 
writing satisfactory to the Trustee to be bound by the terms of 
this letter agreement.

     C.  This is the entire agreement among the parties hereto in 
respect to the subject matter set forth in this letter.  All oral 
statements or previous writings are merged herein.

     D.  Except as may be necessary to enforce the terms of this 
letter agreement, no party hereto or any other person or entity may 
use this letter agreement or any statement made or act taken in 
respect hereto in any litigation or for any other purpose of any 
kind.  This letter agreement is the product of months of settlement 
negotiation between the parties.  This letter agreement shall not 
bind the Trustee to do or refrain from doing any act if the Trustee 
believes such action or inaction is required by his fiduciary 
duties.  No party hereto or other creditor shall have any rights to 
the distributions described herein unless and until the Bankruptcy 
Court confirms the Trustee's proposed Chapter 11 plan.(9) The 
parties hereto acknowledge that while the Trustee's Chapter 11 plan 
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     (9)  This letter agreement shall be considered by the 
Bankruptcy Court only as part of a detailed Chapter 11 plan filed 
by the Trustee which plan will be consistent with (but not limited 
to) the terms of this letter agreement.  This letter agreement will 
be immediately filed by the Trustee with the Bankruptcy Court.



will be consistent with the terms of this letter, the plan will 
also contain additional material terms and conditions.  If the 
Trustee, in the justifiable exercise of his fiduciary duty, files 
any plan or plan amendment which is materially inconsistent with 
the terms of this letter agreement, and which materially and 
adversely impairs the parties hereto, then this letter agreement 
shall be void without further notice and the parties hereto shall 
no longer be bound by the terms of this letter agreement.

     E.  If the Bankruptcy Court does not confirm the proposed 
Chapter 11 plan to be filed by the Trustee which is consistent with 
(but not limited to) this letter by August 31, 1998, then this 
letter agreement shall be void without further notice and the 
parties hereto shall no longer be bound by the terms of this letter 
agreement.

     If this letter is satisfactory, please have each of the 
parties sign below and return faxed signatures to me by no later 
than December 31, 1997 and original signatures to me by no later 
than January 6, 1998.  If all parties hereto have not sent to me 
such faxed and original signatures by the times set forth above, 
then this letter shall automatically be null and void without 
further notice.

                              Sincerely,

                              COHNE, RAPPAPORT & SEGAL, P.C.



                              Vernon L. Hopkinson
                              General Counsel for the Trustee



     The parties below have read and agree to be bound (as provided 
in the letter) by the terms of the foregoing letter agreement.

                    Chapter 11 Trustee for Bonneville Pacific Corp.



                    Roger G. Segal, Trustee

                    "WELLHEAD INTERESTS"


                    By
                         Its

                    HALCYON/ALAN B. SLIFKA MANAGEMENT CO.,
                    LLC(agreeing to Sections I and III only)


                    By
                         Its

                    HALCYON OFFSHORE MANAGEMENT
                    CO., LLC. (agreeing to Sections I and III only)


                    By 
                         Its

                    ARGO PARTNERS


                    By 
                         Its



                    MERRILL LYNCH


                    By 
                         Its

                    BAKER, NYE


                    By
                         Its


                    COMAC PARTNERS LP


                    By
                         Its





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