VERNON L. HOPKINSON (3656)
RAY M. BECK (3987)
JULIE A. BRYAN (4805)
DANIEL J. TORKELSON (4426)
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)
- ------------------------------------------------------------------------------
                                                                  
                
            REPORT OF TRUSTEE REGARDING ADMINISTRATION OF ESTATE
                  FROM JULY 1, 1996 THROUGH JUNE 30, 1997

     Roger G. Segal, the duly-appointed, qualified and acting Chapter 11 
trustee for the above-referenced Debtor's Estate ("Trustee"), pursuant to 
11 U.S.C. Section 1106(a), submits the following Report regarding 
administration of the Chapter 11 bankruptcy Estate (the "Estate") of 
Bonneville Pacific Corporation (the "Debtor" or "Bonneville") for the period
from July 1, 1996 to June 30, 1997 (and certain material events which 
occurred after June 30, 1997).



                                     I.
                                INTRODUCTION
                                ------------

     This is the fifth report filed by the Trustee and is intended to cover 
the period from July 1, 1996 through June 30, 1997 (and certain material 
events which occurred after June 30, 1997).   An initial report was filed 
with the United States Bankruptcy Court (the "Bankruptcy Court") on 
July 22, 1993 and covered the period from June 12, 1992 through June 30, 1993.
The second report was filed with the Bankruptcy Court on September 9, 1994 
and covered the period from July 1, 1993 through June 30, 1994.  The third
report was filed with the Bankruptcy Court on August 22, 1995 and covered the
period from July 1, 1994 through June 30, 1995.  The fourth report was filed
with the Bankruptcy Court on September 20, 1996 and covered the period from 
July 1, 1995 through June 30, 1996.  This Report should be read in 
conjunction with the initial report, the second report, the third report and 
the fourth report.

     Material developments have occurred during the period covered by this 
Report.  Most significantly, the Trustee, with the assistance of his special 
litigation counsel and his general counsel, has reached settlements with all 
but one of the remaining defendants in the Trustee's action to recover the 
millions of dollars lost by the Debtor due to the wrongful and negligent acts
of certain insiders, professionals and others; SEE SEGAL, TRUSTEE v. 
PORTLAND GENERAL, et al, United States District Court for the District of 
Utah ("District Court"), Case No. 92-C-364J, and the cases severed therefrom 
(the "Trustee's Litigation").  Part III below provides summaries of each of 
the Trustee's settlements reached during the period covered by this Report 
with defendants in the Trustee's Litigation and Part IV below provides 



summaries of various other settlements reached by the Trustee during the 
period covered by this Report.

     Additionally, the Trustee and his professionals, together with 
Bonneville's management, have essentially completed the task of disposing of 
the Debtor's uneconomical power projects and business interests.  As a 
result, the business interests of the Debtor now consist of several 
profitable subsidiaries and power projects which are described in Part II 
below.  The Trustee continues to preserve the value of the Debtor's Estate by
managing the operation of the Debtor's business assets and monitoring the 
operation of the Debtor's subsidiaries. 

     Finally, the Trustee has resolved many disputed claims which have been 
filed against the Estate, as discussed in Parts III, IV and VI below.

     As a result of the settlements reached in the Trustee's Litigation and 
with other parties, the disposition of uneconomical projects and business 
interests, and the resolution of many disputed claims against the Estate, the
Trustee believes that it is now possible to formulate a plan of 
reorganization.    


                                    II.
                   OPERATING ENTITIES AND VALUABLE ASSETS
                   --------------------------------------

     The Estate's business assets now consist(1) primarily of four (4) 
valuable businesses. Set forth below is a summary of the remaining business 
assets of the Estate which have substantial value:

- ---------------
(1)  Regarding the previous disposition of Estate assets, see the Trustee's
     first, second, third and fourth annual reports.



          (a)  BONNEVILLE FUELS CORPORATION AND ITS SUBSIDIARIES, INCLUDING; 
COLORADO GATHERING CORP., BONNEVILLE FUELS MARKETING CORP., BONNEVILLE FUELS
MANAGEMENT CORP. AND BONNEVILLE FUELS OPERATING CORP.  Bonneville Fuels 
Corporation ("Fuels") is a wholly-owned subsidiary of the Debtor engaged 
primarily in natural gas production and sales in the Western United States.  
As of June 30, 1996, Fuels and its subsidiaries had 15 full time employees 
and 1 part time employee.  During the one-year period covered by this Report,
Fuels and its subsidiaries had gross income of approximately $17,811,822.00 
and had a net operating income of approximately $2,694,885.00.(2)

     Based on an independent report prepared by the Ryder Scott Company, as 
of December 31, 1996, Fuels' total proved oil and gas reserves had a present
value, using a ten percent (10%) discount rate, of approximately 
$40,011,344.00, which was an increase from the December 31, 1995 report 
valuation of $10,223,000.00.  This increase was the result of:  a) production
of approximately three million MCFE (thousand cubic feet equivalent) of its 
reserves; and b) significantly higher end of year gas prices ($3.24/MCF 
compared to $1.28/MCF).  Although the December 31, 1996 report reflects a 
substantially higher value for the reserves, THE RYDER SCOTT REPORT VALUE MAY
BE UNREALISTICALLY HIGH DUE TO THE UNSEASONABLY HIGH 1996-97 WINTER PRICES.  
Since the end of last winter, prices have averaged at or below $2.00/MCF for 
Fuels' production basins.

     BECAUSE THE VALUE OF FUELS' NATURAL GAS RESERVES IS PRIMARILY 
DEPENDANT ON THE PRICE OF NATURAL GAS, SUCH VALUE CONSTANTLY FLUCTUATES AS
NATURAL GAS PRICES RISE AND FALL.  The Trustee believes that the current 

- ----------------
(2)  Effective December 31, 1996, Fuels booked a recovery of bad debts in the
     amount of $1,788,000.00.  Fuels' net operating income for the period 
     covered by this Report, including the bad debt recovery, would be 
     approximately $4,482,805.00.



present value of Fuels' proved oil and gas reserves are materially less than 
the December 31, 1996 figure estimated by Ryder Scott.  Nevertheless, the 
Trustee believes that Fuels is one of the Debtor's most valuable assets.(3)

     Fuels has a revolving credit facility with Colorado National Bank 
("CNB"), which has a $10,000,000.00 borrowing base. The balance owed to CNB 
as of June 30, 1996 was approximately $2,900,000.00 which balance was 
reduced to 0.00 as of June 30, 1997.(4)

          (b)  BONNEVILLE PACIFIC SERVICES COMPANY, INC. ("BPSC").  This 
wholly owned subsidiary of the Debtor is in the business of operating power 
projects.  BPSC currently operates, pursuant to long term contracts, the 
following projects:
               (i)  The NCA #1 85 megawatt natural gas fired cogeneration 
          project, located near Las Vegas, Nevada; and

               (ii) The NCA #2 85 megawatt natural gas fired cogeneration 
          project, located near Las Vegas, Nevada.

These valuable contracts are linked with Bonneville's continued indirect 
ownership interest in the NCA #1 project, which is discussed below.  In 
addition, BPSC oversees the operation of, and manages, the Estate's interest
in the Kyocera power project which is described later in this Report.

- ---------------
(3)  Portland General Holdings, Inc., claimed to have a security interest in 
     the stock of Fuels, securing a claim in the approximate amount of 
     $14,000,000.00 (which the Trustee and the Debtor at all times disputed).
     Pursuant to a settlement between the Trustee and Portland General (SEE
     discussion in Part III below) Portland General released its security 
     interest and returned the Fuels stock to the Trustee.

(4)  Fuels continues to use the revolving credit facility to acquire and 
     develop oil and gas properties.  As of August 15, 1997, the balance owed
     to CNB was approximately $500,000.00.



     As of June 30, 1997 BPSC had 39 employees.  During the one-year period 
covered by this Report, BPSC had gross income of approximately $4,638,000.00,
and net operating income of approximately $1,440,000.00.  BPSC HAS NO LONG 
TERM DEBT AND AS OF JUNE 30, 1997 HAS IN ITS POSSESSION UNENCUMBERED CASH OR 
OTHER LIQUID INVESTMENTS OF APPROXIMATELY $6,112,000.00. 

          (c)  NEVADA COGENERATION ASSOCIATES NO. 1 ("NCA #1").  NCA #1 is 
owner of an 85 megawatt natural gas fired project that has been in operation 
since 1992.  Bonneville, through its wholly owned subsidiary, Bonneville 
Nevada Corporation ("BNC"), has a fifty percent (50%) partnership interest in
NCA #1; the remaining partnership interest is owned by a subsidiary of Texaco,
Inc ("Texaco").  BONNEVILLE AND BNC HAVE ENTERED INTO VARIOUS AGREEMENTS WITH
TEXACO WHICH MAY SIGNIFICANTLY IMPACT UPON EITHER PARTNERS' ABILITY TO SELL
OR DISPOSE OF THEIR RESPECTIVE INTERESTS IN NCA #1.  As discussed above, 
NCA #1 is operated by Bonneville's wholly owned subsidiary, BPSC. 

     From July 1, 1996 through June 30, 1997, BNC received partnership 
distributions from NCA #1 totaling $6,280,000.00.  Of this amount, 
$2,751,507.89 was distributed to Bonneville and then paid by Bonneville to 
the Bank of Tokyo, pursuant to a court approved adequate protection 
agreement, in full satisfaction of the Bank of Tokyo's claim against the 
Estate (Claim No. 133), which was secured by Bonneville's stock in BNC.  
The Bank of Tokyo has withdrawn Claim No. 133 and released its security 
interest in the BNC stock.  THE REMAINDER OF THE PARTNERSHIP DISTRIBUTION,
TOTALING $3,528,492.11, HAS BEEN RETAINED BY AND REMAINS AT BNC.

     NCA #1 owes: (a) approximately $52,650,000 to a consortium of 
institutions that provided financing for the NCA #1 project; and 
(b) approximately $27,400,000 to the holders of industrial revenue bonds, 



which were sold to provide financing for the NCA #1 project.  NCA #1 is 
current on such obligations.  Bonneville has guaranteed the industrial 
revenue bonds.

     In December, 1996, NCA #1 was able to amend the long term credit 
facility (the "Loan") with the project lenders.  The Loan amendment provided 
for a lower interest rate, the release of certain reserve accounts and a 
reduction in administrative requirements for servicing the Loan.

     The NCA #1 Project is profitable and one of Bonneville's most valuable 
assets.  As previously reported, arbitration regarding curtailment activity 
(i.e. reduced power purchases) by Nevada Power Company ("NPC") has been 
concluded with NCA #1 being awarded and paid $829,920.00; which payment was 
reflected in the amounts distributed to NCA #1's partners.  The Settlement 
and Release Agreement between the parties did not, however, include any
provision regarding future curtailments of the project.  Since 
January 1, 1996, curtailments of NCA #1 have continued but at dramatically 
lower levels than previously experienced.  There is no assurance that this 
trend will continue.  In light of curtailment and market risks facing both 
NCA #1 and NPC, the parties negotiated and reached a tentative agreement 
pertaining to future curtailments.  The tentative agreement provides for a 
slight reduction in applicable energy and capacity rates but eliminates the 
threat of future curtailments, except in limited circumstances.  This 
agreement must be finalized and approved by various parties and thereafter 
approved by the Public Service Commission of Nevada ("PSCN") before it 
becomes effective.  The PSCN may not rule upon the agreement for several 
months.  If approved, management for NCA #1 believe that the settlement 
agreement will provide NCA #1 with long term revenue stability and additional
flexibility in anticipation of market deregulation.  The agreement if 



approved, will also resolve all remaining litigation between the parties.

     On September 24, 1996, the United States Environmental Protection Agency
("EPA") filed a Notice of Violation ("NOV") against NCA #1 relative to the 
installation of a selective catalytic reduction system ("SCR") for the 
project.  Through negotiations between representatives of NCA #1 and the EPA,
a tentative agreement regarding the NOV has been reached and a definitive
settlement agreement is currently being drafted by legal counsel for the EPA.

          (d)  KYOCERA PROJECT. The Debtor owns a gas-fired cogeneration 
project (nominally rated at 3.2 MW) which is located in San Diego, 
California, and which is known as the Kyocera Project.  The Kyocera Project 
is located at a microchip packaging manufacturing facility owned and operated
by Kyocera America, Inc.  ("KAI").  The electricity and chilled water 
produced by the Kyocera Project is purchased by KAI pursuant to an Energy 
Supply Agreement (the "Energy Supply Agreement"). 

     During the one-year period covered by this report, the Kyocera project 
generated net operating income of approximately $170,000.00.  This compares 
to net operating income for the previous one-year period of approximately 
$346,000.00, with the reduction resulting primarily from higher fuel prices.
Although the Kyocera project is only nominally rated at 3.2 MW, it is not
subject to any secured claims.  Therefore, the Trustee believes, based upon 
its net cash flows, that its value to the Estate is in excess of 
$1,000,000.00. 

     The Debtor and KAI have recently commenced negotiations regarding the 
possible expansion of the Kyocera Project and an extension of the Energy 
Supply Agreement. 



                                   III.
           SEGAL (TRUSTEE) V. PORTLAND GENERAL, ET AL. LITIGATION
           ------------------------------------------------------

     In August of 1993 the Trustee filed an Amended Complaint in a pending 
action in the United States District Court for the District of Utah (the 
"District Court"), which suit was the primary action by the Trustee to 
attempt to recover the millions of dollars lost by Bonneville due to the 
alleged wrongful or negligent acts of the defendants named in the litigation.
SEGAL (TRUSTEE) v. PORTLAND GENERAL, et al., Case No. 92-C-364J,  and the 
cases severed therefrom (the "Trustee's Litigation").  The Trustee is 
represented in this litigation by his special litigation counsel, Beus, 
Gilbert & Morrill of Phoenix, Arizona. 

     During the period of this Report, significant progress was made in the 
Trustee's Litigation.  Specifically, the Trustee entered into settlement 
agreements with all but one of the remaining defendants.(5)

     A brief summary of the terms and status of the settlements entered into 
or effectuated during the period covered by this Report is set forth below:(6)

     1.   FRASER & BEATTY AND J. MICHAEL BRADLEY.  The Settlement Agreement 
with Fraser & Beatty and J. Michael Bradley was entered into on 
August 8, 1996 and was approved (without objection) by the Bankruptcy Court 

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(5)  The only remaining defendant is William Cerutti.  The status of the 
     Trustee's action against William Cerutti is discussed at the end of this 
     Part III.

(6)  Each Settlement Agreement must be reviewed in its entirety for all 
     conditions (and consideration) of the settlemnt.  In each of the 
     settlments, the defendant has denied any wrongdoing or liability.



after a hearing held on September 3, 1996.  Fraser & Beatty, as required by 
the terms of the Settlement Agreement, paid the $10,000,000.00 settlement 
payment to the Estate on September 6,  1996.

     2.   PIPER JAFFRAY.  The Piper Jaffray Settlement Agreement was entered 
into on August 12, 1996 and was approved (without objection) after a hearing 
held on September 9, 1996.  Piper Jaffray, as required pursuant to the terms 
of the Settlement Agreement, made an initial settlement payment of 
$7,000,000.00 to the Estate on September 19, 1996.  Piper Jaffray is required
to pay to the Estate another $1,500,000.00 on September 9, 1997 and another 
$1,500,000.00 on September 9, 1998. 

     3.   PORTLAND GENERAL.  On August 22, 1996 the Trustee entered into a 
comprehensive verbal settlement agreement with Portland General Corporation 
("PGC"), its wholly owned subsidiary, Portland General Holding Inc. ("PGHI")
and certain past and present officers of PGC or PGHI (collectively such 
entities and persons are referred to as "Portland").  Pursuant to the 
settlement, which was documented by formal settlement agreement dated 
September 9, 1996, Portland has released any and all claims against 
Bonneville, the Estate and related entities and individuals, except that 
PGHI retains ownership of 2,000,000 shares of common stock of Bonneville.  
PGHI has surrendered ownership of approximately 7,842,000 shares of common 
stock of Bonneville and Portland has withdrawn with prejudice its filed claim
(in the amount of $230,369,276.00) against the Estate and dismissed its 
counterclaim against Bonneville and the Estate, which was pending in the 
Trustee's Litigation. The settlement was approved by the United States 
Bankruptcy Court (without objection) after a hearing held on October 7, 1996.



     4.   KIDDER PEABODY.  On September 20, 1996 the Trustee entered into a 
verbal settlement agreement with Kidder Peabody.  Pursuant to the settlement,
which was documented by formal settlement agreement dated October 4, 1996, 
Kidder Peabody paid $15,000,000.00 to the Estate on October 4, 1996.  The 
settlement was approved by the United States Bankruptcy Court (without o
bjection) after a hearing on the Motion held on October 28, 1996. 

     5.   WESTINGHOUSE.  On December 3, 1996, the Trustee entered into a 
settlement agreement with Westinghouse Electric ("Westinghouse").  Pursuant 
to the settlement, Westinghouse agreed (a) to pay $6,000,000.00 to the 
Estate, payable $3,000,000.00 not later than April 10, 1997 and 
$3,000,000.00 not later than April 10, 1998; and (b) to withdraw with 
prejudice its unsecured $6,000,000.00 subordinated claim. The settlement was 
approved by the Bankruptcy Court (without objection) after a hearing held on
December 20, 1996.  The first $3,000,000.00 payment was made by Westinghouse 
on April 9, 1997.  

     6.   JACK DUNLOP.  On or about December 4, 1996 the Trustee entered 
into a formal settlement agreement with Jack and Nancy Dunlop.  The 
settlement agreement provided for payment by Jack Dunlop of $10,000.00 and 
other consideration to the Estate.  The settlement was approved by the 
Bankruptcy Court (without objection) after a hearing held on 
January 13, 1997.  Dunlop paid the $10,000.00 settlement amount to the 
Estate on February 14, 1997. 

     7.   CALPINE.  On December 10, 1996 the Trustee entered into a verbal 
settlement agreement with Calpine Corporation ("Calpine"), a Defendant in 
an action severed from the main Litigation.  Pursuant to the settlement, 
which was documented by a formal settlement agreement dated 
December 30, 1996, Calpine agreed (a) to pay to the Estate the sum of 
$767,500.00; and (b) to release and withdraw with prejudice its filed claims 



in the total amount of $3,057,969.60.  The settlement was approved by the 
Bankruptcy Court (without objection) after a hearing held on January 28, 1997.
Calpine has withdrawn its claims and paid the $767,500.00 settlement amount 
to the Estate on February 11, 1997. 

     8.   DINUBA ENERGY, INC., AND RONALD C. YANKE.  On or about 
February 18, 1997, the Trustee entered into a verbal settlement agreement 
with Dinuba Energy, Inc. ("Dinuba"), and Ronald C. Yanke ("Yanke"), 
defendants in an action severed from the main Litigation.  Pursuant to the 
settlement, which was documented by formal settlement agreement dated 
February 24, 1997, Dinuba and Yanke paid $4,500,000.00 to the Estate on or 
about March 21, 1997.  The settlement was approved by the Bankruptcy Court 
(without objection) after a hearing held on March 17, 1997.  

     9.   AMENDMENT TO MAYER, BROWN & PLATT SETTLEMENT.  Pursuant to the 
Trustee's settlement with Mayer, Brown & Platt ("MBP"), which was discussed 
in the Trustee's fourth report, MBP paid $30,000,000.00 to the Estate and 
agreed to make an additional payment if MBP subsequently settled claims 
asserted against it by Portland General.  Specifically, pursuant to 
paragraph 11 of the Settlement Agreement, as approved by the Court, if 
Portland General settled with MBP before Portland General initiated suit 
against MBP then MBP would pay $3,500,000.00 to the Estate and if Portland
General settled with MBP after suit was initiated, but before trial 
commenced, then MBP would pay $1,750,000.00 to the Estate.  Conversely, if a 
trial on the merits commenced between Portland General and MBP and the 
parties then settled, or if the suit was fully litigated to a judgment, then 
the Estate would receive no additional amount from MBP.  Without Portland 
General having filed suit, MBP and Portland General tentatively reached a 
settlement agreement between themselves, which settlement was conditioned 



upon the Trustee agreeing to amend the Settlement Agreement so that the 
Estate would receive $1,750,000.00 pursuant to paragraph 11 of the Settlement
Agreement (rather than $3,500,000.00).  The Trustee agreed to amend the MBP 
Settlement Agreement, as requested, in order to ensure that the settlement 
between MBP and Portland General would be effectuated. The Amendment to the 
MBP Settlement Agreement was approved by the Bankruptcy Court (without 
objection) after a hearing held on January 28, 1997.  MBP paid the 
$1,750,000.00 to the Estate on February 4, 1997.

     10.  PAYMENTS BY L. WYNN JOHNSON.  Pursuant to the Trustee's settlement 
with L. Wynn Johnson ("Johnson"), which was discussed in the Trustee's 
fourth report, Johnson agreed to pay (in addition to other consideration) a 
total of $1,650,000.00 to the Estate.  Johnson, as required by the terms of 
the Settlement Agreement, paid an initial settlement payment of $250,000.00 
on June 24, 1996.  Concerning the remaining $1.4 million balance, Johnson 
paid three (3) installments of $50,000.00 each on or about July 1, 1996, 
October 1, 1996 and January 1, 1997, and paid a $100,000.00 installment on or
about July 1, 1997.  The remaining balance (plus accrued interest at 6% per 
annum) is due in two additional installments of $100,000.00 each on 
October 1, 1997 and January 1, 1998, with a final payment of the entire 
remaining balance on or before April 1, 1998.

     All litigation settlement recoveries actually received by the Estate 
are subject to a contingency fee in favor of the law firm of Beus, Gilbert & 
Morrill ("BG&M"), special litigation counsel for the Trustee(7).  The "Legal 
Representation Agreement" between the Trustee and BG&M, which sets forth the 

- ---------------
(7)  Because the Estate received no affirmative recovery from Portland 
     General, BG&M received no fees in connection with the Trustee's settlment
     with Porland General despite an enormous amount of work by BG&M in 
     connection with that litigation.



terms of the contingent fee arrangement, was approved after notice and 
hearing by the Bankruptcy Court in 1992.  Pursuant to the contingent fee 
agreement, BG&M would, after subtracting for litigation costs, be paid forty 
percent (40%) of any settlement or litigation recoveries received after trial
commences, thirty-three percent (33%) of any settlement sums received after 
the litigation is filed but before trial commences, or, as the case may be, 
twenty percent (20%) of the settlement sum received if the settlement occurs 
before litigation is commenced (in all instances less amounts paid to the
Trustee's General Counsel, Cohne, Rappaport & Segal, P.C., for fees related 
to the Trustee's  Litigation).  Any fees or costs paid to BG&M must first be 
allowed (approved) by the Bankruptcy Court upon application after notice and 
hearing.

     The only remaining defendant in the Trustee's Litigation (including 
actions severed from the main litigation) is William Cerutti (Segal v. 
Cerutti, United States District Court for the District of Utah, Case 
No. 92-CV-1115-J-C).  A continued hearing was held by the District Court on 
November 1, 1996 concerning the motion by Defendant William Cerutti for 
Summary Judgment.  At the hearing the Court made an oral ruling granting the 
Defendant's motion.  The Defendant filed a Proposed Order Granting Summary
Judgment and on December 16, 1996 the Trustee filed a Motion for 
Reconsideration and an objection to the Proposed Order.  A hearing on the 
Trustee's Motion for Reconsideration was held on February 28, 1997 at which 
time the Court took the matter under advisement.  As of the date of this 
Report, the Court has not ruled on the Trustee's Motion for Reconsideration.



                                    IV.
                  OTHER PENDING LITIGATION AND SETTLEMENTS
                  ----------------------------------------

     In addition to the SEGAL v. PORTLAND GENERAL, et al. litigation 
discussed in Part III of the Report, the Trustee was also involved in or is 
monitoring several cases and other matters, as described below.  The Trustee 
has also obtained a number of agreements from various persons or entities 
which agreements "toll" the running of any statute of limitation period.(8)
During the period covered by this Report, the Trustee has reached settlements
with several such persons and entities, which settlements are discussed 
below.  Also discussed below are other miscellaneous settlements(9) that have 
been reached by the Trustee during the period covered by this Report.

     1.   GOHLER v. WOOD. A class action suit has been commenced by certain 
shareholders and debenture holders of Bonneville Pacific against some of the 
same defendants named by the Trustee in the SEGAL v. PORTLAND GENERAL, et al.
litigation.  The class action suit is entitled GOHLER v. WOOD, United States 
District Court for the District of Utah, Case No. 92-C-181S.  The class has 
been certified.  The plaintiffs in the class action are represented by 
Milberg, Weiss, Bershad, Hynes & Lerach as lead counsel.  The remaining 

- ---------------
(8)  The Trustee has entered into "tolling agreements" with certain persons
     or entities, which toll the running of any applicable statute of
     limitation that might otherwise bar the Trustee from initiating suit
     against such person or entity.  The Trustee and his repsective attorneys 
     are now completing their investigation into those persons or entities 
     which executed tolling agreements.  If the Trustee is not able to settle 
     possible claims held by the Estate against persons or entities that
     signed tolling agreements and who, or which, the Trustee believes are 
     liable to Bonneville, then in the next few months the Trustee, with the
     assistance of his special litigation counsel, may commence additional
     litigation.

(9)  Each Settlement Agreement must be reviewed in its entirety for all terms
     and conditions (and consideration) of the settlment.  In each settlement,
     the defendant has denied all wrongdoing or liability.



defendants are (a) Deloitte & Touche, (b) Mayer, Brown & Platt, 
(c) Hanifen Imhoff, (d) Kidder-Peabody, and (e) Piper-Jaffray.  While the 
Trustee is not a party to this suit, he continues to monitor the action.

     2.   NATIONAL UNION v. BRIX, et al.  This case was filed in the United 
States District Court for the District of Utah, Case No. 92-C-1047S. The 
Plaintiff in this litigation, National Union Fire Insurance Company of 
Pittsburgh, PA ("National Union"), issued, and Bonneville purchased, a 
$10,000,000.00 director and officer liability insurance policy and a 
$5,000,000.00 attorney policy insuring Bonneville and its officers, 
directors and in-house attorneys.  The Trustee, as well as many other 
parties, were named as defendants in the action.  Through a series of 
settlements, National Union paid a total of approximately $10,000,000.00 
(directly or indirectly) to either (a) the GOHLER v. WOOD class action 
plaintiffs (see subsection 1 above)(10), or (b) in defense costs to the former
officers, directors or attorneys of Bonneville.  The Estate did not receive 
any funds from these settlements.  While the Trustee did not contest most of 
the settlements, the Trustee did object to National Union paying what was 
estimated by the Trustee to be approximately $3,000,000.00 in defense costs 
related to claims asserted by the Trustee against certain former officers,
directors or attorneys of Bonneville whom the Trustee alleged were
liable to the Estate for some of Bonneville's losses; i.e., it was the 
Trustee's position that the insurer (National Union) could not pay defense 
costs when it was Bonneville, an insured and purchaser of the policies, which
had initiated the litigation against its own officers, directors and 
attorneys.  The District Court approved the settlements over the Trustee's 

- ---------------
(10) The Trustee is informed and believes that the class action plaintiffs 
     (or their attorneys) remain in possession of several million dollars 
     resulting from such settlements.



objection and the Trustee appealed the District Court decision to the Tenth 
Circuit Court of Appeals (Case No.  4093).

     During the period of this Report, the Trustee entered into a Settlement 
Agreement dated July 17, 1996 with National Union (which settlement also 
included as a party Mark E. Rinehart, who at various times served as General 
Counsel for the Debtor).  The settlement was approved by the Bankruptcy Court 
(without objection) pursuant to an Order entered on August 21, 1996. Pursuant
to the Settlement Agreement, National Union made a settlement payment of 
$400,000.00 to the Estate on September 6, 1996, in consideration for the 
dismissal of the Trustee's appeal and the release of claims possessed by the 
Trustee against National Union and Mark E. Rinehart. 

     3.   RAYMOND L. HIXSON.  The Trustee's settlement with Raymond L. Hixson
("Hixson") was entered into June 17, 1996 and was approved (without 
objection) by the Bankruptcy Court by Order entered on July 22, 1996.  
Although Hixson was not a defendant in the Trustee's Litigation, Hixson had 
signed a "tolling agreement" which tolled the running of the statute of 
limitations on claims relating to Hixson's involvement with Bonneville.  
Hixson, as required by the terms of the Settlement Agreement, paid the 
$1,000,000.00 settlement payment to the Estate on or about July 25, 1996.

     4.   NORWEST BANK.  On April 10, 1997, the Trustee entered into a 
verbal settlement agreement with Norwest Bank Minnesota, N.A, ("Norwest"), 
one of the entities which had signed a tolling agreement.  Pursuant to the 
settlement, which was documented by formal settlement agreement dated 
April 16, 1997, Norwest paid to the Estate $5,000,000.00 on May 12, 1997.  



The settlement was approved by the Bankruptcy Court (without objection) after
a hearing held on May 12, 1997.

     5.   COFFIN PARTIES.  On May 30, 1997 the Trustee entered into a 
Settlement Agreement with Terry E. Coffin, Coffin, Snyder & Matthews and 
Runft, Coffin & Matthews, Chartered (collectively the "Coffin Parties") 
pursuant to which the Coffin Parties paid to the Estate the sum of 
$990,511.67.  The settlement was approved by the Bankruptcy Court (without 
objection) after a hearing held on June 30, 1997.

     6.   LDS CHURCH.  Since 1985, certain "Insiders" of Bonneville 
(specifically, Robert L. Wood,  L. Wynn Johnson, Jack Dunlop and Raymond L. 
Hixson) made cash contributions to The Church of Jesus Christ of Latter Day 
Saints (the "LDS Church").  The LDS Church also directly received from the 
Insiders shares of common stock in Bonneville Pacific Corporation, some of 
which was sold by the LDS Church.  Between 1989 and 1991 certain of the 
Insiders also donated real property to the LDS Church.

     On May 23, 1997 the Trustee entered into a Settlement Agreement with 
the LDS Church.   Pursuant to the Settlement Agreement, the LDS Church paid 
to the Estate the sum of $1,100,000.00 and the LDS Church was granted a claim 
of up to approximately $500,000.00 for damages incurred by the LDS Church
arising from its purchase of stock of the Company (which claim may be 
subordinated pursuant to 11 U.S.C. Section 510(b)).  The settlement was 
approved by the Bankruptcy Court (without objection) after a hearing held on 
July 7, 1997.  

     7.   DESERET TRUST COMPANY.  On May 23, 1997 the Trustee entered into a 
Settlement Agreement with the Deseret Trust Company ("DTC"), the LDS Church, 
Raymond L. Hixson and Vivian M. Hixson concerning the Raymond L. Hixson 



Charitable Remainder Unitrust, which was funded with shares of Bonneville 
owned by Raymond L. Hixson.  Pursuant to the settlement, the LDS Church paid 
a total of $580,000.00 to purchase the "income interest" specified in the
Unitrust as well as any other right, title or interest the Hixsons, the 
Trustee, Bonneville or the Estate may have had in the Unitrust or its assets.
A portion of the $580,000.00 payment, in the amount of $232,000.00, was paid 
directly to Vivian Hixson as required by the provisions of the previous 
Settlement Agreement between the Trustee and Raymond L. Hixson and Vivian 
Hixson (see subparagraph 3 above).  $232,000.00 of the $580,000.00 payment 
was paid to the Trustee for the benefit of the Estate and $116,000.00 of the
$580,000.00 payment was paid to the Trustee to be held by him for payment 
(subject to Bankruptcy Court approval) to his special litigation counsel, 
Beus, Gilbert & Morrill ("BGM"), pursuant to the 1992 contingent fee 
agreement between the Trustee and BGM.  The settlement was approved by the 
Bankruptcy Court (without objection) after a hearing held on July 7, 1997.  
Subsequently the Bankruptcy Court approved the payment of fees to BGM. 

     8.   CLAIM NO. 145 FILED BY FIRST SECURITY BANK, N.A.  The Trustee and 
First Security entered into a Settlement Agreement dated April 18, 1997, 
concerning Claim No. 145 filed by First Security Bank, N.A., related to the 
Crystal Springs Project and the Antelope Valley Project.  Pursuant to the 
settlement, First Security reduced its $2,504,869.14 claim related to the 
Crystal Springs Project to $50,000.00.  The settlement was approved by the
United States Bankruptcy Court (without objection) after a hearing held on 
June 2, 1997.  As a consequence of the settlement, First Security's combined 
claim against the estate totals $800,000.00, (i.e., $750,000.00 related to 
the Antelope Valley Project and $50,000.00 related to the Crystal Springs 
Project).



     9.   GERALD MONSON.   On June 18, 1997 the Trustee entered into a 
formal settlement agreement with Gerald Monson, a former officer of the 
company who had signed a tolling agreement.  Pursuant to the settlement, 
Gerald Monson paid the Estate the sum of $30,000.00 on July 31, 1997.  The 
settlement was approved by the United States Bankruptcy Court (without 
objection) after a hearing held on July 14, 1997.

     10.  VULCAN POWER COMPANY.  On May 5, 1997, the Bankruptcy Court 
approved a settlement agreement between the Debtor and Vulcan Power Company 
("Vulcan") a debtor-in-possession in a case then pending in Oregon.  The 
settlement is intended to resolve issues arising from the Debtor's sale to 
Vulcan of its interest in the Mammoth Project in California.  The Trustee 
currently estimates that the Debtor may have to spend approximately 
$150,000.00 to plug and abandon certain geothermal well sites connected with 
the Mammoth Project. 

     11.  HANSEN, JONES & LETA, P.C.   On June 17, 1997 the Trustee entered 
into a formal settlement agreement with Hansen, Jones & Leta, P.C. and the 
Home Insurance Company, its insurer.  Hansen, Jones & Leta served as counsel 
for Bonneville from November 18, 1991 to December 5, 1991 and as counsel for 
Bonneville as debtor in possession from December 5, 1991 to March 31, 1992.  
By court order dated December 2, 1992 (with a related motion to alter or 
amend being denied on May 22, 1996), the Bankruptcy Court denied Hansen, 
Jones & Leta's Final Fee and Cost Application and further ordered 
disgorgement of all fees previously paid to Hansen, Jones & Leta.  Hansen, 
Jones & Leta appealed the decision of the Bankruptcy Court.  The settlement 
agreement resolved all legal issues and provided for payment of 
$149,012.20 to the Estate.  The settlement was conditioned upon approval by 



the Bankruptcy Court.  A hearing on the Trustee's Motion for Approval of the 
Settlement Agreement was held as scheduled on July 14, 1997, at which hearing
the Court approved the settlement.  The settlement has now been fully 
consummated and the appeal has been dismissed. 

     12.  LEBOEUF, LAMB, GREENE & MACRAE.  On or about March 26, 1997 the 
Honorable Thomas R. Brett, United States District Court Judge, denied a writ
of mandamus sought by the law firm of LeBoeuf, Lamb, Greene & MacRae 
("LeBoeuf") directed towards Judge Allen of the Bankruptcy Court.  However, 
in so ruling the District Court withdrew reference from the Bankruptcy Court 
with respect to all matters related to LeBoeuf.  The Trustee estimated that 
LeBoeuf (which had represented the Official Unsecured Creditors' Committee
prior to June 16, 1992) could have sought a large administrative claim 
against the Estate.  However, LeBoeuf and the Trustee entered into a 
Settlement Agreement dated May 8, 1997, which resolved all matters between
the Estate and LeBoeuf.  The settlement was conditioned upon approval of the 
United States District Court.  The hearing on the Motion for Approval of the 
Settlement was held as scheduled on June 6, 1997, at which hearing the 
District Court approved the settlement.  Pursuant to the Settlement 
Agreement, LeBoeuf has reimbursed the Estate $64,679.25 in previously 
allowed and paid fees and costs and the parties have mutually released one
another from any and all claims.  

     13.  SNELL & WILMER ATTORNEYS' FEES.  On May 22, 1996, the Bankruptcy 
Court entered its Memorandum Opinion and Decision on the Motion for 
Reconsideration filed by Snell & Wilmer concerning the Court's 
December 2, 1992 Memorandum Decision denying the law firm any fee 
compensation (as counsel for the Debtor-in-possession and special counsel 
for the Trustee) and ordering disgorgement of all payments previously 



received by such law firm.  Snell & Wilmer appealed the decision to the 
District Court.  The appeal was fully briefed and oral argument was heard on 
July 8, 1997.  To date, there has been no ruling on the appeal.  The 
monetary amounts sought by Snell & Wilmer exceed $200,000.00.


                                     V.
                        MISCELLANEOUS OTHER MATTERS
                        ---------------------------

     1.   INTERCOMPANY RECEIVABLES AND PAYABLES.  On December 4, 1996 the 
Trustee filed a Motion for Approval of the Trustee's Resolution of 
Intercompany Receivable and Payables by which certain debts allegedly due 
and owing by Bonneville to its wholly-owned subsidiaries and certain 
obligations of the subsidiaries due and owing to Bonneville pre-petition 
would be offset and any net payable to Bonneville would be converted to 
equity.  A hearing on the Motion was held as scheduled on December 20, 1996
at which hearing the Motion was approved.  The Trustee and Bonneville have
now taken all of the actions necessary to so resolve the intercompany 
receivables and payables as authorized by the Bankruptcy Court.  

     2.   CHANGE OF TAX YEAR.  In an effort to resolve tax issues relating 
to the material litigation settlements which have occurred since May 1, 1996,
the Trustee filed with the Internal Revenue Service an application to change
the Debtor's tax year from one ending on April 30th to one ending on 
December 31st.  The Trustee desired to change the Debtor's tax year period 
(when changed the Debtor would have a short tax year from May 1, 1996 through
December 31, 1996 and thereafter the Debtor's tax year would be on a 
calendar year basis) in order to facilitate the filing of a plan of


 
reorganization for the Debtor.  By shortening the Debtor's tax year, the 
Trustee may be able to receive a prompt tax determination for the tax year 
ending December 31, 1996, which determination will facilitate any party in 
interest filing a plan of reorganization because the amount of tax owed by 
the Debtor, if any, should be quantified (see 11 U.S.C. Section 505).  The 
IRS, on February 24, 1997, conditionally granted the Debtor's application to 
change its tax year.  It is believed that the Debtor can meet and comply 
with all of the conditions imposed by the IRS and therefore the Debtor is
proceeding as if its tax year has been changed and a U.S. Corporate Income 
Tax Return will be filed for the short year ended December 31, 1997.  The IRS
has notified the Trustee that the IRS will not be auditing the Debtor's filed
consolidated U.S. Corporation Income Tax Return for the period ending 
April 30, 1996.  The Debtor is in the process of preparing the 
U.S. Corporate Income Tax Return for the year ending December 31, 1996 and 
that return will be completed and filed on or before September 15, 1997.

     3.   SUBSIDIARY MANAGEMENT RETENTION PROGRAMS.  On June 23, 1997, the 
Bankruptcy Court granted the Trustee's Motion for Management Retention 
Programs for the Debtor's Subsidiaries.  The Trustee is currently in the 
process of working with the employees of Bonneville Fuels Corporation and 
Bonneville Pacific Services Corporation on employment agreements consistent 
with the approved Management Retention Programs.



                                    VI
                         CLAIMS AGAINST THE ESTATE
                         -------------------------

     The following is not intended to be a definitive analysis of claims 
which have been, or might be, asserted against the Estate.  The following 
discussion is intended to give parties in interest a general understanding 
of the types of claims which have been, or which may be, asserted.    THE
FOLLOWING DISCUSSION OF CLAIMS (AND THE AMOUNTS SET FORTH HEREIN) REFLECT
ONLY THE TRUSTEE'S ESTIMATION OF THE AMOUNT OF POSSIBLE CLAIMS AGAINST THE
ESTATE; IT IS VERY LIKELY THAT THE AMOUNTS STATED HEREIN MAY CHANGE 
MATERIALLY due to,among other things, amendments to deficient claims, rulings
by the Bankruptcy Court concerning claim objections(11) or negotiations 
between the various parties-in-interest.

     1.   GENERAL STATUS OF FILED CLAIMS.  The Bankruptcy Court has 
established two (2) claim bar dates (deadlines), one being the original 
April 13, 1992 date and the other (the supplemental bar date) being 
December 16, 1996(12).  As of December 16, 1996 there were a total of not 

- ---------------
(11) The Trustee, as well as any other party-in-interest, may object to any
     filed claim.  11 U.S.C. Section 502(a).

(12) On August 20, 1996 the Trustee filed a Motion for Establishment of a 
     Supplementary Claims Bar Date seeking to set December 16, 1996 as the
     claims bar date by which all creditors of Bonneville who had not 
     previously been adequately notified to file claims must complete and 
     file a proof of claim with the Clerk of the Bankruptcy Court.  The 
     Trustee believes that most of the new claims which have been filed relate
     to possible claims against Bonneville arising out of the purchase or 
     sale of its securities.  SEE 11 U.S.C. Section 510(b).  A hearing on the
     Motion was scheduled before the Bankruptcy Court on September 10, 1996.
     No objections to the Motion were filed and at the hearing the Court 
     granted the Motion and signed an order establishing the supplementary 
     claims bar deadline.  Consequently, the Trustee proceeded with the action 
     authorized by the order granting the Motion; specifically, notice was
     sent to thousands of potential claimants and notice was published in 
     newspapers of general circulation throughout the United States.



less than 4,247 proofs of claim filed as reflected in the official claims 
register maintained by the Clerk of the United States Bankruptcy Court in 
connection with Debtor's case, excluding those claims deemed filed pursuant 
to 11 U.S.C. Section 1111(a).  Subsequent to December 17, 1996, there were 
not less than an additional 357 claims filed.(13)

     2.   ADMINISTRATIVE AND PRIORITY CLAIMS.  While the Estate is current 
in paying all of its allowed (and ordinary course) administrative claims, 
it is EXTREMELY DIFFICULT TO ESTIMATE the total amount of the administrative 
expenses which will ultimately be allowed.  Such additional administrative 
expenses may include, but are not limited to: (a) unpaid income taxes 
(including any alternative minimum tax) since May 1, 1996; (b) fees and 
costs incident to confirming a plan of reorganization; (c) "substantial
contribution" claims pursuant to 11 U.S.C. Section 503(b); and (d) although 
the Bankruptcy Court has allowed interim fees and costs for the Trustee and 
his Professionals, the final award of fees and costs has not been allowed by 
the Bankruptcy Court(14).  The Trustee currently estimates that the total 
amount of all priority and administrative claims (including taxes, 
administrative fees and amounts necessary to plug and abandon the Mammoth 
Project geothermal wells) could be as much as $15,000,000.00.

- ---------------
(13) It is not clear which late claims, if any, the Court will permit to be 
     deemed timely filed. CF. PIONEER INV. SERVICES v. BRUSWICK ASSOC., 
     113 S.Ct. 1489 (1993).  IT IS ALSO LIKELY THAT ADDITIONAL LATE CLAIMS
     WILL BE FILED.  Generally the claim amounts discussed herein take into
     account the late claims filed through August 25, 1997.

(14) SEE 11 U.S.C. Section 326(a) for limitations on compensation for a 
     bankruptcy trustee.  To date the Trustee has been paid for almost a
     five (5) year period less than $800,000.00 (which fees have been based
     upon the hours expended by the Trustee in administering the Estate.



     3.   SECURED CREDITORS.  There are NO remaining secured claims against 
the Estate.  At the time of the Trustee's fourth report, there were two (2) 
secured claims against the Estate: (a) the disputed claim of Portland 
General secured by a pledge of Bonneville's stock in Bonneville Fuels (see 
Part III above); and (b) the claim of Bank of Tokyo secured by a pledge of 
Bonneville's stock in BNC(15).  As discussed in Part III above, the Trustee 
entered into a Settlement Agreement with Portland General, which resulted
in the withdrawal of Portland General's secured claim and the release of 
Portland General's security interest in the Fuels stock.  As discussed in 
Part II above, during the period covered by this Report, the Trustee fully 
paid the obligation owing Bank of Tokyo on its secured claim.

     4.   BANK CLAIMS.   At the present time the Trustee estimates that the 
unsecured claims of financial institutions or similar entities (calculated 
at the amount owed as of the date of the Debtor's voluntary Chapter 11 
petition, December 5, 1991, hereafter the "Petition Date") total a little 
more than $31,000,000.00, taking into account the resolution of the First 
Security Bank claim, as discussed in Part IV above.

     5.   1989 CONVERTIBLE SUBORDINATED 7 3/4% DEBENTURES (HEREAFTER
"DEBENTURES").  At the present time the Trustee estimates that the unsecured 
claims of the CURRENT HOLDERS of the Debentures (calculated at the amount 
owed as of the Petition Date) total approximately $64,750,000.00(16).  The 

- ---------------
(15) As discussed in Section II of this Report, NCA #1 also has multimillion 
     dollar obligation to a consortium of institutions and to the holders 
     of certain industrial revenue bonds.  The Debtor has guaranteed the 
     industrial revenue bonds.

(16) This number is ascertained by adding to the $63,250,000.00 principal
     amount owed on the Debentures prepetition interest of approximately
     $1,500,000.00 which interest is calculated at the rate of 7 3/4% per 
     annum for 3 2/3 months (August 15, 1991 to December 5, 1991).



bank claimants (see paragraph 4. above) may argue that these Debenture 
claims are contractually subordinated to the Bank Claims.

     6.   TRADE OR MISCELLANEOUS (NON-SECURITIES) GENERAL UNSECURED CLAIMS.  
At the present time the Trustee estimates that valid trade claims or other 
miscellaneous (non-securities related) general unsecured claims (calculated 
at the amount owed as of the Petition Date) should total between 
approximately $5,000,000.00 and $6,000,000.00.

     7.   PREPETITION DEBENTURE SALE CLAIMS.  Claimants in this category are 
those persons or entities who between August 15, 1989 (the approximate date 
of the issuance of the Debentures) and December 5, 1991 sold their Debentures
and incurred a loss; such claims are likely subordinated pursuant to 
11 U.S.C. Section 510(b).

     Of the filed claims in this category, the Trustee estimates that 
approximately $5,000,000.00 in claims (generally calculated on the net loss 
between the purchase price and sales price at the time of the prepetition 
sale) appear to be valid.  An additional approximately $500,000.00 in claims 
(generally calculated on the net loss between the purchase price and sales 
price at the time of the prepetition sale) in this category have also been 
filed but such claims require additional investigation by the Trustee or
documentation from the claimant; therefore, the Trustee estimates that only 
an unknown portion of these additional claims will ultimately be determined 
to be valid.

     8.   POST-PETITION DEBENTURE SALE CLAIMS.  Claimants in this category 
are those persons or entities who on or after December 6, 1991 sold the 
Debentures they had purchased prepetition and incurred a loss.  It is not 
clear whether these claimants possess any allowable claim.  Specifically, an 
argument can be made that post-petition sellers of the Debentures have no 
remaining claim against the Estate because when the sale occurred each seller



transferred (assigned) the entire claim to the buyer of the Debenture and, 
therefore, the seller no longer has any claim of any kind against the Debtor 
or the Estate.  If claimants in this category are determined to have allowed 
claims, then such claims are likely subordinated pursuant to 
11 U.S.C. Section 510(b).

     If claimants in this category are determined to possess allowable 
claims against the Estate, then of the filed claims in this category the 
Trustee estimates that approximately $10,000,000.00 in claims (generally 
calculated on the net loss between the purchase price and sales price at the 
time of the post-petition sale) appear to be valid.  If claimants in this 
category are determined to possess allowable claims against the Estate, then
an additional approximately $1,000,000.00 in claims (generally calculated 
on the net loss between the purchase price and sales price at the time of 
the post-petition sale) in this category have also been filed but such 
claims require additional investigation by the Trustee or documentation from 
the claimant; therefore, the Trustee estimates that only an unknown portion 
of these additional claims could ultimately be determined to be valid.

     9.   LIMITED PARTNER CLAIMS.  Claimants in this category would be 
persons or entities who purchased limited partnership interests in Magic 
Valley Hydroelectic Associates 1984, a Utah limited partnership affiliated 
with the Debtor.  These claims total approximately $4,000,000.00(17).  The 
Debtor may possess some valid defenses to these claims; accordingly, the 
Trustee is investigating these claims further.  If claimants in this category 
are determined to have allowed claims, then such claims may be subordinated
pursuant to 11 U.S.C. Section 510(b).

- ---------------
(17) The method of loss calculation utilized by the claimants and the time
     (date) at or through which the claim is calculated varies greatly
     amount the respective claims.



     10.  SECTION 510(b) EQUITY CLAIMS.  Claimants in this category are 
persons or entities who prepetition purchased the Debtor's common stock and 
because of such purchase suffered a loss(18).  Of the filed claims(19) in 
this category, the Trustee estimates that in the range of approximately 
$40,000,000.00 in claims(20) appear to be valid(21).  An additional 
approximately $10,000,000.00 in claims in this category have also been filed 
but such claims require additional investigation by the Trustee or 
documentation from the claimant (or the claims may be duplicates); therefore, 
the Trustee estimates that only a portion of these additional claims will
ultimately be determined to be valid.

     11.  EXISTING EQUITY.  At the present time the Trustee estimates that 
there are approximately 11,600,000 shares of the Debtor's common stock now 

- ---------------
(18) Such losses include both claimants who sold their stock and those who
     still retain their stock.  AS TO THOSE CLAIMANTS WHO STILL OWN THE STOCK,
     THE CLAIM AMOUNT FIGURES DO NOT INCLUDE ANY CREDIT FOR THE CURRENT
     REMAINING VALUE, IF ANY, OF THE EQUITY.

(19) The method of loss calculation utilized by the claimants and the time 
     (date) at or through which the claim is calculated varies greatly among
     the respective claims.  Some currently existing equity holders filed 
     claims but apparently unintentionally omitted from the claim their 
     monetary Section 510(b) securities related claim; in calculating the 
     total amount of the filed claims in this category the Trustee has
     assumed, for the time being, that some of these currently existing 
     holders also possess a monetary Section 510(b) equity claim against the 
     Debtor.

(20) This claim amount is generally calculated as follows.  If the claimant 
     has sold the stock, then the amount is generally calculated on the net
     loss between the purchase and the sales price at the time of the sale.
     If the claimant has not sold the stock, then the amount is generally 
     calculated only on the purchase price at the time of purchase; such 
     amount does not include any credit for the current remaining value, if
     any, of the stock.  In calculating the claim amounts (loss), generally 
     the transaction costs (e.g., commissions) have been included.

(21) Such claims amount includes the $10,000,000.00 allowed, compromised claim 
     of CIGNA (now assigned) and the $3,000,000.00 claim filed by the plan 
     trustee for the Debtor's ESOP Plan (Claim No. 243).  Concerning this
     latter claim, the Trustee currently believes that the claim amount
     is too high and should be materially reduced.



held by persons or entities other than the Debtor or the Trustee(22).  Of this 
amount, Portland General Holdings Inc. is in possession of 2,000,000 shares.  
On April 22, 1997, investment partnerships affiliated with Wexford Management,
LLC, announced that it had filed a Schedule 13D with the Securities and 
Exchange Commission since it had acquired 752,500 shares of the Debtor's 
common stock at a total purchase price of $602,592.00.

     12.  DEEPLY SUBORDINATED CLAIMS.  Deeply subordinated claims (i.e., 
those claims which are subordinated to all other claims against the estate) 
are claims which arose by reason of the Trustee's negotiated settlements 
with various creditors.  Such claims, all of which have been approved by the 
Court, total $8,945,000.00.

     13.  POST-PETITION INTEREST ON CLAIMS.  Various claimants argue that 
they are entitled to post-petition interest on their allowed claims(23).  
At this time it is not known whether post-petition interest will ever be paid 
on any allowed unsecured claim because (a) it is not at all clear that the 
Estate will possess sufficient funds to pay post-petition interest on any 
particular class of claims, and (b) the law concerning payment of 
post-petition interest to any particular class of claims is not clear and, 
therefore, even if sufficient funds did exist, the issue of payment of 
post-petition interest (and the applicable rate of interest, if any, and 

- ---------------
(22) The Trustee is also in possession of approximately 9,500,000 shares of
     the common stock of the Debtor; such stock was received by the Trustee
     as part of his Court approved settlements with the Insiders, Portland
     General, Westinghouse and others.  The Debtor also holds approximately
     210,000 shares in treasury stock.

(23) Certain classes of creditors (for example, those in categories 7, 9 and
     10 above) may also argue that they are entitled to prepetition interest
     on their claim from the time the claim arose until the Petition Date.
     PLEASE NOTE THAT IN GENERAL THE CLAIM AMOUNTS FOR CATEGORIES 7, 9 AND
     10, AS SET FORTH IN THIS REPORT, DO NOT INCLUDE ANY PREPETITION INTEREST 
     CALCULATION FROM THE TIME THE CLAIM AROSE UNTIL THE PETITION DATE.



from what date) to any particular class of claims would have to be either 
consensually resolved in a plan of reorganization or would have to be 
adjudicated by a court of competent jurisdiction.


                                    VII.
                       AVAILABLE ASSETS FOR CREDITORS
                       ------------------------------

     The primary assets of the Estate are as follows:  (1) the Trustee 
anticipates that by the end of September 1997, the Estate will have, after 
the payment of or the reserve for the contingent fee owed to BG&M, cash, 
other liquid investments, collectible settlement receivables and other 
account receivables totaling approximately $140,000,000.00(24); (2) the 
Estate's interest in (a) Bonneville Fuels, (b) Bonneville Pacific Services 
Company, Inc., (c) the NCA #1 Project and (d) the Kyocera Project, all 
described in Part II of this Report;  (3) miscellaneous assets, including the
Estate's affirmative claims against remaining  parties which have signed 
"tolling agreements" with the Trustee, having an estimated current net value 
of approximately $1,500,000.00. 

      The value of the Debtor's interest in its businesses is difficult to 
estimate.  For example, the value of Fuels fluctuates with changes in 
natural gas price, and the value of NCA #1's (BNC) and BPSC's contracts must 
be analyzed in light of possible disputes with Nevada Power Company and the 
contractual relationships with Texaco.  In any event, in January of 1997 the 
Trustee retained, with Bankruptcy Court approval, Bear, Stearns & Co., Inc. 
to, among other things, value the Debtor's businesses.  Bear, Stearns & Co.,

- ---------------
(24) Cash and liquid assets which are EXCLUDED from this number, but which 
     are or may indirectly be part of the Estate (as of June 30, 1997)
     include the significant unrestricted cash and other liquid investments
     of BPSC and BNC, as described in Part II(b) and (c) of this Report.



Inc. preliminarily completed most of its initial work in valuing the 
businesses but has made no written report to the Trustee.  At this time the 
Trustee has not decided whether to make public the valuation work to date 
performed by Bear, Stearns & Co., Inc.  However, in part based upon the 
preliminary valuation work of Bear, Stearns & Co., Inc., the Trustee is of 
the opinion that the book value of the Company's business assets, which is 
the value used on the Company's balance sheet which is included in the Monthly
Financial Statements filed with the Bankruptcy Court (under the category 
"Other Assets: Investment in and advances to subsidiaries and partnership") 
is likely materially less than the current fair market value of such 
businesses. 


                                    VIII.
                               REORGANIZATION
                               --------------

     In light of the settlements to date reached in the Trustee's Litigation 
and in light of the December 16, 1996 supplementary claim deadline, the 
Trustee is now in the position to possibly formulate and propose a plan of 
reorganization.  Meetings were held in April 1997 and August 1997, in 
New York City with major creditors, equity owners and other claimants, at 
which meetings certain issues relating to a plan were discussed.  While 
general plan negotiations with parties in interest are now beginning, it will
be several months, if not substantially longer, before any creditor with an 
allowed claim can anticipate receiving any distribution from the Estate.

     The Trustee has employed the law firm of Weil, Gotshall & Manges, L.L.P.,
with its principal office in New York City, as Special Plan Counsel.  The 
purpose of the employment includes, but is not limited to, advising the 
Trustee concerning tax issues and assisting the Trustee and his General 
Counsel concerning a plan of reorganization and issues relating thereto.



     In preparation for a plan of reorganization, the Trustee on behalf of 
the Company has employed Hein + Associates, a national accounting firm, to 
prepare audited financial statements for Bonneville and certain of its 
subsidiaries.  An application seeking approval of the employment was filed 
and hearing on the application was held as scheduled on December 20, 1996. 
At the hearing the Court approved the Application.  Hein + Associates has 
completed most of the work required for the audits.



                                   IX.
                               CONCLUSION
                               ----------

     The Trustee, his attorneys and Bonneville's current management believe 
that since 1992 substantial progress has been made in rehabilitating 
Bonneville's businesses and financial affairs.  If all parties in interest 
cooperate, it is possible to have a confirmed plan of reorganization for 
Bonneville in the early part of 1998.

     Anyone having questions concerning the Debtor or this Report should 
contact the Trustee or his General Counsel.

     DATED this 4th day of September, 1997

                                  __________________________________________
                                  ROGER G. SEGAL, Chapter 11 Trustee for
                                  Bonneville Pacific Corporation



                           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 REPORT OF TRUSTEE REGARDING ADMINISTRATION 
OF ESTATE FROM JULY 1, 1996 THROUGH JUNE 30, 1997  was caused to be served 
upon all those persons how are listed on the Debtor's limited mailing matrix 
by depositing a properly addressed envelope containing the same in the United
States mail, first class, postage prepaid thereon, this 4th day of 
September, 1997.

                                  __________________________________________