RULE 424(b)(3)
                                                               REG. NO. 33-36452
 
                                   PACIFICORP
                 DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
 
  The Dividend Reinvestment and Stock Purchase Plan (Plan) of PacifiCorp
(Company) provides holders of the Company's Common Stock and Preferred Stock
and employees of the Company with a convenient way of reinvesting cash
dividends and investing optional cash payments in shares of Common Stock.
 
  Under the Plan, holders of the Company's Common Stock and Preferred Stock (a)
may automatically reinvest cash dividends on all or a portion of their shares
in Common Stock and (b) may invest in additional shares of Common Stock by
making optional cash payments. Employees of the Company may make optional cash
payments through payroll deduction. Participants in the Plan may also elect to
deposit shares of Common Stock and Preferred Stock into their Plan accounts for
safekeeping and cash dividends paid on such securities will be automatically
reinvested. The shares of Common Stock purchased under the Plan with reinvested
dividends and optional cash payments will, at the election of the Company, be
newly issued shares, shares purchased in the open market by an independent
agent (Agent), or any combination of the foregoing. The Agent will be an entity
independent of the Company that the Company may from time to time designate.
Fees charged to the account of participants will vary depending upon the source
of the shares purchased under the Plan. The Company administers the Plan and is
custodian of the Plan shares.
 
  If shares of Common Stock are purchased by the Plan from the Company, the
price of the shares will be the average of the high and low sale prices of the
Common Stock as reported in The Wall Street Journal report of NYSE-Composite
Transactions for each of the five New York Stock Exchange (NYSE) trading days
ending with the date the investment is made. If the Company elects not to sell
shares to the Plan on an investment date, purchases will be made by the Agent
in market or negotiated transactions at such price as the Agent may determine.
 
  Participants will incur no administrative charge in connection with
transactions under the Plan. Participants will generally incur no brokerage
commissions on purchases of newly issued shares of Common Stock under the Plan,
but for purchases of newly issued shares for which the Company has made
corresponding purchases Participants will be charged an amount equal to $.10
per share. If shares are purchased by the Agent in market transactions, all
brokerage commissions, service charges and costs relating to the purchase will
be charged to Participants. A Participant may also incur brokerage commissions
and other expenses upon the sale by the Agent of shares for such Participant's
account upon termination of participation in the Plan.
 
  The Plan does not change the Company's dividend policy, which will continue
to depend upon future earnings, financial requirements and other factors.
Shareholders who do not wish to participate in the Plan receive cash dividends,
as declared and paid, by check or other means approved by the Company.
Shareholders who wish to participate in the Plan only with respect to a portion
of their shares continue to receive cash dividends with respect to their
remaining shares, as declared and paid.
 
  Optional cash payments under the Plan may be in varying amounts, but must be
at least $25 per payment and may not exceed a total of $25,000 per quarter.
 
  Shareholders who wish to participate in the Plan with respect to all or a
portion of their shares may enroll in the Plan by completing and returning the
Authorization to Participate. Employees of the Company who are not shareholders
may enroll in the Plan by completing and returning the Authorization to
Participate and may make optional cash payments by submitting an Employee
Payroll Deduction Request to the Company's Payroll Department or by sending
cash payments to the administrator with a letter of instruction to invest such
payment. Authorizations to Participate should be returned to PacifiCorp,
Corporate Shareholder Services, Attention: Dividend Reinvestment and Stock
Purchase Plan, 700 N.E. Multnomah, Suite 700, Portland, Oregon 97232. The terms
and conditions governing the Plan are described in this Prospectus, which
should be read carefully and retained for future reference.
 
  Outstanding shares of the Company's Common Stock are, and the additional
shares offered will be, listed on the New York and Pacific Stock Exchanges.
 
                               ----------------
 
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES AND
   EXCHANGE  COMMISSION OR  ANY  STATE  SECURITIES  COMMISSION  NOR HAS  THE
     COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  PASSED  UPON   THE
      ACCURACY OR ADEQUACY OF  THIS PROSPECTUS. ANY REPRESENTATION TO THE
        CONTRARY IS A CRIMINAL OFFENSE.
 
                               ----------------
                 THE DATE OF THIS PROSPECTUS IS AUGUST 22, 1994

 
  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION.
 
  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
 
                               ----------------
 
                             AVAILABLE INFORMATION
 
  THE COMPANY IS SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (1934 ACT), AND IN ACCORDANCE THEREWITH FILES
REPORTS, PROXY STATEMENTS AND OTHER INFORMATION WITH THE SECURITIES AND
EXCHANGE COMMISSION (SEC). SUCH REPORTS, PROXY STATEMENTS AND OTHER
INFORMATION MAY BE INSPECTED AND COPIED AT THE OFFICES OF THE SEC AT 450 FIFTH
STREET, N.W., WASHINGTON D.C. 20549; NORTHWESTERN ATRIUM CENTER, 500 WEST
MADISON STREET, SUITE 1400, CHICAGO, ILL. 60661; AND 7 WORLD TRADE CENTER,
13TH FLOOR, NEW YORK, N.Y. 10048. COPIES OF SUCH MATERIAL MAY BE OBTAINED FROM
THE PUBLIC REFERENCE SECTION OF THE SEC AT ITS PRINCIPAL OFFICE AT 450 FIFTH
STREET, N.W., WASHINGTON, D.C. 20549 AT PRESCRIBED RATES. THE COMPANY'S COMMON
STOCK IS LISTED ON THE NEW YORK AND THE PACIFIC STOCK EXCHANGES. REPORTS,
PROXY MATERIAL AND OTHER INFORMATION CONCERNING THE COMPANY MAY ALSO BE
INSPECTED AND COPIED AT THE RESPECTIVE OFFICES OF THESE EXCHANGES AT 20 BROAD
STREET, NEW YORK, N.Y. 10005 AND 301 PINE STREET, SAN FRANCISCO, CA 94104.
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
  There are incorporated herein by reference the following documents of the
Company, heretofore filed by it with the SEC:
    (1) The Company's Annual Report on Form 10-K for the year ended December
  31, 1993 (as amended by Form 10-K/A dated June 7, 1994);
    (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
  March 31, 1994 and June 30, 1994;
    (3) The Company's Current Reports on Form 8-K dated January 18 and May
  24, 1994; and
    (4) The description of the Common Stock contained in the Company's
  registration under Section 12 of the 1934 Act, including any amendment or
  report updating such description.
 
  All documents filed pursuant to Section 13, 14 or 15(d) of the 1934 Act
after the date of this Prospectus and prior to the termination of the offering
of the securities offered hereby shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of such documents
(such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"; provided, however, that the documents
enumerated above or subsequently filed by the Company pursuant to Section 13
or 14 of the 1934 Act prior to the filing of the Company's Annual Report on
Form 10-K for the current fiscal year with the SEC shall not be Incorporated
Documents or be incorporated by reference in this Prospectus or be a part
hereof from and after such filing of such Annual Report on Form 10-K).
 
  Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed Incorporated
Document or in an accompanying prospectus supplement modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
 
  THE COMPANY WILL PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON WRITTEN
OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE INCORPORATED
DOCUMENTS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS). REQUESTS SHOULD BE DIRECTED
TO PACIFICORP, CORPORATE SHAREHOLDER SERVICES, 700 N.E. MULTNOMAH, SUITE 700,
PORTLAND, OREGON 97232; TELEPHONE (800) 233-5453.
 
                                       2

 
                                  THE COMPANY
 
  The Company is an electric utility that conducts a retail electric utility
business through two divisions, Pacific Power & Light Company (Pacific Power)
and Utah Power & Light Company (Utah Power), and engages in power production
and sales on a wholesale basis under the name PacifiCorp. The Company is the
indirect owner, through PacifiCorp Holdings, Inc. (a wholly-owned subsidiary),
of 87% of Pacific Telecom, Inc. (Pacific Telecom) and 100% of PacifiCorp
Financial Services, Inc. (PacifiCorp Financial Services).
 
  Pacific Power and Utah Power furnish electric service in portions of seven
western states: California, Idaho, Montana, Oregon, Utah, Washington and
Wyoming. Pacific Telecom, through its subsidiaries, provides local telephone
service and access to the long distance network in Alaska, seven other western
states and three midwestern states, provides intrastate and interstate long
distance communication services in Alaska, provides cellular mobile telephone
services, and is engaged in sales of capacity in and operation of a submarine
fiber optic cable between the United States and Japan. PacifiCorp Financial
Services plans to sell substantial portions of its loan, leasing and real
estate investments over the next several years.
 
  The principal executive offices of the Company are located at 700 N.E.
Multnomah, Suite 1600, Portland, Oregon 97232; the telephone number is (503)
731-2000.
 
                            DESCRIPTION OF THE PLAN
 
PURPOSE
 
  The purpose of the Plan is to provide holders of the Company's Common Stock
(Common Stock) and its 5% Preferred Stock, Serial Preferred Stock and No Par
Serial Preferred Stock (collectively, Preferred Stock) and employees of the
Company with a convenient way of reinvesting cash dividends and investing
optional cash payments in shares of Common Stock. Under the Plan, holders of
Common Stock may reinvest cash dividends on all or a portion of their shares of
Common Stock in shares of Common Stock. Holders of Preferred Stock may reinvest
the cash dividends on all or a portion of their shares of Preferred Stock in
shares of Common Stock under the terms of the Plan, but not in additional
shares of Preferred Stock. Employees of the Company may make optional cash
payments through payroll deduction. Participants in the Plan may elect to
deposit shares of Common Stock and Preferred Stock into their Plan accounts for
safekeeping, and cash dividends paid on such securities will be automatically
reinvested in shares of Common Stock. The shares of Common Stock purchased
under the Plan with reinvested cash dividends and optional cash payments will,
at the election of the Company, be newly issued shares, shares purchased in the
open market by an independent agent or any combination of the foregoing. Net
proceeds from the sale by the Company of shares of Common Stock pursuant to the
Plan will be used for general corporate purposes.
 
ADMINISTRATION
 
  The Company, or at its option its duly appointed agent, acts as the
Administrator of the Plan (Administrator). The Administrator maintains records,
sends statements of account to Participants and performs other duties relating
to the Plan. The Company, or at its option its duly appointed agent, acts as
Custodian of the Plan (Custodian) to hold shares acquired under the Plan and
shares deposited into the Plan
 
                                       3

 
for the account of Participants and to act for Participants in delivering
shares held under the Plan to the stock transfer agent and registrar for
reissuance to Participants upon withdrawal of shares or termination of
participation in the Plan. The Company is currently the transfer agent and
registrar for the Common Stock and the Preferred Stock.
 
  The Agent, as designated from time to time by the Company, will act for
Participants in making purchases of shares of Common Stock for their Plan
account in the open market, if shares are to be purchased in the open market,
and will act for Participants in making sales of shares of Common Stock in the
open market for their account, if so requested by Participants with accounts
holding less than 100 full shares in their notice terminating participation in
the Plan.
 
PARTICIPATION--DIVIDEND REINVESTMENT
 
  Holders of record of shares of the Company's Common Stock, Preferred Stock,
or both, are eligible to participate in the dividend reinvestment portion of
the Plan with respect to shares so held and become Plan "Participants."
Employees who are not shareholders may enroll in the Plan through the optional
cash payment portion of the Plan and will thereby become Participants. Owners
of the Company's stock whose shares are registered in the name of an Individual
Retirement Account custodian may also become Participants through appropriate
arrangements with the Administrator. Any other owners of the Company's stock
must first become holders of record by having those shares transferred into
their own names in order to participate in the dividend reinvestment portion of
the Plan with respect to the shares.
 
  An eligible shareholder may become a Participant in the dividend reinvestment
portion of the Plan at any time by signing and returning an "Authorization to
Participate." Reinvestment of dividends will not relieve Participants of any
liability for taxes that may be otherwise payable on such dividends.
 
  Those shareholders who do not wish to participate in the Plan will receive
cash dividends, as declared and paid, by check or such other means as are
approved from time to time by the Company.
 
  If an Authorization to Participate specifying reinvestment of dividends is
received by the Administrator on or before the record date established for the
payment of a particular dividend, reinvestment will commence with that dividend
payment. "Dividend Payment Dates" normally are February 15, May 15, August 15
and November 15 of each year. The record date normally precedes the Dividend
Payment Date by 15 to 30 days. If the Authorization to Participate is received
by the Administrator after the record date established for the payment of a
particular dividend, the reinvestment of dividends will not begin until the
Dividend Payment Date following the next record date.
 
  By checking the appropriate box or boxes on the Authorization to Participate,
a shareholder may elect to reinvest the dividends paid on all or any portion of
the shares of the Company's Common Stock, or Preferred Stock or both held in
the name of the shareholder (i.e., outside of the Plan). Cash dividends paid on
all shares of Common Stock and Preferred Stock held under the Plan (including
shares deposited by a Participant for safekeeping) are reinvested.
 
                                       4

 
PARTICIPATION--OPTIONAL CASH PAYMENTS
 
  Any Participant may make optional cash payments from time to time. Other
beneficial owners of the Company's Common Stock, Preferred Stock, or both, may
also make optional cash payments under the Plan and become "Participants" if
they provide appropriate evidence of such ownership to the Administrator and
complete an Authorization to Participate. Employees of the Company who are not
shareholders at the time they enroll in the Plan may become Participants in the
Plan by executing an Authorization to Participate and may make optional cash
payments by submitting an Employee Payroll Deduction Request to the Company's
Payroll Department or by sending cash payments to the Administrator with a
letter of instruction to invest such payments. Such optional cash payments will
be invested in shares of the Company's Common Stock in accordance with the
Plan. Optional cash payments may be made at any time and from time to time in
varying amounts; each payment must be at least $25 and may not exceed a total
of $25,000 per Quarter. A "Quarter" is the period of time from one Dividend
Payment Date up to the next Dividend Payment Date.
 
  Optional cash payments may be made by remitting such payments to the
Administrator with an Authorization to Participate or with a letter of
instructions to invest the payments. After receipt of the first statement of
account, cash payments should be accompanied by the optional cash payment form
attached to such statement.
 
  The Employee Payroll Deduction Request authorizes the Company to make payroll
deductions of not less than $25 per semimonthly pay period nor more than
$25,000 per quarter and to use such deductions for the purchase of shares of
the Company's Common Stock pursuant to the Plan. Amounts deducted from an
employee's pay on a payroll deduction date that coincides with an Investment
Date will be invested on that date. Amounts deducted from an employee's pay on
a payroll deduction date other than an Investment Date will be accumulated and
invested on the next Investment Date. Employees may, at any time, increase or
decrease, within the above limits, the amount of such deductions by submitting
a new Employee Payroll Deduction Request to the Company's Payroll Department,
and any such increase or decrease will be effective with the pay period
following receipt by the Company's Payroll Department of such notice. Payroll
deduction authorizations previously executed by employees will remain in effect
unless the Company's Payroll Department is otherwise notified by the
Participant, and any cancellation of a payroll deduction authorization will be
effective with the pay period following receipt by the Company's Payroll
Department of such notice. Employees may also make optional cash payments in
the same manner as other Participants; provided, however, that the total amount
of payroll deductions and additional optional cash payments may not exceed
$25,000 in any Quarter.
 
  Optional cash payments received by the Administrator on or before the close
of business on an Investment Date will be invested on that Investment Date, if
shares are purchased directly from the Company, or as promptly as possible
thereafter, if shares are acquired in the market. The "Investment Date" is the
fifteenth day of each month except that in any month in which there is a
payment of dividends on the Company's Common Stock or Preferred Stock, the
Investment Date shall be the Dividend Payment Date. No interest is paid by the
Company on optional cash payments, including accrued payroll deductions.
 
  In order to invest an optional cash payment on an Investment Date, a
completed Authorization to Participate must be either on file with the
Administrator or received by the Administrator on or before the close of
business on that Investment Date.
 
                                       5

 
  If the Company elects not to sell shares on an Investment Date that occurs
in a record date month for dividends, market purchases by the Agent for the
Participants will normally be made when the Common Stock is traded ex-
dividend. This means that Participants will normally not receive such
dividends on the shares so purchased.
 
  The Administrator will refund an optional cash payment that has not been
invested if a Participant's written request for refund is received by the
Administrator prior to an Investment Date.
 
  The Company has reserved the right, without prior notice to Participants, to
suspend, modify or eliminate the optional cash payment feature of the Plan. If
this feature is suspended or eliminated, any optional cash payments held or
received by the Company on or after the effective date of the suspension or
elimination will be returned to Participants without interest.
 
AUTOMATIC REINVESTMENT OF DIVIDENDS ON PLAN SHARES
AND SUBSEQUENT PURCHASES OR DISPOSITIONS OF STOCK
 
  As the record holder for Participants in the Plan, the Custodian or its
nominee receives dividends on the Dividend Payment Date for all shares of
Common Stock or Preferred Stock held under the Plan as of the dividend record
date. Such dividends are automatically invested in additional shares of Common
Stock, either through the acquisition by the Plan of newly issued shares or
through purchases by the Agent in the market, and the Administrator credits
such dividends to the Participants' accounts on the basis of the full shares
and fractions of shares held thereunder.
 
  If a Participant desires to discontinue reinvestment of dividends on all or
a portion of shares of Common Stock or Preferred Stock held under the Plan in
a Participant's account, the Participant may withdraw any whole number of said
shares from the Plan and be issued certificates therefor (see "Withdrawal of
Plan Shares" on page 8 for detailed information regarding this action) or, in
the event of termination of participation in the Plan by a Participant whose
account contains less than 100 whole shares of Common Stock, may direct the
Administrator to instruct the Agent to sell all said whole shares for such
Participant's account.
 
  Cash dividends on shares of Common Stock, Preferred Stock, or both,
purchased by a Participant outside of the Plan subsequent to the filing of an
Authorization to Participate will be reinvested under the Plan only if the
Participant has elected to have the dividends on all previously owned shares
of Common Stock, Preferred Stock, or both, reinvested under the Plan or, if
the Participant elects, by notice to the Administrator, to have the dividends
on all or any portion of the newly purchased shares reinvested under the Plan.
 
  If a Participant has elected to reinvest the dividends on all or a portion
of the shares of Common Stock or Preferred Stock held outside the Plan and
subsequently disposes of a portion of the shares held, unless the
Administrator is otherwise notified, dividends will continue to be reinvested
on the number of shares indicated on the Authorization to Participate or on
the balance of the shares held by the Participant, whichever is less.
 
COSTS
 
  Participants will incur no administrative charge in connection with
transactions under the Plan. Participants will generally incur no brokerage
commissions on purchases of newly issued shares of Common Stock under the
Plan, but for purchases of newly issued shares for which the Company has made
corresponding purchases, Participants will be charged an amount equal to $.10
per share. If shares are
 
                                       6

 
purchased by the Agent in market transactions, all brokerage commissions,
service charges and costs relating to the purchase will be charged to
Participants. A Participant may also incur brokerage commissions and other
expenses upon the sale by the Agent of shares for such Participant's account
upon termination of participation in the Plan.
 
PURCHASES AND PRICE OF THE SHARES
 
  Unless the Company makes the election not to sell shares as described below,
the Plan will acquire shares for Participants by purchasing from the Company
shares of Common Stock (for which the Company may have made, at its election,
corresponding purchases of Common Stock in the market or otherwise) at a price
equal to the average of the daily high and low sale prices of the Common Stock
as reported in The Wall Street Journal report of NYSE-Composite Transactions
for each of the five NYSE trading days ending with the Investment Date as of
which such purchase is made (or the next preceding day on which the Common
Stock was traded on the NYSE, if it is not traded on the NYSE on the Investment
Date). If prior to any Investment Date the Company determines that it will not
sell shares of Common Stock to the Plan on such Investment Date, the funds to
be invested will be delivered to the Agent for the purchase of Common Stock in
the market. Purchases with respect to such Investment Date will be made on any
securities exchange where such shares are traded, in the over-the-counter
market or by negotiated transactions and may be on such terms as to price,
delivery and otherwise as the Agent may determine. Upon completion of any
purchases pursuant to the preceding sentence, the Agent will advise the
Administrator of the number of shares of Common Stock acquired and the
aggregate price paid therefor. Information concerning the Company's election
will be included in each Participant's next statement of account.
 
  Purchases of Common Stock from other than the Company will be made as
promptly as possible on or after the Investment Date and may occur over such
periods of time as are consistent with the provisions of the federal securities
laws. If the Agent is unable to purchase shares in the market in respect of any
Investment Date or if such purchase is, in the opinion of the Company,
otherwise inadvisable, the Company will pay or return to Participants the
dividends and optional cash payments that otherwise would have been invested,
without interest.
 
  Each Participant's account will be credited with that number of shares,
including fractions computed to four decimal places, equal to the amounts to be
invested divided by the applicable purchase price. Shares will be allocated and
credited to Participants' accounts as follows: (1) shares purchased from the
Company will be allocated and credited on the appropriate Investment Date and
(2) shares purchased in market transactions will be allocated and credited as
of the date on which the Agent advises the Administrator of the aggregate
number of shares purchased. Depending on the Company's election, Participants
may be credited with authorized but unissued shares (for which corresponding
purchases may or may not have been made) or shares purchased in market
transactions or a combination thereof. In the event of any such combination of
credited shares, the price of the shares and any related charges will be
determined on a pro rata basis.
 
  Provisions applicable to foreign shareholders are set forth below under the
heading "Foreign Shareholders Subject to Income Tax Withholding."
 
                                       7

 
REPORTS TO PARTICIPANTS
 
  Each Participant in the Plan will receive a quarterly statement of account
prepared as of each Dividend Payment Date, and Participants will also receive
statements prepared as of other Investment Dates if they have made optional
cash payments relating to those dates. These statements are a continuing record
of the cost of each Participant's purchases and should be retained for income
tax purposes.
 
CERTIFICATES FOR SHARES OF COMMON STOCK AND PREFERRED STOCK
 
  Shares of Common Stock purchased under the Plan are registered in the name of
the Custodian or its nominee, as custodian for Participants in the Plan.
 
  A Participant may elect to deposit shares of the Company's Common Stock or
Preferred Stock registered in the Participant's name into the Participant's
Plan account for safekeeping. Any lost certificates must be replaced before a
Participant may deposit the shares represented by such certificates. Dividends
on all shares deposited for safekeeping will be automatically reinvested.
Certificates representing shares to be deposited for safekeeping should be
sent, together with a completed Safekeeping Authorization Letter, by registered
mail to the Custodian.
 
  Accounts under the Plan are maintained in the names in which shares of stock
of Participants are registered on the Company's records. In the case of
employees who are not shareholders at the time they enroll in the Plan,
accounts under the Plan will be maintained in the employee's name or in a joint
tenancy registration that includes the employee's name. Certificates for whole
shares are similarly registered when issued to Participants.
 
  Shares credited to the account of a Participant under the Plan may not be
pledged.
 
DISCONTINUATION OR CHANGE OF ELECTION
 
  A Participant may discontinue the reinvestment of dividends or change an
election under the Plan by notice to the Administrator in writing to such
effect. Notices received on or prior to any dividend record date will be
effective to discontinue or modify dividend reinvestment as of the related
Dividend Payment Date. Dividends on shares held under the Plan will be
reinvested until such shares are withdrawn from the Participant's account or
sold by the Agent for such Participant's account (see below).
 
  An employee may cancel the employee's payroll deduction at any time and
remain in the Plan by sending a written request to the Company's Payroll
Department. If an employee terminates the employee's employment with the
Company, the employee will continue to participate in the Plan as a shareholder
unless termination of participation in the Plan is requested by the employee in
writing, which request must be delivered to the Plan Administrator. (See
"Termination.")
 
WITHDRAWAL OF PLAN SHARES
 
  Certificates for all or any number of the whole shares held under the Plan
will be issued to a Participant upon the written request of such Participant
received by the Administrator.
 
                                       8

 
  Any fraction of a share of Common Stock withdrawn will be liquidated at the
average purchase price effective for shares purchased under the Plan for the
Investment Date first preceding the day such withdrawal notice is received by
the Administrator. A check for such liquidated amount together with
certificates for whole shares of Common Stock and Preferred Stock held in a
Participant's account will be mailed directly to the withdrawing Participant
by the Administrator. Certificates for fractions of shares will not be issued
under any circumstance.
 
  If a Participant disposes of all shares of Company stock for which such
Participant holds certificates, unless all shares held under the Plan are also
withdrawn, dividends will continue to be reinvested on the shares held in such
Participant's Plan account.
 
TERMINATION
 
  Participation in the Plan may be terminated by a Participant at any time by
written notice to the Administrator. Such notice will be effective upon
receipt, except that if such notice is received on or after any dividend
record date, settlement as to the Participant's portion, if any, of the
dividend to be invested as of the related Dividend Payment Date need not be
made until after completion of such investment on behalf of the Participant.
An employee Participant's payroll deduction authorization will be cancelled
effective with the pay period following receipt of notice by the Company's
Payroll Department.
 
  Upon termination, a Participant will receive a certificate or certificates
for the full shares credited to or deposited in such Participant's account at
the close of business on the date of receipt of the termination notice by the
Administrator, unless, with respect to any Participant whose account holds
less than 100 whole shares of Common Stock, such Participant shall have
specified sale of all of such whole shares in the notice of termination. No
sales of Common Stock will be made under the Plan on behalf of terminating
Participants whose accounts contain 100 or more whole shares of Common Stock,
and no sales will be made of Preferred Stock held in a Participant's account.
If sale of all whole shares for any account containing less than 100 whole
shares of Common Stock is specified in the notice of termination, such sale
shall be made by the Agent as set forth below following receipt by the Agent
from the Administrator of instructions to do so, and the proceeds of sale,
less brokerage commissions and other expenses, if any, shall be paid to such
Participant by the Administrator. (Such sale may, but need not, be made by
purchase for investment under the Plan at the closing market price on the date
of receipt of the termination notice.) Shares that are to be sold may be
aggregated with those of other terminating Participants, in which case the
proceeds to each terminating Participant will be based on the average sales
price, less commissions and other expenses. With respect to any fractional
share interest, cash will be paid in an amount determined by reference to the
sales price to be paid to the Participant for whole shares or, if no shares
are to be sold for the account of the Participant, in the same manner as
provided with respect to payments for fractional shares withdrawn from the
Plan. Sales of shares for Participants under the Plan generally occur on or
about the fifth day of each month in which the Company does not pay a
dividend, currently January, March, April, June, July, September, October and
December.
 
VOTING
 
  Each Participant has the right and will be given the opportunity to direct
the voting of all shares held under the Plan in the Participant's account on
any matter submitted to a vote of the shareholders.
 
                                       9

 
ADDRESSES OF ADMINISTRATOR AND CUSTODIAN
 
  All Authorizations to Participate, optional cash payments, notices of
withdrawal and other communications with the Administrator should be sent to:
 
                     PacifiCorp
                     Corporate Shareholder Services
                     Attention: Dividend Reinvestment and Stock Purchase Plan
                     700 N.E. Multnomah
                     Suite 700
                     Portland, Oregon 97232
 
Certificates representing shares of Common Stock and Preferred Stock to be
deposited into the account of a Participant for safekeeping, Safekeeping
Authorization Letters and other communications with the Custodian relating to
certificate safekeeping should also be sent to the above address.
 
  If the Company appoints an agent as Administrator or Custodian, such
correspondence should be sent to the then applicable address.
 
RESPONSIBILITY OF THE COMPANY, THE ADMINISTRATOR AND THE CUSTODIAN UNDER THE
PLAN
 
  The Company, the Administrator and the Custodian, in administering the Plan,
are not liable for any act done in good faith, or for any good faith omission
to act, including, without limitation, any claims of liability arising out of
failure to terminate a Participant's account upon such Participant's death
prior to receipt of notice in writing of such death.
 
FOREIGN SHAREHOLDERS SUBJECT TO INCOME TAX WITHHOLDING
 
  Foreign persons, such as foreign corporations, trusts and estates and
individuals who are not citizens or residents of the United States, whose
dividends are subject to U.S. federal income tax withholding may elect to
participate in the Plan. Dividends paid in respect of shares of foreign
Participants will be reinvested in Common Stock in an amount equal to the
dividends paid on the shares with respect to which reinvestment is to be made
less the amount of tax required to be withheld, to the extent permitted by law.
The regular statements of account confirming purchases made for such
Participants will indicate the amount of tax withheld.
 
INTERPRETATION AND REGULATION OF THE PLAN; MODIFICATION OR TERMINATION OF PLAN
 
  The Company reserves the right to interpret and regulate the Plan as it deems
necessary or desirable in connection with its operation. The Company also
reserves the right to modify, suspend or terminate the Plan at any time.
Participants will be notified of any such modification, suspension or
termination.
 
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                           FEDERAL INCOME TAX MATTERS
 
  The following is a brief summary of some of the principal federal income tax
considerations applicable as of the date of this Prospectus to participation in
the Plan.
 
  In general, Participants in the Plan will have the same federal income tax
consequences with respect to dividends as any other holder of the same class of
the Company's stock. A Participant will be treated for federal income tax
purposes as having received on each Dividend Payment Date a dividend equal to
the full amount of the cash dividends payable on both the shares registered in
the Participant's own name and the shares held in the Participant's account,
even though the amount of dividends reinvested is not actually received in cash
but instead is applied to the purchase of Common Stock for the Participant's
account.
 
  Employees who purchase Common Stock through automatic payroll deductions will
recognize the same amount of compensation income (wages) for federal income tax
purposes that they would have recognized had they not purchased Common Stock
through automatic payroll deductions, even though the amount of automatic
payroll deductions is not paid to the employee in cash but instead is applied
to the purchase of Common Stock for the Participant's account.
 
  A Participant who makes an optional cash payment to the Plan is not treated
for federal income tax purposes as receiving income by virtue of the purchase
of Common Stock with the optional cash payment.
 
  Each quarterly statement of account will show the price per share to the
Participant of Common Stock purchased with reinvested dividends, employee
payroll deductions and optional cash payments. That price, which will include
any brokerage commissions or other costs paid by Participants on Plan purchases
of Common Stock, is the federal income tax basis to the Participant of Common
Stock acquired under the Plan. The quarterly statement of account also will
show the date on which Common Stock purchased under the Plan was credited to
the Participant's account. A Participant's holding period for Common Stock
purchased under the Plan generally will begin on the day following the day on
which Common Stock is credited to the Participant's account.
 
  Information forms (Forms 1099-DIV) will be mailed to Participants each year
and will set forth the taxable dividends reportable for federal income tax
purposes. These dividends must be reported on the Participant's federal income
tax return.
 
  In general, any dividend reinvested under the Plan is not subject to federal
income tax withholding. However, in certain circumstances, the Company is
required to deduct as "backup withholding" 31% of all withdrawal proceeds or
dividends paid to any shareholder, regardless of whether such dividends are
reinvested pursuant to the Plan. Also, the Company may be required to withhold
a specified percentage of dividends paid to foreign shareholders, whether or
not they participate in the Plan. In general, the country of residence of the
Participant determines the applicable percentage of withholding. As discussed
above, in the event that the Company is required to withhold any such amount,
the dividend reinvested will be reduced by the amount of required withholding,
to the extent permitted by law. (See "Foreign Shareholders Subject to Income
Tax Withholding.")
 
  A Participant will not recognize taxable income upon receipt of a certificate
for whole shares of Common Stock credited to the Participant's account, whether
upon request for such a certificate, upon the
 
                                       11

 
Participant's termination of a Plan account or upon termination of the Plan.
However, a Participant may recognize a gain or loss upon receipt of a cash
payment for whole shares or a fractional share credited to a Plan account when
that account is terminated by the Participant, when shares credited to the
account are sold or when the Plan is terminated. A gain or loss may also be
recognized upon a Participant's disposition of Common Stock received from the
Plan. The amount of any such gain or loss will be the difference between the
amount received for the whole or fractional shares and the Participant's tax
basis in the shares.
 
  Generally, gain or loss recognized on the disposition of Common Stock
acquired under the Plan will be treated for federal income tax purposes as a
capital gain or loss.
 
  PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS WITH SPECIFIC
REFERENCE TO THEIR OWN TAX SITUATIONS AND POTENTIAL CHANGES IN THE APPLICABLE
LAW AS TO ALL FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX MATTERS IN
CONNECTION WITH THE REINVESTMENT OF DIVIDENDS AND PURCHASES OF COMMON STOCK
UNDER THE PLAN, THE PARTICIPANT'S TAX BASIS AND HOLDING PERIOD FOR COMMON STOCK
ACQUIRED UNDER THE PLAN AND THE CHARACTER, AMOUNT AND TAX TREATMENT OF ANY GAIN
OR LOSS REALIZED ON DISPOSITION OF COMMON STOCK.
 
                      USE OF PROCEEDS AND FINANCING PLANS
 
  The Company has no basis for estimating either the number of shares of Common
Stock that will ultimately be sold by the Company to the Custodian under the
Plan or the prices at which such shares will be sold. Any proceeds will be
added to the working capital of the Company and will be available for general
corporate purposes, including the purchase or construction of utility assets or
the retirement of debt and senior equity securities.
 
                                    EXPERTS
 
  The financial statements and the related financial statement schedules
incorporated in this Prospectus by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1993 have been audited by Deloitte
& Touche, independent auditors, as stated in their reports (which contain a
paragraph describing the Company's change of accounting in 1993 for income
taxes and other postretirement benefits), which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
 
  With respect to the unaudited interim financial information for the periods
ended March 31, 1994 and 1993 and June 30, 1994 and 1993, which is incorporated
herein by reference, Deloitte & Touche have applied limited procedures in
accordance with professional standards for a review of such information.
However, as stated in their reports included in the Quarterly Reports on Form
10-Q for the quarters ended March 31, 1994 and June 30, 1994 and incorporated
by reference herein, they did not audit and they do not express an opinion on
that interim financial information. Accordingly, the degree of reliance on
their reports on such information should be restricted in light of the limited
nature of the review procedures applied. Deloitte & Touche are not subject to
the liability provisions of Section 11 of the Securities Act of 1933 (Act) for
their reports on the unaudited interim financial information because those
reports are not "reports" or "parts" of the Registration Statement prepared or
certified by an accountant within the meaning of Sections 7 and 11 of the Act.
 
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