Company Name: IDACORP
Public Availability Date: October 21, 2004

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402

DIVISION OF CORPORATION FINANCE

October 21, 2004

Elizabeth W. Powers LeBoeuf, Lamb, Greene & MacRae L.L.P.
125 West 55th Street
New York, NY 10019-5389

Re: IDACORP, Inc.
Incoming letter dated September 29, 2004

Dear Ms. Powers:

This is in response to your letter dated September 29, 2004 concerning the shareholder proposal submitted to IDACORP by John Jennings Crapo. Our response is attached to the enclosed photocopy of your correspondence. By doing this, we avoid having to recite or summarize the facts set forth in the correspondence. Copies-of all of .. the correspondence also will be provided to the proponent.

In connection with this matter, your attention is directed to the enclosure, which sets forth a brief discussion of the Division's informal procedures regarding shareholder proposals.

Sincerely,

Jonathan A. Ingram
Deputy Chief Counsel

Enclosures

cc: John Jennings Crapo
P.O. Box 400151
Cambridge, MA 02140-0002

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October 21, 2004

Response of the Office of Chief Counsel
Division of Corporation Finance

Re:   IDACORP, Inc.
      Incoming letter dated September 29, 2004

The proposal relates to travel expenses.

There appears to be some basis for your view that IDACORP may exclude the proposal under rule 14a-8(h)(3). We note your representation that IDACORP included the proponent's proposal in its proxy statement for its 2004 annual meeting, but that neither the proponent nor a representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we .. will not recommend enforcement action to the Commission if IDACORP omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). This response will also apply to any future submissions to IDACORP by the same proponent withrespect to any shareholder meetings held during calendar year 2005 and calendar year 2006. In reaching this position, we have not found it necessary to address the alternative basis for omission upon which IDACORP relies.

Sincerely,

Heather L. Maples
Special Counsel

LEBOEUF, LAMB, GREENE & MACRAE L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

125 WEST 55TH STREET
NEW YORK, NY 10019-5389
(212) 424-8000
FACSIMILE: (212) 424-8500
E-MAIL ADDRESS: EPOWERS@LLGM.COM
WRITERS DIRECT DIAL: (212) 424-866Z

1934 Act
Rule 14a-8(d)
Rule 14a-8(f)
Rule 14a-8(h)(3)

September 29, 2004

BY FEDERAL EXPRESS

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re: IDACORP, Inc.- Shareholder Proposal

Ladies and Gentlemen:

We are writing on behalf of IDACORP, Inc., an Idaho corporation (the "Company"), with regard to a shareholder proposal (the "Proposal") and a supporting statement dated May 14, 2004 (the "Original Supporting Statement") and a revised supporting statement dated May 25, 2004 (the "Revised Supporting Statement" and, together with the Original Supporting Statement, the "Supporting Statements") submitted by Mr. John Jennings Crapo (the "Proponent") in connection with the annual meeting of the Company's shareholders to be held in May 2005. We believe that the Proposal and the Revised Supporting Statement may be properly excluded from the Company's 2005 proxy materials (the "2005 Proxy Materials"), pursuant to Rule 14a-8(h)(3), Rule 14a-8(d) and Rule 14a-8(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We also believe that any other proposals that may be made by the Proponent may be properly excluded from the Company's materials for all shareholders' meetings to be held in 2005 and 2006 pursuant to Rule 14a-8(h)(3). We respectfully request that the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") confirm that it will not recommend any enforcement action against the Company based on the omission of the Proposal and the Revised Supporting Statement.

Office of Chief Counsel
September 29, 2004
Page 2

Enclosed for filing pursuant to Rule 14a-8(j) of the Exchange Act are six copies of this letter, the Proposal, the Original Supporting Statement and the Revised Supporting Statement. We are forwarding a copy of this letter to the Proponent as required.

I. The Proposal and the Supporting Statements

The Proposal and Original Supporting Statement, dated May 14, 2004, are as follows:

MY SHAREHOLDER PROPOSAL

We shareholders and proxies ballotting in Meeting of Shareholders voting in person and by proxy ballot respectfully request the Honorable Board of Directors ("Board") of IDACORP to present to us a properly worded shareholder proposal which if approved will accomplish the following:

Provide for reasonable payment of travel costs to and from IDACORP stockholder meetings of shareholders who have been approved by the Honorourable United States Securities and Exchange Commission ("SEC") to present Shareholder Proposals - the travel costs to include travel costs, costs of travel, lodging, meals, similar costs to include all such meetings until the shareholder proposal is enacted.

Supporting Statement In Brief Summary

Shareholder proponent submitted a shareholder proposal which was approved by the SEC - by a so-called action letter and said proponent had planned to present the shareholder proposal this month - the 20th - at a meeting to be held at Corporate Headquarters. Said proponent had another meeting in February where he was to present the proposal - at Manhattan, New York City, NY. That meeting was postponed for shareholder action until May 18th, 2004.

The distance from Boston, MA to New York City is similar as that from Idaho Falls, ID to Boise ID. A difficult commute that the State of Idaho provides it's Representatives and Senators in it's State Legislature Meeting at Boise, Idaho by Calendar Year 2003 Figures $15,643 annually, $99 per diem if required to maintain a second residence, $38 per diem if no second residence - for each member of the state Legislature. The figures may vary for the President of the State of Idaho Senate who is the State of Idaho Lieutenant Governor.

Office of Chief Counsel
September 29, 2004
Page 5

Before 5:20 PM 24 May 2004  brushed my teeth and I sprinkled water on my face. I couldn't find a towel. I've found my French/English dictionary.

5:18 PM My meal ticket. I got # ten (10)

6:21 PM FLR three I found sheets & pillow slip - near men's room area not lighted as well as like it some in bead already. Quietly I made bed.

I couldn't find my cup. I went down to FLR two (02) for paper cup. I vent to fountain drank water. Brought used cup back to FLR three (03).

5:25 PM I climbed stairs FL one (01) to two (02). Familiar appearing employee on duty. I got pajama bottoms too large but wore them (later). My cart I put between wall lockers. On my way to shower I asked a familiar appearing man what his first name was. A man wouldn't let me get to end corner of shower hallway. He insisted he has rights and I said to his pal - who staggered too I want my cart in my view as I shower. I don't wish to risk my records, which I have with me.

I showered using my bar soap. I use new pen 10:55 AM 25 May 2004. dried myself some put on my robe and my cart and I to room by stairs up to FLR three ...

6:45 PM (I use other pen.) I'm thirsty. I urinate ... flush urinal after me and I wash dry my hands with water and soap.

I become frustrated as I write.

6:55 PM to 10 PM I slept some and silently was awake too.

I had a dream - a woman was torturing me.

10:07 PM to 2:30 AM I slept some silently too I was awake I reflected as I wrote in so-called reading room this is a concentration camp like many across our nation - the United States of America...

5:38 AM 25 May 2004 Someone was insulting to me in large men's room. I was falsely accused of being unreliable. I told him I had too much to do when he departed it to

end of supporting statement.

* * *

Office of Chief Counsel
September 29, 2004
Page 6

A copy of the Revised Supporting Statement is enclosed as Exhibit C.

II. Summary

We believe that the Proposal and the Revised Supporting Statement may be properly omitted from the 2005 Proxy Materials and any other proposals made by the Proponent may be properly omitted from the proxy materials for all shareholders' meetings to be held in calendar years 2005 and 2006 pursuant to Rule 14a-8(h)(3), because neither the Proponent nor his qualified representative appeared and presented his proposal at the annual meeting of the Company's shareholders held on May 20, 2004.

In addition, we believe that the Proposal and the Revised Supporting Statement may be properly omitted from the 2005 Proxy Materials pursuant to Rule 14a-8(d) and Rule 14a-8(f), because the Proposal and the Revised Supporting Statement exceed 500 words.

III. Grounds for Omission of the Proposal and the Revised Supporting Statement

1. The Proponent Failed to Appear at 2004 Annual Meeting and Present Prior Proposal

Under Rule 14a-8(h)(1), the proponent of a shareholder proposal must attend the shareholder meeting to present the proposal or, alternatively, send a representative who is qualified under state law to present the proposal on the proponent's behalf. Rule 14a-8(h)(3) provides that if a shareholder or a qualified representative fails, without good cause, to appear and present a proposal included in the proxy materials, the company will be permitted to exclude all of the shareholder's proposals from the company's proxy materials for any meetings held in the following two calendar years.

In connection with the annual meeting of the Company's shareholders held on May 20, 2004 (the "2004 Annual Meeting") the Proponent submitted a shareholder proposal (the "Prior Proposal") recommending that the Company's board of directors disclose each year in the proxy materials the "charitable donations program" of the Company for the immediate past calendar year. The Prior Proposal was included in the Company's 2004 proxy materials. A copy of the Prior Proposal from the Company's 2004 proxy materials is enclosed as Exhibit D.

Neither the Proponent nor the Proponent's qualified representative appeared at the 2004 Annual Meeting to present the Prior Proposal. The Company's Chief Executive Officer placed the Prior Proposal before the 2004 Annual Meeting for a vote. As the Proponent himself states in his current Proposal and Supporting Statements, the Proponent did not appear at the 2004 Annual Meeting because he had to attend another shareholders' meeting in New York City two days before, the travel costs would have been exorbitant and there is no Amtrak service to Boise. The Company does not believe that the Proponent has stated a "good cause" for his failure to appear and present the Prior Proposal. Previous no-action positions of the Staff indicate that conflicts in schedules and personal inconvenience are not "good cause" for purposes of Rule 14a-8(h)(3). See, e.g., Eastman Chemical Company (available February 10, 1997)

Office of Chief Counsel
September 29, 2004
Page 7

(proponent informed the company that he would not attend because of advanced age, schedule conflicts and personal inconvenience); Tri-Continental Corporation (available March 4, 1996) (Mr. Crapo complained of the costs and inconvenience involved in traveling to the annual meeting of the company's shareholders); Harnischfeger Industries, Inc. (available December 15, 1992) (proponent stated that that he is "retired and older"); United States Steel Corporation (available January 23, 1984) (proponent attended another company's annual meeting).

Rule 14a-8(h)(3) is applicable even though the Company's Chief Executive Officer placed the Prior Proposal before the 2004 Annual Meeting for a vote. The Staff has consistently taken the position that a proponent's failure to present a proposal, in person or by proxy, for action at the meeting of shareholders at which the proposal is to be voted upon is not cured if the proposal is acted upon by shareholders at the meeting because the company or another person present at the meeting, other than the proponent's qualified representative, places the proposal before the meeting for a vote. On numerous occasions, the Staff has allowed companies to exclude proposals where a proposal was acted on at a meeting although the proponent or his qualified representative failed to present it. See, e.., Flower Foods, Inc. (available February 18, 2004); Raytheon Company (available January 22, 2003); Eastman Chemical Company (available February 27, 2001).

In addition, the failure by a proponent or the proponent's qualified representative to present a proposal without good cause is grounds for exclusion of that proponent's proposals for the following two calendar years. See, e.g., International Business Machines (available January 2, 2004); Avaya (available November 14, 2003); Wm. Wrigley Jr. Company (available December 5, 2003).

As a result of the Proponent's failure to appear and present the Prior Proposal, we believe that under Rule 14a-8(h)(3) the Company may exclude the Proposal and the Revised Supporting Statement from the 2005 Proxy Materials and omit any proposal made by the Proponent from the proxy materials for all meetings of the Company's shareholders to be held in calendar years 2005 and 2006.

2. The Proposal and Revised Supporting Statement Exceed the Length Limitation Set Forth in Rule 14a-8(d)

Rule 14a-8(d) establishes a 500-word limitation for shareholder proposals, including any accompanying supporting statement.

The length of the Proposal and Original Supporting Statement was over 500 words. On May 18, 2004, in accordance with Rule 14a-8(f), the Company sent the Proponent a notice of this deficiency. See Exhibit B. In response to the Company's letter, the Proponent submitted the Revised Supporting Statement, dated May 25, 2004. However, the Proponent failed to cure the deficiency - the Proposal and the Revised Supporting Statement contain approximately 634 words.

Office of Chief Counsel
September 29, 2004
Page 8

Because the Proposal and the Revised Supporting Statement exceed the 500-word limitation imposed by Rule 14a-8(d) and the Proponent has failed to cure this deficiency, we believe that the Proposal and the Revised Supporting Statement may be omitted from the 2005 Proxy Materials in reliance on Rules 14a-8(d) and 14a-8(f).

The Staff has generally permitted the omission of a shareholder proposal from proxy materials where a proponent failed to revise a proposal to comply with this limitation. See Amgen, Inc. (available January 12, 2004) (allowing the omission of a revised proposal that exceeded 500 words) and Amoco Corporation (available January 22, 1997) (allowing the omission of a revised proposal of 503 words).

IV. Conclusion

Based on the foregoing, we request that the Staff concur in our view that the Company may omit (i) the Proposal and the Revised Supporting Statement from the 2005 Proxy Materials and any other proposals that may be made by the Proponent from the proxy materials for all shareholders' meetings to be held in calendar years 2005 and 2006 pursuant to Rule 14a-8(h)(3) and (ii) the Proposal and the Revised Supporting Statement from the 2005 Proxy Materials pursuant to Rule 14a-8(d) and Rule 14a-8(f). In addition, we respectfully request the Staff to confirm that no enforcement action will be recommended to the Commission if such omissions are made.

* * *

The Company expects to file proxy materials with the Commission in March 2005.

If you have any questions regarding this request, or need additional information, please telephone me at (212) 424-8662. Please acknowledge receipt of this letter by stamping the enclosed additional copy of this letter and returning it in the enclosed envelope.

Very truly yours,

Elizabeth W. Powers

Encl.

cc: Mr. John Jennings Crapo

DIVISION OF CORPORATION FINANCE
INFORMAL PROCEDURES REGARDING SHAREHOLDER PROPOSALS

The Division of Corporation Finance believes that its responsibility with respect to matters arising under Rule 14a-8 [17 CFR 240.14a-8], as with other matters under the proxy rules, is to aid those who must comply with the rule by offering informal advice and suggestions and to determine, initially, whether or not it may be appropriate in a particular matter to recommend enforcement action to the Commission. In connection with a shareholder proposal under Rule 14a-8, the Division's staff considers the information furnished to it by the Company in support of its intention to exclude the proposals from the Company's proxy materials, as well as any information furnished by the proponent or the proponent's representative.

Although Rule 14a-8(k) does not require any communications from shareholders to the Commission's staff, the staff will always consider information concerning alleged violations of the statutes administered by the Commission, including argument as to whether or not activities proposed to be taken would be violative of the statute or rule involved. The receipt by the staff of such information, however, should not be construed as changing the staff's informal procedures and proxy review into a formal or adversary procedure.

It is important to note that the staff's and Commission's no-action responses to Rule 14a-8(j) submissions reflect only informal views. The determinations reached in these no- action letters do not and cannot adjudicate the merits of a company's position with respect to the proposal. Only a court such as a U.S. District Court can decide whether a company is obligated to include shareholder proposals in its proxy materials. Accordingly a discretionary determination not to recommend or take Commission enforcement action, does not preclude a proponent, or any shareholder of a company, from pursuing any rights he or she may have against the company in court, should the management omit the proposal from the company's proxy material.