Company Name: IDACORP, Inc.
Public Availability Date: December 10, 2007

Document Sections:

INQUIRY LETTER
STAFF REPLY LETTER

[INQUIRY LETTER]

October 26, 2007

VIA FEDEX

Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
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 (the "Supporting Statement") submitted by Mr. John Jennings Crapo (the "Proponent") in connection with the annual meeting of the Company's shareholders to be held in May 2008. We believe that the Proposal and the Supporting Statement may be properly excluded from the Company's 2008 proxy statement, pursuant to Rule 14a-8(i)(7) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 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 Supporting Statement.

Copies of the Proposal and Supporting Statement are enclosed as Exhibit A.

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

I. Proposal and Supporting Statement

The Proposal and Supporting Statement, dated June 15, 2007, are as follows:

SHAREHOLDER PROPOSAL:

Shareholders request the IDACORP Board of Directors ("Board") provide us a complete report in the next following Proxy Statement of the process of submission, introduction, presentation, and approval and and carrying out of shareholder proposals by IDACORP and it's predecessor corporations & other companies, and affiliates.

SUPPORTING STATEMENT

This proposal was submitted before here but the Commission upheld the Board insistence it be timely introduced by proponent who has submitted introduced and presented proposals at numerous national and regionally publicly held corporations and other registrants at his own expense and no expense to the Company.

These are lonely causes

Proponent fails to get cooperation

His broker one (01) time changed time without informing him of a stockholder meeting where he was to present his proposal - to have it same place where IDACORP was meeting. No way could he be in both places to carry out his law full duty

One time in a no-action response to IDACORP the Commission recommended proponent have an assistant to present shareholder proposal. Proponent proceeded to find one and got barred from the Pine Street Inn and consequently was subjected to intense harassment, including being robbed of his property. Being denied rest and his life endangered Proponent has lived in homeless shelters AND has to suffer the consequences of being in in jail and hospital for the criminally insane

Recently he was arrested when he attempted to report the trouble to the copy center. Numerous times he has sent reports to the copy center, to it's regional and national headquarters and was put in jail where he was recipient of inhumane and unlawful treatment.

at the homeless shelter he has attempted to find a co-presenter of shareholder proposal. One (01) was a man in a wheelchair who'd spent time disrupting his rest at night. The man has a familiar sounding first and last name and persons with those names he's noticed have been activists and known for courage and bravery. One time proponent told man briefly of a book about a girl with troubles who was helped by a new found friend

Proponent is brief but has been a shareholder long time. The value of his IDACORP investment is above the threshold of qualification to introduce a Shareholder proposal and proponent promises to continue to own his shares until thirteen (13) minutes have expired after meeting adjournment of stockholder meeting in question

Proponent has motioned the court that case be transferred to Federal Court for trial. He's accused of trespassing copy center is publicly held and my work is mostly based on violations of my constitutional rights. Population I'm with claim to be alcoholics, criminal offenders, drug addicts, nationals of other nations. I'm a veteran and a victim of long standing treatment by state of Massachusetts. This is a fine proposal and should pass.

II. The Proposal and the Supporting Statement May be Excluded under Rule 14a-8(i)(7) as Relating to the Company's Ordinary Business Operations.

We believe that the Proposal and Supporting Statement may be properly omitted from the 2008 Proxy Materials pursuant to Rule 14a-8(i)(7), because the subject matter of the Proposal deals with a matter relating to the ordinary business operations of the Company and does not fall within any of the exceptions to the exclusion.

As the Commission stated in its 1998 release, SEC Release No. 34-40018 (May 21, 1998), the policy underlying Rule 14a-8(i)(7) is to confine the resolution of ordinary business problems to management and the board of directors. This underlying policy rests on two considerations. The first consideration relates to the subject matter of the proposal and recognizes that certain tasks are so fundamental to management's ability to run a company on a day-to-day basis that these tasks could not, as a practical matter, be subject to direct shareholder oversight. However, proposals that relate to ordinary business matters but focus on sufficiently significant social policy issues generally would not be considered to be excludable, because the proposals would transcend the day-to-day business matters and raise policy issues so significant that it would be appropriate for a shareholder vote.

The second consideration relates to the degree to which the proposal seeks to micro-manage the company by probing too deeply into matters of a complex nature upon which shareholders would not be in a position to make an informed judgment.

A. Reporting Additional Information Beyond Legal Requirements Relating to the Company's Ordinary Business Operations Is Within the Scope of the Exclusion.

The Proposal requests that the Company report in its next proxy statement its processes for submitting, introducing, presenting, approving and carrying out shareholder proposals. Rule 14a-8(i)(7) allows a company to omit a proposal from its proxy materials "if the proposal deals with a matter relating to the company's ordinary business operations." When a proposal requests additional disclosure in a Commission-prescribed document, the Staff will consider whether the subject matter of the additional disclosure involves an ordinary business matter to determine if Rule 14a-8(i)(7) permits exclusion of the proposal. Johnson Controls, Inc. (October 26, 1999). We believe that the subject matter of the disclosure requested by the Proposal relates to the Company's ordinary business operations within the meaning of Rule 14a-8(i)(7).

The Company is subject to federal laws and regulations addressing specific requirements with respect to disclosure to shareholders, and compliance with these laws is part of the Company's day-to-day business. If implemented, the Proposal would impose a level of reporting on shareholder proposal procedures that is not mandated under any applicable law or regulation and that, in fact, expands the proxy statement disclosure of shareholder proposal information that is already required by Item 1 of Schedule 14A.

The Company's processes with respect to shareholder proposals are a fundamental part of the Company's day-to-day operations and involve a number of considerations. The design and effective oversight of these processes, from submission to implementation, involve basic decision-making on the part of the Company's management. In order to make these decisions, management of the Company must assess numerous factors, including, but not limited to, communications with the Company's shareholders, conduct of the annual meeting and compliance with federal and state law. A number of these decisions are strictly procedural. Moreover, the Proposal is not limited in scope to processes and decisions involving any particular type of shareholder proposal and fails to recognize the multiplicity of processes that may apply to shareholder proposals with different objectives. For example, implementation will differ for a proposal requesting the amendment of a company's charter or bylaws from a proposal seeking the preparation of a report.

In essence, the Proposal seeks information about the inner workings of the Company. It may be viewed as an attempt to second-guess the Company and to substitute the judgment of the shareholders for that of management and the board on the Company's decisions regarding its processing of shareholder proposals. The shareholders of the Company are not in the best position to dictate how the Company should process shareholder proposals or whether the Company should disclose that process. Thus, the Proposal constitutes an attempt to interfere with the day-to-day conduct of ordinary business. For these reasons, we believe that the Proposal seeks disclosure on matters that are best left to the Company's discretion in the conduct of the Company's ordinary business operations.

In the letters cited below, the Staff concurred that the shareholder proposals could be omitted pursuant to Rule 14a-8(i)(7) because the subject matter of the additional disclosure requested by each proposal would, if implemented, require disclosure of matters involving ordinary business operations.

In Refac, the Staff agreed that, pursuant to the ordinary business exclusion, Refac could exclude a proposal to, among other things, improve its corporate disclosure practices and include other specified disclosure. This would have included requirements to report changes in officer and director employment and to supplement its disclosure by reporting the number of Refac's shareholders of record and the results of voting at the annual meeting, including the number of "broker routine" votes included in the voted shares. Refac stated that overseeing the disclosure process is a complex task, and shareholders are not in a position to make informed decisions on such matters. Refac (March 27, 2002).

In The Boeing Company, the Staff agreed that, pursuant to the ordinary business exclusion, Boeing could exclude a proposal to restate each shareholder proposal in full in "any additional request for shareholder votes," as well as to disclose solicitation expenses in quarterly and annual reports, because the Commission has determined what information it finds material regarding the state of a company's business and the requirements for proxy solicitations. If implemented, the proposal in The Boeing Company would have required the company to repeat disclosure of the full text of shareholder proposals in any subsequent voter reminder mailings to shareholders, a requirement that is clearly not included in the Commission's proxy solicitation regulations. Boeing submitted, and the Staff agreed, that the additional disclosure of shareholder proposals related to the company's ordinary business operations within the meaning of Rule 14a-8(i)(7) because it imposed proxy solicitation disclosures not required by the Commission's proxy rules and, as to the solicitation expenses, pertained to the reporting of non-material financial information. The Boeing Company (February 20, 2001).

There are a number of other letters to the same effect. See, e.g., Weatherford International, Ltd. (February 25, 2005) (excluding a proposal to disclose the impact of reorganization from the United States to Bermuda); SBC Communications Inc. (February 4, 2005) (excluding a proposal seeking information on elimination of jobs within the company and offshore relocation activities); Newmont Mining Corporation (February 4, 2004) (excluding a proposal that requested a report on the risk posed by social and environmental liabilities to the company's operations, profitability and reputation); Allstate Corporation (February 16, 1999) (excluding a proposal seeking an investigation and a report on possible illegal activity by the company); International Business Machines (January 19, 1999) (allowing omission of a proposal because it would, if implemented, specify additional disclosures in the company's proxy statement about the company's relationships with its executive compensation consultants); LTV Corporation (November 25, 1998) (excluding a proposal to disclose certain financial information about its independent auditors in the company's annual report, with the Staff noting that "the proposal is directed at matters relating to the conduct of the Company's ordinary business operations"); Dow Jones & Company, Inc. (February 24, 1998) (excluding a proposal from the Proponent to include a list of dates and locations of all annual meetings held by public companies in the previous year in Dow Jones' next proxy statement). In each of the letters cited above, the subject matter of the additional disclosure sought by the proposals involved the ordinary business operations of the companies.

B. Exceptions to the "Ordinary Business" Exclusion

While proposals involving business matters that are routine or ordinary in nature generally may be excluded from a company's proxy materials based on Rule 14a-8(i)(7), there are certain exceptions to this exclusion. A company may not exclude, among other matters,

proposals that raise social policy issues so significant that a shareholder vote on the matter is appropriate SEC Release No. 34-40018 (May 21, 1998); and

proposals related to shareholder communications that limit the nature of their contemplated communications to "other than ordinary business matters" Pfizer, Inc. (January 7, 2004) (excluding a proposal to supply all information requested by shareholders).

1. The Proposal Does Not Raise a Significant Social Policy Issue Requiring Shareholder Consideration.

We do not believe, nor has the Staff indicated in the letters we have reviewed that it believes, that the process of submitting, introducing, presenting, approving and carrying out shareholder proposals involves a significant social policy issue. However, in the event that the Staff does not agree with us on the social significance of this issue, we believe that the Proposal is still excludable.

The standard with regard to exclusion of a proposal pursuant to Rule 14a-8(i)(7) is not whether the proposal may be construed as tangentially relating to a significant social policy issue, but whether the proposal requests action in furtherance of a significant social policy issue. Weatherford International Ltd. (February 25, 2005); SBC Communications Inc. (February 4, 2005); Washington Mutual, Inc. (March 6, 2002); The Mead Corporation (January 31, 2001). In Weatherford International Ltd., the Staff agreed that the company could omit a proposal to report on the impact of its reorganization from the United States to Bermuda pursuant to Rule 14a-8(i)(7). The Staff concurred with Weatherford International's argument that social policy issues are not raised when a proposal requests an evaluation of essentially ordinary business activities. Weatherford International Ltd. (February 25, 2005). In SBC Communications Inc., the company was permitted to omit a proposal that sought information related to elimination of jobs within the company and offshore relocation activities. SBC Communications reasoned, and the Staff agreed, that the proposal was only tangentially related to a social policy issue because it requested information on corporate decision-making with respect to management of its workforce, which is an ordinary business matter. SBC Communications Inc. (February 4, 2005). In Washington Mutual, Inc., the company was permitted to exclude a proposal that requested, among other things, a report on the company's policy regarding "speculative real estate development." Washington Mutual commented that the proposal did not involve a request to institute a broad or fundamental corporate policy regarding a social policy issue, but simply sought a report evaluating the impact of undertaking real estate development projects on the company's performance. Washington Mutual, Inc. (March 6, 2002). In The Mead Corporation, the Staff permitted the company to exclude a proposal requiring a report on the company's liability projection methodology and an assessment of other major environmental risks, such as those created by climate change. The Mead Corporation noted that the proposal did not request the company to support any principles regarding protection of the environment, but simply requested a report evaluating the company's future environmental risks. The Mead Corporation (January 31, 2001).

Here, as in Weatherford International Ltd., SBC Communications Inc., Washington Mutual, Inc. and The Mead Corporation, the Proposal does not request any action in furtherance of a significant social policy issue, nor does it seek to transform the Company's practices with respect to shareholder proposals. Moreover, the Proponent does not request that the Company's report include strategies to improve its processing of shareholder proposals or otherwise adopt a broad or fundamental corporate policy regarding the processing of shareholder proposals or any other significant social policy issue. Rather, the Proposal seeks only a report describing these practices. As discussed earlier, we believe that the effective formulation and oversight of processes with respect to shareholder proposals involve a number of day-to-day matters that are best left to management and the board of directors. We do not believe that a report on the Company's decision-making and practices with respect to shareholder proposals raises any "sufficiently significant social policy issue"; accordingly, the Proposal is excludable pursuant to Rule 14a-8(i)(7). SEC Release No. 34-40018 (May 21, 1998).

2. The Proposal Involves General Shareholder Communications and Does Not Limit the Nature of the Communications to Other than Ordinary Business Matters.

A proposal is excludable under Rule 14a-8(i)(7) when it does not limit the nature of the shareholder communications contemplated by the proposal to "other than ordinary business matters." Pfizer, Inc. (January 7, 2004) (excluding a proposal to supply all information requested by shareholders). The Staff explained this distinction in its report entitled "Review of the Proxy Process Regarding the Nomination and Election of Directors" (July 15, 2003) (the "Proxy Process Report").

In The Kroger Co. (April 11, 2003), the Staff denied a request to exclude a shareholder proposal seeking a bylaw amendment to require the board to constitute a shareholder committee to communicate with the Kroger board about the subject matter of shareholder proposals approved but not implemented. In a footnote to the Proxy Process Report, the Staff noted that "the Division did not grant a no-action position to Kroger regarding exclusion of the proposal under the ordinary business exclusion, as the proposal limited the nature of the communications to other than ordinary business matters." Proxy Process Report at note 53 (emphasis added).

In contrast, the Staff in PeopleSoft, Inc. (March 14, 2003) and Advanced Fibre Communications, Inc. (March 10, 2003) permitted the companies to exclude shareholder proposals requesting that their boards establish an Office of the Board of Directors to enable direct communications between non-management directors and shareholders. According to the Proxy Process Report, the Staff granted no-action relief to PeopleSoft and Advanced Fibre under the ordinary business exclusion because "the proposals did not limit the nature of the communications to other than ordinary business matters." Proxy Process Report at note 55 (emphasis added).

Here, the Proposal does not limit the nature of the requested report to other than ordinary business matters. On the contrary, the Proposal requires the Company's board and management to report on its processes relating to shareholder proposals. Unlike the proposal in The Kroger Co., where the Proposal was limited to shareholder proposals approved but not implemented, the Proposal would require the board and management to supply information about any number of day-to-day business decisions related to its processing of all shareholder proposals from the time they are submitted to the time they are carried out. Because the Proposal does not limit the nature of the communications to other than ordinary business matters, it is excludable under Rule 14a-8(i)(7).

Even if some portions of the Proposal should be deemed to be other than ordinary business matters, we believe that other components of the Proposal are intended to improve shareholder communications, which is part of the Company's ordinary business. Therefore, under PeopleSoft, Inc. and Advanced Fibre Communications, Inc., the entire proposal may be excluded.

There are a number of additional letters where the Staff has allowed the exclusion of proposals where only a portion of the proposal addressed ordinary business matters. In E*Trade Group, Inc., the Staff allowed the omission of a proposal, which recommended a number of potential mechanisms for increasing shareholder value, under the ordinary business exclusion. The Staff concluded that even though only two out of four of the mechanisms suggested by the proponent implicated ordinary business matters, the entire proposal could be omitted. The Staff expressly noted that "although the proposal appears to address matters outside the scope of ordinary business, subparts "c." and "d." relate to E*TRADE's ordinary business operations." E*Trade Group, Inc. (October 31, 2000). The Staff reached the same conclusion in Associated Estates Realty Corp., where it held that a proposal relating in part to executive officer compensation and the adoption of a business plan to increase shareholder value was excludable under Rule 14a-8(i)(7) "because the proposal relates in part to ordinary business operations (e.g., the disposition of non-core businesses and assets)." Associated Estates Realty Corp. (March 23, 2000).

III. Conclusion

Based on the foregoing, we request that the Staff concur in our view that the Company may omit the Proposal and the Supporting Statement in their entirety from the 2008 proxy statement and that no enforcement action will be recommended to the Commission if the Proposal and the Supporting Statement are excluded.

* * *

The Company expects to file proxy materials with the Commission in early April, 2008.

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,

/s/

Elizabeth W. Powers

Encl.

cc: Mr. John Jennings Crapo

[STAFF REPLY LETTER]

December 10, 2007

Response of the Office of Chief Counsel Division of Corporation Finance

Re: IDACORP, Inc. Incoming letter dated October 26, 2007

The proposal requests that the company's board of directors provide a report in its next proxy statement on "the process of submission, introduction, presentation, and approval and and carrying out of shareholder proposals."

There appears to be some basis for your view that IDACORP may exclude the proposal under rule 14a-8(i)(7), as relating to IDACORP's ordinary business operations (i.e., the process of introducing and presenting shareholder proposals at an annual meeting). Accordingly, we will not recommend enforcement action to the Commission if IDACORP omits the proposal from its proxy materials in reliance on rule 14a-8(i)(7).

Sincerely,

/s/

Mark F. Vilardo
Special Counsel