AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 2001

REGISTRATION NO. 333-64438

AMENDMENT NO. 1
TO
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------
SIERRA PACIFIC RESOURCES

(Exact name of registrant as specified in its charter)

NEVADA 88-0198358
(State or other jurisdiction (I.R.S. Employer
of Identification Number)
incorporation or organization)

P.O. BOX 30150 (6100 NEIL ROAD)
RENO, NEVADA 89520-3150
(775) 834-3610

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
------------------------------

WILLIAM E. PETERSON, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
Sierra Pacific Resources
P.O. Box 30150 (6100 Neil Road)
Reno, Nevada 89520-3150
(775) 834-5690

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
WITH COPIES TO:

WILLIAM C. ROGERS, ESQ. J. ANTHONY TERRELL, ESQ.
Choate, Hall & Stewart Thelen Reid & Priest LLP
53 State Street 40 West 57th Street
Boston, Massachusetts 02109 New York, New York 10019
(617) 248-5000 (212) 603-2000

------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is to be a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
registration statement of the earlier effective registration statement for the
same offering. [ ]

If the delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]

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

CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED AMOUNT OF
ADDITIONAL MAXIMUM MAXIMUM ADDITIONAL
TITLE OF EACH CLASS OF SHARES TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED (2) SHARE (3) OFFERING PRICE (3) FEE (2)
Common Stock, $1.00 par value (1) 1,850,000 $16.85 $31,172,500 $7,794

(1) There are also registered hereunder the Common Stock Purchase Rights issued
and attached to the Common Stock of Sierra Pacific Resources pursuant to the
Amended and Restated Rights Agreement between Sierra Pacific Resources and
Wells Fargo Bank Minnesota, N.A., as successor Rights Agent, originally
dated as of September 21, 1999 and amended and restated as of February 28,
2001.

(2) 20,000,000 shares of Common Stock, $1.00 par value, of Sierra Pacific
Resources were registered pursuant to a Registration Statement on Form S-3,
Registration No.333-64438, filed July 2, 2001. The fee paid in connection
with the filing of this Amendment No. 1 to said Registration Statement
relates solely to the registration of 1,850,000 additional shares of Common
Stock.

(3) Estimated solely for the purpose of calculating the registration fee.
Determined on the basis of the average of the high and low sales prices of
the Common Stock reported in the consolidated reporting system for trades on
the New York Stock Exchange on July 23, 2001 in accordance with Rule 457(c)
under the Securities Act of 1933, as amended, solely for the purpose of
calculating the registration fee.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 24, 2001

PROSPECTUS

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where this offer or sale is not permitted.

19,000,000 SHARES

[LOGO]

COMMON STOCK

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

Sierra Pacific Resources is selling 19,000,000 shares of common stock with
this prospectus. Our common stock is listed on the New York Stock Exchange under
the symbol "SRP." The last reported sale price of the common stock on July 23,
2001 was $16.85 per share.

INVESTING IN THE COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE "RISK
FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.

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

PER SHARE TOTAL
--------- --------

Public
offering
price.... $ $
Underwriting
discount... $ $
Proceeds,
before
expenses,
to the
Company... $ $

The underwriters may also purchase up to an additional 2,850,000 shares at
the public offering price, less the underwriting discount, within 30 days from
the date of this prospectus to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The shares will be ready for delivery on or about August , 2001.

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

MERRILL LYNCH & CO.

GOLDMAN, SACHS & CO.

LEHMAN BROTHERS

A.G. EDWARDS & SONS, INC.

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

The date of this prospectus is August , 2001.

TABLE OF CONTENTS

PAGE
--------

Summary..................................................... 1

Risk Factors................................................ 3

Forward-Looking Statements.................................. 4

Recent Developments......................................... 5

The Company................................................. 6

Regulatory Matters.......................................... 14

Selected Consolidated Financial Data........................ 18

Capitalization.............................................. 19

Use of Proceeds............................................. 19

Price Range of Common Stock and Dividend Policy............. 20

Description of the Common Stock............................. 21

Underwriting................................................ 24

Legal Opinions.............................................. 26

Experts..................................................... 26

Where You Can Find More Information......................... 26

Incorporation of Information We File with the Securities and
Exchange Commission......................................... 26

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

You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not, and the underwriters are not, making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.

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

In this prospectus, "Sierra Pacific," "we," "us" and "our" refer
specifically to Sierra Pacific Resources, the holding company. Nevada Power
Company and Sierra Pacific Power Company are referred to in this prospectus as
"NPC" and "SPPC," respectively, and together as the "Utilities."

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

As used in this prospectus, "MW" means megawatts, "MWh" means megawatt hours
and "throughput" means combined gas sales and gas transportation volumes.

SUMMARY

This summary provides an overview of the key aspects of the offering. This
summary is not complete and does not contain all of the information you should
consider before purchasing our common stock. You should read all of the
information contained or incorporated by reference in this prospectus carefully,
including the "Risk Factors" section and the selected consolidated financial
data.

OUR COMPANY

We are primarily a power and energy provider that operates several regulated
subsidiaries. We completed a merger with Nevada Power Company in July 1999 and
today are among the fastest growing utilities in the Unites States, serving
approximately 95% of Nevada residents and providing electricity and/or gas to
approximately 1.04 million customers. Our goal is to translate strong regional
economic and customer growth into sustainable earnings growth. In pursuing this
goal, we will continue to invest in and optimize our core regulated utility
business. Our businesses include: our utilities, NPC and SPPC; Tuscarora Gas
Pipeline Company; and Communications and other businesses.

NEVADA POWER COMPANY is a public utility engaged in the distribution,
transmission, generation, purchase and sale of electric energy to approximately
611,000 customers in southern Nevada. NPC has a total generating capacity of
1,964 MW of coal and natural gas/oil fired generating plants and serves
customers in southern Nevada, including Las Vegas, Henderson and adjoining
areas.

SIERRA PACIFIC POWER COMPANY is a public utility primarily engaged in the
distribution, transmission, generation, purchase and sale of electric energy and
natural gas in Nevada. SPPC has a total generating capacity of 1,045 MW of coal
and natural gas/oil fired generating plants and provides electricity to
approximately 309,500 customers in western, central and northeastern Nevada,
including the city of Reno, and the Lake Tahoe region of California. SPPC also
provides natural gas to approximately 115,000 customers in the cities of Reno
and Sparks, Nevada and the surrounding areas.

TUSCARORA GAS PIPELINE COMPANY is a 50% joint venture partner with
TransCanada Pipeline Limited in the operation of a 229 mile, Federal Energy
Regulatory Commission (the "FERC") regulated natural gas pipeline that serves
Reno, northern Nevada and northeastern California.

COMMUNICATIONS AND OTHER: Sierra Pacific Communications ("SPC") was formed
to pursue selected telecommunications market opportunities in the Reno and Las
Vegas metropolitan areas. In addition, SPC, Touch America and AT&T are partners
in the construction of a long-haul fiber-optic network between Salt Lake City,
Utah and Sacramento, California. Sierra Pacific also operates several
non-utility businesses.

Our sales for the year ended December 31, 2000 were approximately
$2.3 billion. At December 31, 2000 we had approximately $5.6 billion in assets.

THE OFFERING

The Issuer........................... Sierra Pacific Resources
6100 Neil Road
Reno, Nevada 89520-3150
Telephone: (775) 834-3610

Common stock offered................. 19,000,000 shares

Approximate number of shares of
common stock outstanding after the
offering........................... 97,500,000

Common stock price range: January 1,
2001 through June 23, 2001......... $10.56--$17.18

Listing.............................. New York Stock Exchange

Symbol............................... SRP

Use of Proceeds...................... Contribution of capital to our utility subsidiaries to
reduce short-term obligations and for general corporate
purposes, which may include the repayment of long-term debt.

Risk Factors......................... See "Risk Factors" and other information included or
incorporated by reference in this prospectus for a
discussion of factors you should carefully consider before
deciding to invest in shares of our common stock.

The number of shares outstanding after the offering is based on our shares
outstanding as of May 31, 2001. The number of shares outstanding after the
offering assumes that the underwriters' over-allotment option is not exercised.
If the underwriters exercise their over-allotment option in full, we will issue
and sell an additional 2,850,000 shares and will receive additional proceeds
before expenses of $ . See "Underwriting."

RISK FACTORS

You should carefully consider the risk factors described below, as well as
the other information included or incorporated by reference in this prospectus,
before making an investment in our common stock. The risks and uncertainties
described below are not the only ones facing our company. Additional risks and
uncertainties not presently known or that we currently believe to be less
significant may also adversely affect us.

IF WE ARE UNABLE TO RECOVER DEFERRED PURCHASED POWER AND FUEL COSTS, WE WILL
EXPERIENCE AN ADVERSE IMPACT ON CASH FLOW AND EARNINGS.

Under recent Nevada legislation, purchased power and fuel costs in excess of
those included in base rates are deferred as an asset on NPC's and SPPC's
balance sheets and are not shown as an expense until recovered from our retail
customers. As described in more detail in our Quarterly Report on Form 10-Q for
the Quarter ended March 31, 2001, the new legislation requires our utility
subsidiaries to file periodic rate cases with the Public Utilities Commission of
Nevada ("PUCN") so that the PUCN may verify the prudence of the energy costs and
allow the utilities to clear the deferred energy accounts. The legislation also
requires the PUCN to act on these cases within a specified time period. Any of
these costs determined by the PUCN to have been imprudently incurred cannot be
recovered from NPC's and SPPC's customers.

OUR CASH FLOW COULD BE ADVERSELY AFFECTED BY INCREASES IN CUSTOMER DEMAND,
DECREASES IN OUTPUT FROM OUR POWER PLANTS OR THE FAILURE OF PURCHASED POWER
CONTRACT COUNTERPARTIES TO DELIVER ELECTRICITY THAT WOULD REQUIRE US TO PURCHASE
POWER ON THE SPOT MARKET.

Although our utility subsidiaries have contracted for their expected
purchased power requirements through 2001, if weather or other conditions cause
retail loads to increase, if our power plants do not operate as planned or if
the parties with which we have contracted to purchase power are not able to
deliver that power, we could have to spend additional money to buy spot-market
power.

WE WILL NEED TO BE ABLE TO ACCESS THE CAPITAL MARKETS TO FINANCE A SIGNIFICANT
PORTION OF OUR OPERATING EXPENSES (INCLUDING OUR DEFERRED ENERGY BALANCES) IN
ADDITION TO OUR CAPITAL EXPENDITURES.

We will need to continue to support working capital and capital expenditures
through external financing. Our ability to access the capital markets at
competitive rates may be affected by adverse developments in power markets and
at other utilities in the western United States. Our utility subsidiaries must
also obtain regulatory approval in Nevada in order to borrow money or to issue
securities and will therefore be dependent on the PUCN to issue favorable orders
in a timely manner to permit them to finance their operations and to purchase
power and fuel necessary to serve their customers.

ALTHOUGH OUR BOARD OF DIRECTORS RECENTLY DECLARED A DIVIDEND ON OUR COMMON
STOCK, WE CANNOT ASSURE YOU THAT FUTURE DIVIDEND PAYMENTS WILL BE MADE OR, IF
MADE, IN WHAT AMOUNTS THEY MAY BE PAID.

Dividends on our common stock are considered periodically by our Board of
Directors and are subject to factors that ordinarily affect dividend policy,
such as earnings, cash flow, estimates of future earnings and cash flow,
business conditions, regulatory factors, our financial condition and other
matters. On April 13, 2001, our Board of Directors decided not to pay the
May 2001 common stock dividend as a result of unprecedented conditions in the
wholesale energy markets. On July 20, 2001, our Board re-examined the various
factors described above and declared a dividend of $.20 per share on our common
stock, payable September 15, 2001. We cannot assure you that dividends will be
paid in the future, or that, if paid, the dividends will be at the same amount
or with the same frequency as in the past.

FORWARD-LOOKING STATEMENTS

The information in this prospectus, or in the documents incorporated by
reference, includes forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
relate to anticipated financial performance, management's plans and objectives
for future operations, business prospects, outcome of regulatory proceedings,
market conditions and other matters. Words such as "anticipate," "believe,"
"estimate," "expect," "intend," "plan" and "objective" and other similar
expressions identify those statements that are forward-looking. These statements
are based on management's beliefs and assumptions and on information currently
available to management. Actual results could differ materially from those
contemplated by the forward-looking statements. Important factors, including
those described in the Risk Factors section in this prospectus, that could cause
actual results to differ materially include:

- Unseasonable weather conditions;

- Federal and state regulatory environments, including changes in
rate-setting and cost-recovery policies, environmental regulations, tax or
accounting matters and other laws and regulations to which we are subject;

- Conditions in the wholesale markets for electricity and natural gas,
including the effect of the price controls recently imposed by the Federal
Energy Regulatory Commission on wholesale power sales in the western
United States;

- Future economic conditions, including inflation rates and monetary policy;

- Financial market conditions, including changes in availability of capital
or interest rate fluctuations;

- Unusual or unanticipated changes in normal business operations, including
unusual maintenance or repairs;

- Customer growth within our service territories, changes in customers'
usage patterns and energy preferences or the loss of any major customers;
and

- Employee workforce factors, including changes in collective bargaining
unit agreements, strikes or work stoppages.

RECENT DEVELOPMENTS

DECLARATION OF DIVIDEND

On July 20, 2001, our Board of Directors declared a dividend on our common
stock of $.20 per share. The dividend is payable September 15, 2001, to
stockholders of record at the close of business on August 24, 2001.

SALE OF SIERRA PACIFIC POWER COMPANY'S WATER BUSINESS

On June 11, 2001, SPPC completed the sale of its water business assets
(excluding hydroelectric generation assets) to the Truckee Meadows Water
Authority. The sale included treatment facilities, distribution infrastructure,
surface and ground water rights, and storage rights. SPPC received $319 million
in net proceeds from the sale.

GENERAL AND REFUNDING MORTGAGE BOND OFFERINGS

On May 24, 2001, NPC issued $350 million of 8.25% General and Refunding
Mortgage Bonds, Series A, due June 1, 2011. The bonds were issued under and
secured by a General and Refunding Mortgage Indenture dated as of May 1, 2001
that is subject to the prior lien of NPC's Indenture of Mortgage dated as of
October 1, 1953. The proceeds of the issuance were used to refinance or
discharge outstanding indebtedness including commercial paper, short-term debt
and current maturities of long-term debt.

On May 24, 2001, SPPC issued $320 million of its 8.00% General and Refunding
Mortgage Bonds, Series A, due June 1, 2008. The bonds were issued under and
secured by a General and Refunding Mortgage Indenture dated as of May 1, 2001
that is subject to the prior lien of SPPC's Indenture of Mortgage dated as of
December 1, 1940. The proceeds of the issuance were used to refinance or
discharge outstanding indebtedness including commercial paper, short-term debt
and current maturities of long-term debt.

THE COMPANY

SIERRA PACIFIC RESOURCES engages primarily in the power and energy
businesses through several regulated subsidiaries. Sierra Pacific Resources
completed a merger with NPC in July 1999, combining the two largest regulated
electric utility companies in the state of Nevada. Today, we serve approximately
95% of Nevada residents, providing electricity and/or gas to approximately
1.04 million customers in service territories that cover northern and southern
Nevada and the Lake Tahoe region of California. We are among the fastest growing
utilities in the United States in terms of electric customers and MWh sales,
adding approximately 44,000 new electric customers per year. Following the
completion of the Centennial and Falcon/Gonder transmission projects, we will
rank among the top 10 largest transmission companies in the United States in
terms of total assets. In addition to NPC and SPPC, we also operate several
non-regulated businesses.

[LOGO]

NEVADA POWER COMPANY, a wholly owned subsidiary of Sierra Pacific Resources,
is a public utility engaged in the distribution, transmission, generation,
purchase and sale of electric energy in southern Nevada. NPC has a total
generating capacity of 1,964 megawatts of coal and natural gas/oil fired
generating plants and provides electricity to approximately 611,000 customers in
a 4,500 square mile service area in Southern Nevada, including Las Vegas,
Henderson and adjoining areas.

SIERRA PACIFIC POWER COMPANY, a wholly owned subsidiary of Sierra Pacific
Resources, is a public utility primarily engaged in the distribution,
transmission, generation, purchase and sale of electric energy in northern
Nevada. SPPC has a total generating capacity of 1,045 MW of coal and natural
gas/ oil fired generating plants and provides electricity to approximately
309,500 customers in a 50,000 square mile service area in western, central and
northeastern Nevada, including the city of Reno, and the Lake Tahoe region of
California. SPPC also provides natural gas to approximately 115,000 customers in
the cities of Reno and Sparks and surrounding areas.

TUSCARORA GAS PIPELINE COMPANY, a wholly owned subsidiary of Sierra Pacific
Resources, is a 50% joint venture partner with TransCanada Pipeline Limited in
the operation of a natural gas pipeline to serve an expanding gas market in
Reno, northern Nevada, and northeastern California. The 229 mile pipeline
extends from Malin, Oregon, to Reno, Nevada. The pipeline is regulated by the
FERC.

COMMUNICATIONS AND OTHER: Sierra Pacific Communications ("SPC") was formed
to pursue selected telecommunications market opportunities. SPC has deployed
fiber optic assets in the Reno and Las Vegas metropolitan areas. Sierra Touch
America LLC, a partnership among SPC and Touch America and AT&T is constructing
and will operate a long-haul fiber optic network between Salt Lake City, Utah
and Sacramento, California. In addition to SPC, Sierra Pacific Resources also
operates several non-utility businesses.

The principal executive office of Sierra Pacific Resources is P.O. Box 30150
(6100 Neil Road), Reno, Nevada 89520-3150, and the telephone number is
(775) 834-3610.

RECENT REGULATORY HISTORY

Following the passage of electric industry restructuring legislation in
Nevada in 1997 and 1999, we began preparing for a competitive electricity
market. Electric restructuring in Nevada required that we unbundle our
generation, transmission and distribution businesses. In 1999, as a condition of
our merger with NPC, the PUCN also required us to sell our generating assets. In
1999 we also entered into an agreement with Enron Corporation to purchase its
subsidiary, Portland General Electric Company, based in Portland, Oregon. On
April 26, 2001, we mutually agreed with Enron Corp. to terminate the acquisition
of Portland General Electric Company. Had the sales of our generating assets and
the acquisition of Portland General Electric Company been completed, our two
Nevada utilities would have been exclusively transmission and distribution
companies, and we would have had a third vertically integrated utility
subsidiary in Portland.

Beginning in May 2000, electric utilities throughout the western United
States, including NPC and SPPC, experienced dramatically increased fuel and
purchased power costs. As a result of these higher costs and rate freezes
imposed by regulatory order and legislation, NPC and SPPC incurred substantial
operating losses prior to April 1, 2001.

In response to the escalating power crisis in the western United States, we
worked cooperatively with Nevada's public officials and other interested parties
on a series of measures to address the situation.

- We entered into a global settlement in July 2000 to resolve pending
litigation, which permitted the Utilities to file monthly fuel and
purchased power riders with the PUCN based on trailing 12-month average
costs, with the first increase effective August 1, 2000.

- When costs continued to rise more rapidly than the fuel and purchased
power riders could accommodate, the Utilities filed a Comprehensive Energy
Plan with the PUCN in January 2001 seeking permission for an additional
increase in electric rates. The PUCN approved the rate increase on
February 23, 2001 and made the rates effective March 1, 2001.

- In February 2001, legislation was introduced in Nevada to address a number
of issues relating to electric utilities and electric industry
restructuring. On April 18, 2001, Assembly Bill 369 ("AB 369") was passed
and signed into law. AB 369 left in place the prior electric rate
increases, reinstated deferred energy accounting for fuel and purchased
power costs going forward, repealed electric industry restructuring in
Nevada and imposed a moratorium on the sale of generation assets by
electric utilities until 2003.

OUR BUSINESS STRATEGY

Today, Sierra Pacific is engaged primarily in the business of electricity
generation, transmission and distribution, and natural gas transmission and
distribution. Our goal is to translate strong regional economic and customer
growth into sustainable earnings growth. Our strategy is to invest in and
optimize our core regulated utility businesses. We plan to implement this
strategy by:

- ACHIEVING OPERATIONAL EXCELLENCE IN OUR BUSINESSES, by continued
investment in and development of systems, technology and personnel;

- INVESTING IN AND EXPANDING OUR REGULATED ELECTRIC AND GAS DISTRIBUTION
BUSINESSES in support of customer growth, service, reliability and safety;

- INVESTING IN OUR FERC-REGULATED GAS AND ELECTRIC TRANSMISSION
INFRASTRUCTURE AND LEVERAGING OUR STRATEGIC LOCATION, by developing new
transmission assets as well as providing leadership in the creation of
regional electric transmission organizations;

- ACHIEVING OPTIMAL PERFORMANCE IN OUR POWER PLANT AND ENERGY SUPPLY
OPERATIONS, based upon plant availability, reliability, total cost of
energy and safety;

- INCREASING CAPACITY through upgrades or expansion at existing utility
plant properties;

- DEVELOPING OUR REGIONAL NON-REGULATED ENERGY SERVICES AND EFFICIENCY
CONSULTING BUSINESS;

- SELECTIVELY DEPLOYING TELECOMMUNICATIONS INFRASTRUCTURE WHERE MARKETS
SUPPORT IT; and

- MAINTAINING OUR CULTURE OF OWNERSHIP by closely tying the compensation of
our employees, officers, and directors to operational and financial
performance.

REGULATED BUSINESS SEGMENT REVIEW

NEVADA POWER COMPANY

NPC is a regulated public utility primarily located in Clark County in
southern Nevada. NPC provides electricity to approximately 611,000 customers in
a 4,500 square mile service area that includes the communities of Las Vegas,
North Las Vegas, Henderson, Searchlight, Laughlin and adjoining areas. NPC also
provides electricity to Nellis Air Force Base, the Department of Energy at
Mercury and Jackass Flats at the Nevada Test Site.

NPC's revenues totaled $1.3 billion in 2000. NPC's total electric MWh sales
totaled 19.5 million in 2000 and have increased an average of 7.4% annually over
the past five years.

MARKET AND DISTRIBUTION SYSTEM. Customer and sales growth in NPC's service
territory continues to be among the fastest in the nation, with a significant
part of the utility's electric sales growth resulting from new residential,
industrial and gaming customers. From 1996 through 2000, NPC's sales and
customers grew at compound annual rates of 7.4% and 6.1%, respectively. NPC's
peak load has also increased substantially, averaging 7.1% annual growth over
the past five years and reaching 4,325 MW on August 1, 2000. Peaks in NPC's
service territory are highest in the summer months, with loads driven primarily
by air conditioning requirements.

ELECTRIC CUSTOMERS AT YEAR END (000'S)

[LOGO]

The Las Vegas portion of NPC's service territory has recently undergone
significant customer growth as Las Vegas has become one of the top resort
destinations in the world. Eighteen of the world's twenty largest hotels are
located in Las Vegas and, at year-end 2000, the number of available hotel rooms
totaled approximately 124,205. This number is expected to increase by an
additional 2.4% during 2001. Hotel occupancy rates in Las Vegas from 1998
through 2000 have exceeded 90% and have increased each year to reach 95.5% in
2000, well above the national average of 63.5% during 2000.

NPC's 611,000 electric customers contributed the following toward total year
2000 MWh sales:

TOTAL MEGAWATT-HOUR SALES (12/31/00) - 19,452,148

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

OTHER RESIDENTIAL COMMERCIAL INDUSTRIAL

15.85 36.18 17.39 30.58

The number of residential, commercial and industrial customers increased
over the prior year by 5.6%, 4.6% and 7.4%, respectively.

FACILITIES AND OPERATIONS. During 2000, NPC's 1,964 MW of generation
supplied more than half of its total electric energy requirements, as shown
below:

SOURCES OF SUPPLY IN 2000 (TOTAL 20,163,647 MWHS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

COAL GAS/OIL PURCHASED POWER

30.7 23.1 46.2

CAPACITY 1,964 MWS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

COAL GAS/OIL

53.8 46.2

NPC has entered into contracts covering all of its anticipated purchased
power requirements through the remainder of 2001.

CONSTRUCTION PROGRAM. Gross construction expenditures for 2000, including
allowance for funds used during construction ("AFUDC") and contributions in aid
of construction were $204.5 million and for the period 1996 through 2000 were
$1.2 billion. Estimated construction expenditures are approximately
$200 million for 2001, and $1.05 billion, including the Centennial transmission
project, for 2002 through 2005.

SIERRA PACIFIC POWER COMPANY

SPPC is a regulated public utility located in western, central and
northeastern Nevada. SPPC provides electricity to approximately 309,500
customers in a 50,000 square mile service area that includes the cities of Reno,
Sparks, Carson City, Elko, and a portion of eastern California, including the
Lake Tahoe area. SPPC also provides natural gas service in the Reno/Sparks
service territories to approximately 115,000 customers.

SPPC's revenues from continuing operations totaled $995 million in 2000,
with gas revenues contributing approximately 10% and electric revenues
contributing the remaining 90%. SPPC's total electric MWh sales totaled
approximately 12.4 million in 2000 and increased an average of 11.7% annually
over the past five years.

MARKET AND ELECTRIC DISTRIBUTION SYSTEM. Customer and sales growth in
SPPC's service territory continues to be among the fastest in the nation, with a
significant part of the utility's electric sales growth resulting from new
residential, gaming and mining customers. From 1996 through 2000, SPPC's sales
and customers grew at compound annual rates of 11.7% and 2.7%, respectively.
SPPC's peak load also increased substantially, averaging 6.5% annual growth over
the past five years and reaching 1,577 MW on July 31, 2000. Electric system
peaks in SPPC's service area occur both in the summer and the winter. Summer
peak loads are driven by air-conditioning, cooling equipment and irrigation
pumping, while winter peak loads result from increased demand for space heating,
demand for air movement (with forced air, gas and oil furnaces) and ski resort
demands.

ELECTRIC CUSTOMERS AT YEAR END (000'S)

[LOGO]

SPPC's electric customers by class contributed the following toward total
year 2000 MWh sales:

TOTAL MEGAWATT-HOUR SALES (12/31/00)--12,434,661

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

OTHER RESIDENTIAL COMMERCIAL INDUSTRIAL

29.16 16.43 22.38 32.03

ELECTRIC FACILITIES AND OPERATIONS. During 2000, SPPC's 1,045 MW of
generation supplied 43.9% of its total electric energy requirements, as shown
below:

SOURCES OF SUPPLY IN 2000 (TOTAL 13,101,014 MWHS)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

COAL GAS/OIL PURCHASED POWER HYDRO

14.9 28.6 56.1 0.4

CAPACITY 1,045 MWS

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

COAL GAS/OIL

25.5 74.5

SPPC has entered into contracts covering all of its anticipated purchased
power requirements through the balance of 2001.

NATURAL GAS BUSINESS. SPPC's natural gas distribution business serves the
Reno/Sparks metropolitan area and accounted for $100.8 million in 2000 operating
revenues or 10.1% of SPPC's revenues from continuing operations. SPPC's customer
base grew 4.0% in 2000 to approximately 115,000.

CONSTRUCTION PROGRAM FOR ELECTRIC AND GAS BUSINESSES. Gross construction
expenditures for 2000, including AFUDC and contributions in aid of construction,
were $155.3 million. Estimated construction expenditures are approximately
$100 million for 2001 and $480 million, including the Falcon/Gonder transmission
project, for 2002 through 2005.

TUSCARORA GAS PIPELINE COMPANY

Our wholly owned subsidiary, Tuscarora Gas Pipeline Company ("TGPC"), is a
partner in a 50%-50% joint venture with TransCanada PipeLines Limited. The joint
venture developed, constructed and operates a 229-mile natural gas pipeline that
delivers natural gas to Reno and certain markets in northeastern California. As
an interstate pipeline, TGPC provides only transportation service. SPPC's
natural gas distribution system was TGPC's largest customer during 2000,
contributing 95% of its revenues.

In 2000, TGPC recorded net income of approximately $2.1 million. Annual
average throughput is approximately 72,000 decatherms per day. Existing capacity
is 129,000 decatherms per day, however, TGPC is in the process of expanding the
pipeline's capacity to 224,000 decatherms per day and is scheduled to have the
additional capacity available in 2003. This expanded capacity is intended to
support increasing gas demand in northern Nevada, including generation projects.
In January 2001, TGPC completed and placed in service a 16.1 mile lateral that
created a new citygate connection into the SPPC distribution system.

NON-REGULATED BUSINESS SEGMENT REVIEW

SIERRA PACIFIC COMMUNICATIONS SPC was formed to pursue selected
telecommunications market opportunities. SPC has deployed fiber optic assets in
the Reno and Las Vegas metropolitan areas. Sierra Touch America LLC, a
partnership among SPC, Touch America and AT&T, is constructing and will operate
a long-haul fiber optic network between Salt Lake City, Utah and Sacramento,
California. SPC's share of construction costs for this project is approximately
$25 million. Construction began in July, 2000.

E.THREE provides energy-related services and other business solutions in
commercial and industrial markets (on a regional basis). In 1998, e.three and
Nevada Electric Investment Company, a wholly owned subsidiary of NPC, formed
e.three Custom Energy Solutions, LLC to sell energy-related performance
contracts and similar energy services to commercial and industrial customers in
southern Nevada. In 1999, e.three Custom Energy Solutions, LLC began developing
a chilled water-cooling plant in the downtown area of Las Vegas, which will
supply the indoor air-cooling requirements for a number of businesses in its
immediate vicinity. The plant became operational in August 2000.

LANDS OF SIERRA ("LOS") was established in 1964 to develop and manage SPPC's
non-utility property in Nevada and California. LOS began to exit this business
and sell its properties following our decision to focus on our core energy
activities.

NEVADA ELECTRIC INVESTMENT COMPANY ("NEICO") is a wholly owned subsidiary of
NPC. In October 1997, NEICO and UTT Nevada, Inc. formed Northwind Las Vegas,
LLC, for the purpose of evaluating district energy projects in southern Nevada,
and Northwind Aladdin, LLC, for the purpose of owning, constructing, operating
and maintaining the facility for producing and distributing chilled water, hot
water and emergency power for the Aladdin Hotel and Casino.

REGULATORY MATTERS

NPC and SPPC's electric businesses are subject to regulation by the PUCN,
the FERC and environmental authorities in the states in which they operate.
SPPC's electric business in California is subject to regulation by the
California Public Utility Commission. In addition, SPPC's natural gas business
is subject to regulation by the PUCN. TGPC's gas transportation services are
subject to regulation by the FERC. As a result of such regulation, many of the
fundamental business decisions of NPC, SPPC and TGPC, as well as the rate of
return we are permitted to earn on our utility assets, are subject to the
approval of governmental agencies.

ASSEMBLY BILL 369

On April 18, 2001, the Governor of Nevada signed AB 369 into law. The
provisions of AB 369 include a moratorium on the sale of generation assets by
electric utilities, the repeal of electric industry restructuring, and a
reinstatement of deferred accounting for fuel and purchased power costs
("deferred energy accounting") for electric utilities. The stated purposes of
this emergency legislation were, among others, to control volatility in the
price of electricity in the retail market in Nevada and to ensure that the
Utilities have the necessary financial resources to provide adequate and
reliable electric service under present market conditions. To achieve these
purposes, AB 369 allows the Utilities to recover in future periods their costs
for wholesale power and fuel, to the extent those costs exceed levels recovered
in base rates and are prudently incurred. Deferred energy accounting will have
the effect of delaying additional rate increases to consumers until early next
year while, at the same time, providing a method for the Utilities to recover
their increasing costs for fuel and purchased power. Set forth below is a
summary of key provisions of AB 369.

GENERATION DIVESTITURE MORATORIUM. AB 369 prohibits all divestiture of
generation assets by electric utilities until July 2003. After January 1, 2003,
NPC or SPPC may seek PUCN permission to sell one or more generation assets with
the sale to be effective on or after July 1, 2003. The PUCN may approve the
request to divest only if it finds the transaction to be in the public interest.
The PUCN may base its approval of the request upon such terms, conditions, or
modifications as it deems appropriate.

AB 369 directs the PUCN to take all steps necessary to obtain federal
approval for the prohibition on divestiture and to vacate any of its own orders
that had previously approved generation divestiture transactions.

DEFERRED ENERGY ACCOUNTING. AB 369 requires the Utilities to use deferred
energy accounting for their respective electric operations beginning on
March 1, 2001. The intent of deferred energy accounting is to ease the effect of
fluctuations in the cost of purchased power and fuel. Under deferred energy
accounting, to the extent actual fuel and purchased power costs exceed fuel and
purchased power costs recoverable through current rates, that excess is not
recorded as a current expense on the income statement but rather is deferred and
recorded as an asset on the balance sheet. Conversely, a liability is recorded
to the extent fuel and purchased power costs recoverable through current rates
exceed actual fuel and purchased power costs. These excess amounts are reflected
in adjustments to rates and recorded as revenue or expense in future time
periods, subject to PUCN review. AB 369 provides that the PUCN may not allow the
recovery of any costs for purchased fuel or purchased power "that were the
result of any practice or transaction that was undertaken, managed or performed
imprudently by the electric utility." In reference to deferred energy
accounting, AB 369 specifies that fuel and purchased power costs include all
costs incurred to purchase fuel, to purchase capacity and to purchase energy.
The Utilities also record in these accounts a carrying charge on such deferred
balances.

AB 369 requires that each Utility file an application to clear its deferred
energy account balances after the end of each 12-month period, but allows the
balances from each 12-month period to be recovered over an adjustment period of
up to three years in order to reduce the volatility of rate

changes. In addition, after the initial deferred energy case, each Utility is
allowed to file an application to clear its deferred energy account balances
after the end of a six-month period if the proposed net increase or decrease in
fuel and purchased power revenues for the six-month period is more than 5%. If a
Utility using deferred energy accounting realizes a rate of return greater than
the rate authorized by the PUCN, the portion that exceeds the authorized rate of
return will be transferred to the next deferred energy adjustment period.

Before an electric utility may clear its deferred accounts, AB 369 requires
the PUCN to determine whether the costs for purchased fuel and purchased power
that the electric utility recorded in its deferred accounts are recoverable and
whether the revenues that the electric utility collected from customers in
Nevada for purchased fuel and purchased power are properly recorded and credited
in its deferred accounts. AB 369 prohibits the PUCN from allowing an electric
utility to recover any costs for purchased fuel and purchased power that were
the result of any practice or transaction that was undertaken, managed or
performed imprudently by the electric utility.

At May 31, 2001, NPC had a balance of $86.6 million in its deferred energy
account, reflecting eligible fuel and purchased power costs incurred since
March 1, 2001. At May 31, 2001, SPPC had a balance of $85.1 million in its
deferred energy account, which reflects both deferrals in connection with its
natural gas business as well as eligible fuel and purchased power costs incurred
since March 1, 2001. Management expects these balances to increase significantly
during the summer of 2001, particularly at NPC, although the amount of such
increases will depend on a number of unpredictable factors such as weather
conditions and conditions in the wholesale electricity and gas markets in the
western United States.

TRANSITION OF RATES TO DEFERRED ENERGY ACCOUNTING. All rates in effect on
April 1, 2001, including the cumulative increases under the Global Settlement
and the Comprehensive Energy Plan ("CEP") Riders, remain in effect until the
PUCN issues final orders on future general and initial deferred energy rate
applications. No further applications can be made for the Fuel and Purchased
Power ("F&PP") riders that were part of the July 2000 Global Settlement
described in the Utilities' Annual Reports on Form 10-K for the year ended
December 31, 2000.

The Utilities will not be permitted to recover any shortfall incurred before
March 1, 2001, resulting from the difference between actual fuel and purchased
power costs and the rates permitted by the Global Settlement. Although the F&PP
riders were in effect during this period, the riders were based on trailing 12-
month average costs and were subject to caps and therefore did not allow the
Utilities full recovery for fuel and purchased power costs due to the rapid rise
in energy prices.

AB 369 prohibits the PUCN from taking any further action on the CEP
described in the Utilities' Annual Reports on Form 10-K for the year ended
December 31, 2000, and provides that, except for the CEP Rider rate increases
put into effect on April 1, 2001, the CEP will be deemed to have been withdrawn
by the Utilities. Additionally, approximately $20 million of revenue collected
by the Utilities based on the CEP before April 1, 2001, was credited to the
deferred energy accounts, which caused the accounts to start in an
over-collected position.

REQUIRED FILINGS. NPC and SPPC are each required to file a general rate
application and a deferred energy application on or before the dates listed
below:

GENERAL RATE CASE DEFERRED ENERGY FILING
----------------------------- -----------------------------
FILE DATE EFFECTIVE DATE FILE DATE EFFECTIVE DATE
------------ -------------- ------------ --------------

Nevada Power Company................... Oct. 1, 2001 Apr. 1, 2002 Dec. 1, 2001 Apr. 1, 2002

Sierra Pacific Power Company........... Dec. 1, 2001 Jun. 1, 2002 Feb. 1, 2002 Jun. 1, 2002

In connection with clearing the Utilities' deferred energy accounts, the PUCN
must investigate and determine whether the Utilities' rates that went into
effect on March 1, 2001, pursuant to the CEP, are

just and reasonable and reflect prudent business practices. The rates in effect
on April 1, 2001 remain in effect until the PUCN issues final orders on the
general and initial deferred energy rate applications referred to above. The
PUCN is prohibited from adjusting rates during this time period unless an
adjustment is absolutely necessary to avoid a finding that the rates are
confiscatory and therefore in violation of the United States or Nevada
Constitutions. If adjustments are necessary, they may only be made to the extent
necessary to avoid an unconstitutional result.

After the initial general rate applications described above, each Utility
will be required to file future general rate applications at least every
24 months.

RESTRICTIONS ON MERGERS AND ACQUISITIONS. AB 369 imposes certain
restrictions on mergers and acquisitions involving Nevada electric utilities. In
particular, the PUCN may not approve a merger or acquisition involving an
electric utility unless the utility complies with the generation divestiture
provisions of AB 369.

In addition, AB 369 includes provisions that would have significantly
affected the required regulatory approvals for Sierra Pacific's proposed
acquisition of Portland General Electric Company ("PGE") from Enron Corp. On
April 26, 2001, Enron Corp. and Sierra Pacific terminated, by mutual agreement,
the proposed purchase and sale of PGE.

REPEAL OF ELECTRIC INDUSTRY RESTRUCTURING. AB 369 repeals all statutes
authorizing retail competition in Nevada's electric utility industry and voids
any license issued to an alternative seller in connection with retail electric
competition.

OTHER LEGISLATION

Senate Bill 372 ("SB 372"), which increased renewable energy portfolio
requirements, was enacted in the 2001 Nevada legislative session. Renewable
resources include biomass, wind, solar and geothermal projects. In 2003, both
SPPC and NPC will be required to purchase 5% of their energy from renewable
resources. These requirements increase to 15% by 2013. Prior law capped
renewable energy requirements at 1%. Currently SPPC obtains approximately 9% of
its energy from renewable resources while NPC obtains less than 1% from
renewable resources. SB 372 requires the PUCN to establish standards for
renewable energy contracts including prices and other terms and conditions. If
sufficient renewable energy contracts that meet PUCN standards are not
available, the Utilities will not be required to meet the portfolio
requirements. All renewable energy contracts meeting PUCN standards will be
recoverable in the deferred energy accounts.

The 2001 Nevada Legislature passed another key piece of legislation for the
energy industry, Assembly Bill 661 ("AB 661"). AB 661 allows commercial and
governmental customers with an average demand greater than 1 MW to select new
energy suppliers. The Utilities would continue to provide transmission,
distribution, metering and billing services to such customers. AB 661 requires
customers wishing to choose a new supplier to receive the approval of the PUCN
and meet public interest standards. In particular, the departing customers must
secure new energy resources that are not under contract to the Utilities, the
departing customers must demonstrate to the PUCN that the remaining customers
will not be burdened by increased costs as a result of the departure, and the
departing customers must pay any deferred energy fuel balances. Certain limits
are placed upon the departure of NPC customers until 2003; most significantly,
the amount of load departing is limited to approximately 1,100 MW in peak
conditions. AB 661 permits customers to file applications with the PUCN
beginning in the fourth quarter of 2001. Customers must provide 180-day notice
to the Utilities and could begin to receive service from new suppliers in
mid-2002.

AB 661 also contains new electric and gas energy surcharges for low-income
assistance and weatherization programs. These surcharges are recoverable
directly from customers as separate line

items on their bills with the Utilities remitting collected surcharges to the
PUCN. Various state agencies will administer the disposition of the funds.

FERC PRICE CAP

On June 19, 2001, the FERC adopted a price mitigation plan applicable to
wholesale power sales in California and throughout the western United States
during the period June 20, 2001 through September 30, 2002. The price mitigation
plan establishes a mechanism with which to determine the maximum amount that may
be charged for power sold during this period. The intent of the mitigation plan
is to simulate the price that might be charged for electricity sold under
competitive market conditions. Sellers that do not wish to establish rates on
the basis of this price mitigation plan may propose cost-of-service rates
covering all of their generating units in the Western Systems Coordinating
Council for the duration of the mitigation plan. We are not able to predict at
this time what effect the FERC price mitigation plan may have on our results of
operations. It is possible, however, under certain market conditions, that the
FERC plan may adversely affect the availability of spot market power to NPC and
SPPC and may reduce the price at which NPC and SPPC can sell power generated by
them on the wholesale market or resell power purchased from other generators
which is not needed to meet current load requirements.

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT FOR EARNINGS PER SHARE)

The following table shows selected financial information for Sierra Pacific
on a consolidated basis and selected financial information for NPC and SPPC. You
should read the following table along with our Consolidated Financial Statements
and Notes contained in our Annual Report on Form 10-K for the year ended
December 31, 2000 and in our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001, which are incorporated by reference into this prospectus.

YEAR ENDED 3 MONTHS ENDED 1 MONTH ENDED 1 MONTH ENDED
SIERRA PACIFIC RESOURCES DEC. 31, 2000 MARCH 31, 2001 APRIL 30, 2001 MAY 31, 2001
- ------------------------ ------------- -------------- ------------------------------ ------------------------------

Operating Revenues............. $ 2,334,254 $ 737,926 $ 320,995 $ 393,135
Operating Expenses............. 2,206,865 768,413 302,250 368,512
------------ -------------- ------------------------------ ------------------------------
Operating Income (Loss)...... 127,389 (30,487) 18,745 24,623
Other Income................... 5,459 733 896 1,128
------------ -------------- ------------------------------ ------------------------------
Total Income (Loss) Before
Interest Charges............. 132,848 (29,754) 19,641 25,751
Interest Charges............... 159,849 48,502 16,059 16,320
Preferred Trust Securities
Dividend..................... 18,914 4,729 1,576 1,576
Preferred Stock Dividend....... 3,499 875 292 292
Income (Loss) from Continuing
Operations................. (49,414) (83,860) 1,714 7,563
Income (Loss) from Discontinued
Operations................... 9,634 381 319 (320)
------------ -------------- ------------------------------ ------------------------------
Net Income (Loss).............. $ (39,780) $ (83,479) $ 2,033 $ 7,243
============ ============== ============================== ==============================
Earnings (Loss) per Share(1)... $ (0.51) $ (1.06) $ 0.03 $ 0.09
============ ============== ============================== ==============================
Weighted Avg. Shares
Outstanding.................. 78,435 78,475 78,500 78,500

YEAR ENDED 3 MONTHS ENDED 1 MONTH ENDED 1 MONTH ENDED
NEVADA POWER COMPANY DEC. 31, 2000 MARCH 31, 2001 APRIL 30, 2001 MAY 31, 2001
- -------------------- ------------- -------------- ------------------------------ ------------------------------

Operating Revenues............. $ 1,325,470 $ 359,012 $ 195,415 $ 278,121
Operating Expenses............. 1,252,010 389,696 185,712 260,736
------------ -------------- ------------------------------ ------------------------------
Operating Income (Loss)........ 73,460 (30,684) 9,703 17,385
Other Income(2)................ 4,174 70 232 236
------------ -------------- ------------------------------ ------------------------------
Total Income (Loss) Before
Interest Charges............. 77,634 (30,614) 9,935 17,621
Interest Charges............... 70,390 20,935 6,667 7,852
Preferred Trust Securities
Dividend..................... 15,172 3,793 1,264 1,264
------------ -------------- ------------------------------ ------------------------------
Net Income (Loss).............. $ (7,928) $ (55,342) $ 2,004 $ 8,505
============ ============== ============================== ==============================
Earnings Contribution (Loss)
per Share.................... $ (0.10) $ (0.71) $ 0.03 $ 0.11

YEAR ENDED 3 MONTHS ENDED 1 MONTH ENDED 1 MONTH ENDED
SIERRA PACIFIC POWER COMPANY DEC. 31, 2000 MARCH 31, 2001 APRIL 30, 2001 MAY 31, 2001
- ---------------------------- ------------- -------------- ------------------------------ ------------------------------

Operating Revenues............. $ 994,585 $ 376,284 $ 124,221 $ 113,450
============ ============== ============================== ==============================
Operating Expenses............. 947,450 365,100 116,575 107,319
------------ -------------- ------------------------------ ------------------------------
Operating Income............... 47,135 11,184 7,646 6,131
Other Income (Expense)......... (2,072) (670) 399 440
------------ -------------- ------------------------------ ------------------------------
Total Income Before Interest
Charges...................... 45,063 10,514 8,045 6,571
Interest Charges............... 45,398 13,577 4,433 4,812
Preferred Trust Securities
Dividend..................... 3,742 936 312 312
Preferred Stock Dividend....... 3,499 875 292 292
------------ -------------- ------------------------------ ------------------------------
Income (Loss) from Continuing
Operations................... (7,576) (4,874) 3,008 1,155
Income (Loss) from Discontinued
Operations................... 9,634 381 319 (320)
------------ -------------- ------------------------------ ------------------------------
Net Income (Loss).............. $ 2,058 $ (4,493) $ 3,327 $ 835
============ ============== ============================== ==============================
Earnings Contribution (Loss)
per Share.................... $ 0.03 $ (0.06) $ 0.04 $ 0.01

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

NOTES:

(1) Includes several one-time charges taken in the quarter ended March 31, 2001.
See Sierra Pacific Resources' Quarterly Report on Form 10-Q for the Quarter
ended March 31, 2001 for more information.

(2) Does not include Equity in Earnings of Sierra Pacific Resources.

CAPITALIZATION
(IN THOUSANDS)

The following table shows the capitalization of Sierra Pacific and its
consolidated subsidiaries as of May 31, 2001 on an actual basis and on an
adjusted basis to give effect to the sale of 19,000,000 shares of common stock
offered in this prospectus at a public offering price of $ per share, and the
anticipated use of net proceeds, as described under "Use of Proceeds", from the
offering.

AS OF MAY 31, 2001
-------------------------------------------------
ACTUAL AS ADJUSTED
--------------------- ---------------------

Short-Term Debt and Current Maturities............... $ 670,642 13.3% $
Long-Term Debt....................................... 2,800,407 55.6%
Preferred Trust Securities........................... 237,372 4.7%
Preferred Stock...................................... 50,000 1.0%
Common Shareholders' Equity.......................... 1,280,966 25.4%
---------- ----- ---------- -----
Total Capitalization*................................ 5,039,387 100.0%
========== ===== ========== =====

* Does not include Other Comprehensive Income.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering, without
the exercise of the underwriters over-allotment option, of approximately $
($ if the underwriters' over-allotment option is exercised in full), after
deducting the underwriter discount and commissions and estimated offering
expenses payable by us. We intend to use these proceeds to contribute capital to
our utility subsidiaries to reduce short-term obligations and for general
corporate purposes, which may include the repayment of long-term debt.

At May 31, 2001, we had outstanding short-term borrowings (excluding current
maturities of long-term debt) of approximately $197.5 million with a weighted
average interest cost of 6.30% and current maturities of long-term debt of
approximately $473.1 million with a weighted average interest cost of 6.75%.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is listed on The New York Stock Exchange ("NYSE") under the
symbol "SRP." The following table shows the dividends declared and the high and
low reported closing sale prices of the common stock on the NYSE Composite Tape
for the stated calendar quarter.

DIVIDENDS
PAID PER SHARE HIGH LOW
-------------- -------- --------

2001 First Quarter...................... $.250 $16.500 $10.560
Second Quarter..................... .000 17.000 12.700

2000 First Quarter...................... .250 18.437 12.125
Second Quarter..................... .250 15.687 12.500
Third Quarter...................... .250 19.437 12.562
Fourth Quarter..................... .250 18.062 14.875

1999 First Quarter...................... .325 39.875 33.375
Second Quarter..................... .340 37.000 34.500
Third Quarter*..................... .250 39.125 21.125
Fourth Quarter..................... .250 23.312 16.875

* Our merger with NPC was consummated on July 28, 1999.

Dividends are considered periodically by our Board of Directors and are
subject to factors that ordinarily affect dividend policy, such as current and
prospective earnings, current and prospective business conditions, regulatory
factors, our financial condition and other matters within the discretion of the
Board. As a result of the unprecedented conditions in the wholesale energy
markets that negatively affected our earnings prior to the restoration of
deferred energy accounting in Nevada, our Board of Directors decided on
April 13, 2001 not to pay the common stock dividend that, if it had followed
historical practices, would have been paid in May 2001. Following the passage of
legislation in Nevada which reinstated deferred energy accounting for electric
utilities, our Board re-examined the factors described previously and on
July 20, 2001 declared a dividend of $.20 per share on our common stock, payable
September 15, 2001 to stockholders of record at the close of business on
August 24, 2001. The Board of Directors also established a quarterly Schedule of
when future dividends would normally be paid, if declared: December 15,
March 15, June 15 and September 15. The Board will continue to review these
factors on a periodic basis to determine if and when it would be prudent to
declare a dividend on our common stock. We cannot assure you that dividends will
be paid in the future, or that, if paid, the dividends will be paid at the same
amount or with the same frequency as in the past.

Our primary source of funds for the payment of dividends to our stockholders
is dividends paid to us by NPC and SPPC on their common stock, all of which is
owned by us. These two subsidiaries are public utilities and are subject to
regulation by state utility commissions which may impose limits on investment
returns or otherwise impact the amount of dividends which may be paid by those
companies. Moreover, the Articles of Incorporation of SPPC contain restrictions
on the payment of dividends on SPPC's common stock in the event of a default in
the payment of dividends on SPPC's preferred stock. Similarly, the bank credit
facilities of NPC and SPPC prohibit the payment of dividends on each company's
common stock if that company is in default under the terms of the relevant
credit facility. Finally, the terms of certain outstanding series of first
mortgage bonds of both NPC and SPPC contain certain quantitative limits on the
amount of dividends that may be paid on each company's common stock.

DESCRIPTION OF THE COMMON STOCK

Our authorized capital stock consists of 250,000,000 shares of common stock,
$1.00 par value per share. The following description of our common stock
summarizes provisions of, and is qualified in its entirety by reference to, our
Articles of Incorporation and the laws of the State of Nevada.

All shares of common stock participate equally with respect to dividends and
rank equally upon liquidation. Each share of common stock is entitled to one
vote per share at all meetings of stockholders. The common stock has no
preemptive rights and does not have cumulative voting rights.

The Board of Directors is classified, consisting of three classes of equal
(or nearly equal) membership serving staggered three-year terms. The vote of the
holders of two-thirds of the issued and outstanding shares of common stock is
required to remove a director or directors from office or to amend the
provisions of the Articles of Incorporation relating to election and removal of
directors, unless, in the case of such an amendment, two-thirds of the Board of
Directors approves the amendment, in which case the approval of the holders of a
majority of the outstanding common stock is required.

The vote of the holders of two-thirds of the issued and outstanding shares
of common stock, in addition to any class vote required by law, is required to
effect certain mergers, sales of assets or stock issuances involving Sierra
Pacific and any holder of more than 10 percent of the common stock, unless
certain "fair price" criteria and procedural requirements are satisfied or the
transaction is approved by a majority of the directors (excluding any director
affiliated with such 10 percent stockholder). The vote of the holders of
two-thirds of the issued and outstanding shares of common stock is required to
amend these "fair price" provisions.

Except as described above, we may amend our Articles of Incorporation upon
the affirmative vote of the holders of a majority of the issued and outstanding
shares of common stock.

In the event of any liquidation, dissolution or winding-up of Sierra
Pacific, the holders of common stock are entitled to receive pro rata the assets
and funds of Sierra Pacific remaining after satisfaction of all of its
creditors.

Our transfer agent and registrar is Wells Fargo Shareowner Services.

RIGHTS AGREEMENT

We are a party to a Rights Agreement which is designed to deter

- partial and two-tier tender offers;

- stock accumulation programs; and

- other coercive tactics which might be used to gain control of Sierra
Pacific without giving the Board of Directors the opportunity to negotiate
on behalf of our stockholders.

Under the Rights Agreement, one stock purchase right was distributed to the
holders of each share of common stock outstanding on October 31, 1999. One right
has been, and will continue to be, issued for each share of common stock issued
since that date.

Each right entitles its holder to purchase from Sierra Pacific one share of
common stock at a purchase price of $75.00 per share under specific
circumstances. That purchase price may be adjusted under the terms of the Rights
Agreement.

PRIOR TO A DISTRIBUTION DATE,

- the rights will be evidenced by the certificates for the associated common
stock;

- no separate rights certificates will be issued; and

- the rights will not be exercisable.

FOLLOWING A DISTRIBUTION DATE, the rights will

- trade separately from the common stock; and

- be evidenced by separate rights certificates.

If any person, other than Sierra Pacific and its affiliates, becomes the
beneficial owner of 15% or more of the outstanding shares of common stock, each
holder of a right will be entitled to receive common stock, or, in certain
circumstances, cash, property or other securities of Sierra Pacific, having a
value equal to two times the exercise price of the right. This common stock,
cash, property or other securities may be obtained by the holder of the right by
exercising the right at its then current exercise price. Rights may not be
exercised in connection with a tender or exchange offer for all outstanding
shares of common stock at a price and on terms which a majority of the Board of
Directors determines to be fair on the basis of criteria set forth in the Rights
Agreement.

The Rights Agreement provides that a DISTRIBUTION DATE will occur upon the
earlier of:

- 10 business days following the first date of a public announcement that a
person or group of affiliated or associated persons, other than Sierra
Pacific and its affiliates (an "Acquiring Person"), has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding common stock (such first date being called the "Stock
Acquisition Date"); or

- 10 business days, or a later date determined by a majority of Sierra
Pacific's Board of Directors, following the commencement of, or a public
announcement of an intention to make, a tender or exchange offer if, upon
the consummation the tender or exchange offer, the Acquiring Person would
be the beneficial owner of 15% or more of the outstanding common stock.

If at any time following the Stock Acquisition Date,

- Sierra Pacific is acquired in a merger or other business combination
transaction; or

- 50% or more of its assets or earning power are sold;

each holder of a right will be entitled to receive common stock of the acquiring
or surviving company having a value equal to two times the exercise price of the
right. This common stock may be obtained by the holder of the right by
exercising that right at its then current exercise price.

After any of the transactions referred to in the preceding two paragraphs
occur, any rights that are, or under circumstances specified in the Rights
Agreement were, beneficially owned by any Acquiring Person will immediately
become void.

The Rights Agreement provides that the purchase price payable, and the
number of shares of common stock or other securities or property issuable, upon
exercise of the rights will be adjusted to prevent dilution.

After an Acquiring Person acquires beneficial ownership of 15% or more of
the outstanding common stock and before that Acquiring Person acquires 50% or
more of the outstanding common stock, the Board of Directors of Sierra Pacific
may exchange the rights, partially or completely, at an exchange ratio of one
share of common stock per right. This exchange ratio may be adjusted in
particular situations. Rights owned by that Acquiring Person which have become
void may not be exchanged.

At any time prior to the earlier of (i) 10 days after an Acquiring Person
has acquired beneficial ownership of 15% or more of the outstanding common
stock, or (ii) October 31, 2009, Sierra Pacific may redeem the rights in whole
at a price of $.01 per right. A partial redemption of rights in that situation
is not permitted. Immediately after the Board of Directors orders redemption of
the rights,

the rights will terminate and the only entitlement of the holders of rights will
be to receive the redemption price.

Until a right is exercised, its holder will have no rights as a stockholder
of Sierra Pacific solely as a result of holding the right. The rights will
expire on October 31, 2009, unless they have been exercised in connection with a
transaction of the type described below or unless Sierra Pacific exchanged or
redeemed them earlier in the manner described below. The Board of Directors of
Sierra Pacific may decide to extend, amend or terminate the Rights Agreement
following October 31, 2009. Any action by the Board of Directors affecting the
Rights Agreement will be described in our reports filed with the Securities and
Exchange Commission.

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co.,
Lehman Brothers Inc. and A.G. Edwards & Sons, Inc. are acting as representatives
of the underwriters named below. Subject to the terms and conditions described
in a purchase agreement among us and the underwriters, we have agreed to sell to
the underwriters, and the underwriters severally and not jointly have agreed to
purchase from us, the number of shares listed opposite their names below.

NUMBER
UNDERWRITER OF SHARES

Merrill Lynch, Pierce, Fenner & Smith
Incorporated......................................
Goldman, Sachs & Co.........................................
Lehman Brothers Inc.........................................
A.G. Edwards & Sons, Inc....................................
----------
Total.............................................
==========

Subject to the terms and conditions in the purchase agreement, the
underwriters have agreed to purchase all the shares of our common stock being
sold pursuant to the purchase agreement if any of these shares of our common
stock are purchased. If an underwriter defaults, the purchase agreement provides
that the purchase commitments of the nondefaulting underwriters may be increased
or the purchase agreement may be terminated.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of those
liabilities.

The underwriters are offering the shares of our common stock, subject to
prior sale, when, as and if issued to and accepted by them, subject to approval
of legal matters by their counsel, including the validity of the shares, and
other conditions contained in the purchase agreement, such as the receipt by the
underwriters of officers' certificates and legal opinions. The underwriters
reserve the right to withdraw, cancel or modify offers to the public and to
reject orders in whole or in part.

COMMISSIONS AND DISCOUNTS

The representatives have advised us that the underwriters propose initially
to offer the shares of our common stock to the public at the public offering
price on the cover page of this prospectus and to dealers at the price less a
concession not in excess of $ per share. The underwriters may allow, and
the dealers may reallow, a discount not in excess of $ per share to other
dealers. After the offering, the public offering price, concession and discount
may be changed.

The following table shows the public offering price, underwriting discount
to be paid by us to the underwriters and the proceeds, before expenses, to us.
This information assumes either no exercise or full exercise by the underwriters
of their over-allotment options.

PER SHARE WITHOUT OPTION WITH OPTION
--------- -------------- -----------

Public offering price..................................... $ $ $
Underwriting discount..................................... $ $ $
Proceeds, before expenses, to Sierra Pacific.............. $ $ $

We estimate that the total expenses of this offering, not including the
underwriting discount, will be approximately $410,000, which are payable by us.

OVER-ALLOTMENT OPTION

We have granted an option to the underwriters to purchase up to an aggregate
of 2,850,000 additional shares of our common stock at the public offering price
less the underwriting discount. The underwriters may exercise this option for
30 days from the date of this prospectus solely to cover any over-allotments. If
the underwriters exercise this option, each underwriter will be obligated,
subject to conditions contained in the purchase agreement, to purchase a number
of additional shares of our common stock proportionate to that underwriter's
initial amount reflected in the above table.

LISTING ON THE NEW YORK STOCK EXCHANGE

The shares of our common stock are listed on the NYSE under the symbol
"SRP."

PRICE STABILIZATION, SHORT POSITIONS AND PENALTY BIDS

Until the distribution of the shares of our common stock is completed, rules
of the Securities and Exchange Commission may limit underwriters and selling
group members from bidding for and purchasing our common stock. However, the
representatives may engage in transactions that stabilize the price of the
common stock, such as bids or purchases to peg, fix or maintain that price.

If the underwriters create a short position in the common stock in
connection with the offering, i.e., if they sell more shares than are listed on
the cover of this prospectus, the representatives may reduce that short position
by purchasing shares in the open market. The representatives may also elect to
reduce any short position by exercising all or part of the over-allotment option
described above. Purchases of the common stock to stabilize its price or to
reduce a short position may cause the price of the common stock to be higher
than it might be in the absence of such purchases.

Neither we nor any of the underwriters make any representation or prediction
as to the direction or magnitude of any effect that the transactions described
above may have on the price of the common stock. In addition, neither we nor any
of the underwriters make any representation that the representatives will engage
in these transactions or that these transactions, once commenced, will not be
discontinued without notice.

OTHER RELATIONSHIPS

Some of the underwriters and their affiliates have engaged in, and may in
the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us. They have received customary fees and
commissions for these transactions.

LEGAL OPINIONS

Unless otherwise indicated, certain legal matters will be passed upon for
Sierra Pacific by Choate, Hall & Stewart (a partnership including professional
corporations), Boston, Massachusetts, counsel to Sierra Pacific. Matters of
Nevada law will be passed upon by Woodburn and Wedge, Reno, Nevada. Legal
matters in connection with the offered securities will be passed upon for the
underwriters by Thelen Reid & Priest LLP, New York, New York. Thelen Reid &
Priest LLP also represents Sierra Pacific and its utility subsidiaries in
connection with certain federal income tax matters.

EXPERTS

The consolidated financial statements and the related consolidated financial
statement schedule incorporated in this prospectus by reference from Sierra
Pacific's Annual Report on Form 10-K for the year ended December 31, 2000 have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, and has been so incorporated
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements and other information with the Securities
and Exchange Commission. Our Securities and Exchange Commission filings are
available over the Internet at the Securities and Exchange Commission's web site
at http://www.sec.gov. You may also read and copy any document we file by
visiting the Securities and Exchange Commission's public reference rooms in
Washington, D.C., New York, New York, and Chicago, Illinois. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information
about the public reference rooms. You may also inspect our Securities and
Exchange Commission reports and other information at the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.

We have filed a registration statement on Form S-3 with the Securities and
Exchange Commission covering the common stock. For further information on Sierra
Pacific and the common stock, you should refer to our registration statement and
its exhibits. This prospectus summarizes material provisions of contracts and
other documents that we refer you to. Because the prospectus may not contain all
the information that you may find important, you should review the full text of
these documents. We have included copies of these documents as exhibits to our
registration statement.

INCORPORATION OF INFORMATION WE FILE WITH
THE SECURITIES AND EXCHANGE COMMISSION

The Securities and Exchange Commission allows us to incorporate by reference
the information we file with them, which means:

- incorporated documents are considered part of the prospectus;

- we can disclose important information to you by referring you to those
documents; and

- information that we file with the Securities and Exchange Commission will
automatically update and supersede this incorporated information.

We incorporate by reference the documents listed below which were filed with
the Securities and Exchange Commission under the Securities Exchange Act of
1934:

- our annual report on Form 10-K for the year ended December 31, 2000;

- our quarterly report on Form 10-Q for the quarter ended March 31, 2001;
and

- our current report on Form 8-K dated May 18, 2001 containing pro forma
financial information showing the effect of the recent sale of SPPC's
water business.

We also incorporate by reference each of the following documents that we
will file with the Securities and Exchange Commission after the date of this
prospectus until this offering is completed or after the date of this initial
registration statement and before effectiveness of the registration statement:

- reports filed under Sections 13(a) and (c) of the Securities Exchange Act
of 1934;

- definitive proxy or information statements filed under Section 14 of the
Securities Exchange Act of 1934 in connection with any subsequent
stockholders' meeting; and

- any reports filed under Section 15(d) of the Securities Exchange Act of
1934.

You should rely only on information contained or incorporated by reference
in this prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted.

You should assume that the information appearing in this prospectus is
accurate as of the date of this prospectus only. Our business, financial
condition and results of operations may have changed since that date.

You may request a copy of any filings referred to above (excluding
exhibits), at no cost, by contacting us at the following address: Treasurer,
Sierra Pacific Resources, P.O. Box 30150 (6100 Neil Road), Reno Nevada
89520-3150, Telephone: (775) 834-5640.

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

19,000,000 SHARES

[LOGO]

COMMON STOCK

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

PROSPECTUS

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

MERRILL LYNCH & CO.

GOLDMAN, SACHS & CO.

LEHMAN BROTHERS

A.G. EDWARDS & SONS, INC.

August , 2001

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

PART II

ITEM 16. EXHIBITS

See Index to Exhibits immediately preceding the Exhibits included as part of
this Registration Statement.

ITEM 17. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes that:

(1) For the purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be
derived to be part of registration statement as of the time it was
declared effective.

(2) For the purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3/A and has duly caused this Pre-Effective
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reno, State of Nevada, on
the 23rd day of July, 2001.

SIERRA PACIFIC RESOURCES

By: /s/ WALTER M. HIGGINS III
-----------------------------------------
Walter M. Higgins III
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ WALTER M. HIGGINS III Chief Executive Officer, July 23, 2001
------------------------------------------- President and Director
Walter M. Higgins III

/s/ MARK A. RUELLE Senior Vice President and Acting July 23, 2001
------------------------------------------- Chief Financial Officer
Mark A. Ruelle

/s/ JOHN E. BROWN
------------------------------------------- Controller July 23, 2001
John E. Brown

*
------------------------------------------- Director July 23, 2001
Edward P. Bliss

*
------------------------------------------- Director July 23, 2001
Mary Lee Coleman

*
------------------------------------------- Director July 23, 2001
Krestine M. Corbin

*
------------------------------------------- Director July 23, 2001
Theodore J. Day

*
------------------------------------------- Director July 23, 2001
James R. Donnelley

*
------------------------------------------- Director July 23, 2001
Fred D. Gibson Jr.

II-2

*
------------------------------------------- Director July 23, 2001
Jerry E. Herbst

*
------------------------------------------- Director July 23, 2001
James L. Murphy

*
------------------------------------------- Director July 23, 2001
John F. O'Reilly

*
------------------------------------------- Director July 23, 2001
Dennis E. Wheeler

*By: /s/ WILLIAM E. PETERSON
-------------------------------------- July 23, 2001
Attorney-in-fact

II-3

EXHIBIT INDEX

DESCRIPTION
-----------

1.1* Form of Purchase Agreement
4.1+ Amended and Restated Rights Agreement dated as of February
28, 2001 between Sierra Pacific Resources and Wells Fargo
Bank Minnesota, N.A., as successor Rights Agent
5.1* Opinion of Choate, Hall & Stewart
5.2* Opinion of Woodburn and Wedge
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Choate, Hall & Stewart (to be included in Exhibit
5.1)
23.3 Consent of Woodburn and Wedge (to be included in Exhibit
5.2)
24.1+ Powers of Attorney

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

+ Previously filed

* To be filed by amendment or under subsequent Form 8-K.