BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
In the Matter of the Request of 
AVISTA CORPORATION 
For an Order Establishing Compliance with RCW 80.08.040	)
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	)	DOCKET NO. UE-000231
		ORDER

                  On January 22, 2000, Avista Corporation (" Applicant" ) filed 
its application before the Washington Utilities and Transportation Commission 
in this matter for an order establishing compliance with RCW 80.08.040.

              Background 
      
                  In its filing, the Applicant proposes to issue up to and 
including 600,000 shares of authorized but unissued Serial Preferred Stock, 
without par value ("Preferred Stock"), and shares of authorized but unissued 
Common Stock without par value ("Common Stock"), not to exceed those amounts 
which may be necessary to permit the exercise and exchange of rights issued to 
the Applicant's common shareholders pursuant to a Shareholder Rights Agreement 
(the "Rights Agreement" or "Plan") adopted by the Board of Directors (the 
"Board") of the Applicant on November 12, 1999.
                  On November 12, 1999, the Applicant adopted a new shareholder 
rights plan (the "Plan") to replace the Company's existing rights plan which 
expired on February 16, 2000. Under the Plan, the Company will grant one 
preferred share purchase right ("Right") on each outstanding share of Common 
Stock to holders of Common Stock outstanding on February 15, 2000 or issued 
thereafter.
                  Each Right will entitle the registered holder, subject to 
regulatory approvals and other specified conditions, to purchase one 
one-hundredth of a share of the Company's Preferred Stock, without par value, 
(the "Preferred Stock" ), at a purchase price of $70.00 (the "Purchase Price"). 
The Rights will be exercisable only if a person or group:
        ~          acquires beneficial ownership of 10% or more of the 
outstanding shares of Common Stock, or;
        ~          commences a tender or exchange offer, the consummation of 
which would result in the beneficial ownership by a person or group of 10% or 
more of the outstanding shares of Common Stock.
      
                  Until that time, the Rights will be evidenced by and will 
trade with the shares of Common Stock. The Rights will expire on March 31, 
2009, unless the Company first redeems or exchanges them.
                  The purchase of stock pursuant to the Rights may be subject 
to regulatory approvals and other specified conditions. Under no circumstances 
will a person or group that acquires 10% of the Common Stock be entitled to 
exercise Rights. 
                  The Company will issue one Right with each share of Common 
Stock that is issued after February 15, 2000, so that each outstanding share of 
Common Stock will have an appurtenant Right. The Company has initially 
authorized and reserved 600,000 shares of Preferred Stock for issuance upon 
exercise of the Rights. The authorized capital stock of the Company presently 
consists of 210,000,000 shares, consisting of 200,000,000 shares of Common 
Stock without par value and 10,000,000 shares of Preferred Stock without par 
value. As of February 1, 2000, 35,766,865 shares of Common Stock were 
outstanding and 1,858,210 shares of Preferred Stock were outstanding.
                  Applicant agrees that any and all costs associated with the 
preparation and adoption of the Plan and those costs associated with the 
issuance of the Preferred Stock and Common Stock in the event the Rights become 
exercisable should be shareholders costs and considered below the line for 
ratemaking purposes. In the event the Rights become exercisable and additional 
securities are issued, any resulting change in Applicant's capital structure 
should not be considered for ratemaking purposes. 
FINDINGS
                 THE COMMISSION FINDS: 
                 1.          Avista Corporation, a Washington corporation, is a 
public service
company subject to the jurisdiction of this Commission under the provisions of 
Chapter 80.08 RCW.
                 2.          As to form, the application herein meets the 
requirements of Chapter 80.08 
RCW and the rules and regulations of the Commission adopted pursuant thereto. 
                 3.         The Company's application in this Docket contains 
(a) a description of the
purposes for which the proposed securities will be issued along with 
certification by an authorized officer that the proceeds from this financing 
will be used for the purposes allowed by Chapter 80.08 RCW; (b) a description 
of the proposed issuance, including the terms of financing; and (c) a statement 
as to why the proposed transactions are in the public interest.
                 4.          An order consistent with the above findings should 
be entered.

ORDER
                 THE COMMISSION ORDERS: 
                 1.          Avista Corporation has complied with the 
requirements of RCW 80.08.040. 
                 2.          Avista Corporation file, as soon as available:
                          a.          The Report of Securities Issued required 
by WAC 480-146-230.
                          b.          Verified copies of any agreement entered 
into in connection with any transaction pursuant to this order.
                 3.          This Order shall in no way affect the authority of 
this Commission over 
rates, service, accounts, valuations, estimates or determination of costs, or 
any matters whatsoever that may come before it, nor shall anything herein be 
construed as an acquiescence in any estimate or determination of costs, or any 
valuation of property claimed or asserted.
                  DATED at Olympia, Washington, and effective 
this                  day of April, 2000.
                  WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
                                                                                
         Carole Washburn
                                                                                
         Secretary