BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION

In the Matter of the Request of               )
      ) DOCKET UE-971577
PUGET SOUND ENERGY, INC.   )
      )
For an Order Establishing Compliance ) ORDER
with RCW 80.08.040   )
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . )


  On October 29, 1997, Puget Sound Energy (“PSE” or “the Company”) submitted an 
Application seeking an order establishing compliance with RCW 80.08.040 with 
respect to the issuance and sale, from time to time, by the Company of up to 
$500,000,000 principal amount of its senior notes in private placements or 
public offerings or any combination thereof at prices and on terms to be 
negotiated.  The senior notes would be initially collateralized with mortgage 
bonds (“pledged bonds”) issued under the existing Puget Sound Power & Light 
Company and/or Washington Natural Gas Company mortgages.  With the “pledged 
bonds” as collateral, the Company would be able to issue the notes without 
exceeding the limitation on its unsecured indebtedness.  At the time when all 
mortgage bonds (other than the pledged bonds) have matured or are otherwise no 
longer outstanding, the pledged bonds will cease to secure the senior notes, 
and the senior notes will be either (a) secured by a pledge of mortgage bonds 
issued under a new first mortgage or (b) become unsecured but senior to or pari 
passu with all other long-term indebtedness.  The Applicant states that the 
proceeds from the sale of the senior notes will be used for the repayment of 
all or a portion of the Company’s outstanding short-term borrowings incurred 
for the Company’s construction program or for the payment at maturity or upon 
redemption of certain securities and for other corporate purposes.

  According to the Application, the issuance will be made for one or more of 
the purposes allowed by Chapter 80.08 RCW.  The Application states that the 
public interest is served by the transaction inasmuch as it allows the Company 
to reduce the level of short-term debt, thereby maintaining a cost-effective 
overall capital structure.

FINDINGS

  THE COMMISSION FINDS:

  1.  Puget Sound Energy, Inc., is engaged in the business of furnishing 
electric and gas service within the state of Washington as a public service 
company, and is subject to the jurisdiction of this Commission.

  2.  On October 29, 1997, Puget Sound Energy, Inc., submitted an Application 
seeking an order establishing Compliance with RCW 80.08.040 with respect to the 
issuance of and sale from time to time of up to $500,000,000 of its senior 
notes.


  3.  The issuance will be made for one or more of the purposes allowed by 
Chapter 80.08 RCW.

ORDER

  WHEREFORE, THE COMMISSION HEREBY ORDERS:

  1.  The proposed issuance by Puget Sound Energy, Inc., complies with the 
requirements of RCW 80.08.040.

  2.  The Commission retains jurisdiction to effectuate the provisions of this 
Order.

  DATED at Olympia, Washington, and effective this      th day of November, 
1997.



        STEVE McLELLAN
        Secretary