BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the matter of the request of ) 
AVISTA CORPORATION  ) DOCKET NO. UE-990615
for an order establishing )
compliance with RCW 80.08.040 ) ORDER ESTABLISHING
 ) COMPLIANCE
.................................)

  On April 26, 1999, 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, sell, deliver, and/or 
guarantee Debt Securities, in one or more series, with an aggregate stated 
value of up to and including $400,000,000.

  Each issue of Securities may contain a provision allowing it to be redeemed 
or repaid prior to maturity.  An early redemption provision may allow the 
Securities to be redeemed or repaid at any time, or it may allow the Securities 
to be redeemed or repaid only after a certain restrictive period.  In either 
case, the Securities will be redeemable at par or at a premium over par.  
Securities may bear a fixed or floating rate of interest and may be issued at 
par or with an original issue discount or premium.  In all series’ issuances, 
the terms for the sale of each series will be determined at the time of 
issuance, and underwriters, agents, or other purchasers will be selected at 
that time.  The terms for the sale of each series and the names of the 
underwriters, agents, or other purchasers will be supplied at the time of 
issuance.

Debt Securities

  Debt Securities may be issued in the form of Unsecured Debt Securities 
(“Debentures”) or Unsecured Medium-Term Notes (“Notes”), and may contain 
certain features which enhance the Debt Securities.

  Debentures may be sold to underwriters or through agents who in turn will 
offer the Debentures to investors, or may be sold directly to investors either 
with or without the assistance of a private placement agent.  Debentures may be 
registered with the SEC and may be listed on a securities exchange.  Early 
redemption or callable provisions will be determined and supplied at the time 
of issuance.
  Notes may require registration under the federal securities laws.  Notes may 
be issued as part of a program on a continuous or periodic basis.  The 
Applicant may sell Notes through placement agents who market Notes on a 
reasonable efforts basis. The Applicant may also sell Notes to underwriters who 
in turn offer Notes to investors or it may sell Notes directly to investors. 
Notes may be listed on a securities exchange.

  If Notes are sold through a placement agent, at least two agents will be used 
to ensure competitive pricing.  Based on market conditions or consultation with 
the placement agents, the Applicant will determine the interest rates or 
interest rate formulas at which it would be willing to issue Notes of various 
maturities. The placement agents will be notified of those interest rates or 
the method of calculation thereof.  The rates can be continuously updated to 
reflect changing market conditions and the Applicant’s demand for funds.

  It may be appropriate from time to time for the Applicant to issue and sell 
other types of Debt Securities.  These could be in the form of, but not limited 
to, convertible debt or a variation or combination of the types of Debt 
Securities previously described herein.  Market conditions change rapidly and 
continuously, and the Applicant requests the flexibility to issue a form of 
Debt Securities that has not been specifically described herein, albeit within 
the dollar limits herein requested.  In advance of the date of issuance, the 
Applicant will notify the Commission, by letter, of the nature of any such 
other types of Debt Securities.

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 purpose 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 is not contrary to the public 
interest.

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 as required by WAC 480-146-230 and RCW 
Chapter 80.

   b.  Verified copies of any agreement entered into in connection with any 
transaction pursuant to this order.

   c.  A verified statement setting forth in reasonable detail the disposition 
of the proceeds of each offering made 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  th day of May, 1999.

WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION



         CAROLE J. WASHBURN
         Secretary