____________________________________________________________________________

                                                               Exhibit 4-c
                          (Real Estate Mortgage)


                          PUGET SOUND ENERGY, INC.


                                     TO


                           STATE STREET BANK AND
                              TRUST COMPANY,
                                  Trustee


                              _______________


                    Seventy-Sixth Supplemental Indenture

                        Dated as of December 1, 1997
                              _______________


                      Relating to First Mortgage Bonds,

        Pledged Series A due Nine Months or More From Date of Issue
                              _______________


                   Supplemental to Indenture dated as of

                June 2, 1924, as supplemented and modified


                              _______________

____________________________________________________________________________
                          (NOT PART OF INDENTURE)


THIS SEVENTY-SIXTH SUPPLEMENTAL INDENTURE, made as of the 1st day of
December, 1997, by and between Puget Sound Energy, Inc., formerly Puget
Sound Power & Light Company, a corporation duly organized and existing under
and by virtue of the laws of the State of Washington (hereinafter sometimes
called the "Company"), party of the first part, and State Street Bank and
Trust Company, a Massachusetts bank and trust company with its principal
corporate trust office at Two International Place, in the city of Boston and
Commonwealth of Massachusetts 02110 (successor to Old Colony Trust Company)
(hereinafter sometimes called the "Trustee"), as Trustee under the First
Mortgage (originally, and before modification thereof by certain
supplemental indentures, called "First and Refunding Mortgage") from Puget
Sound Power & Light Company, a Massachusetts corporation (hereinafter
sometimes called the "Predecessor Company"), dated as of June 2, 1924 (said
Mortgage being hereinafter sometimes called the "Original Mortgage"), as
supplemented and modified by all indentures supplemental thereto heretofore
executed and delivered, party of the second part;

WITNESSETH:  that

WHEREAS, the Predecessor Company did by the Original Mortgage, filed for
record in the offices of the Auditors of the Counties of Chelan, Clallam,
Cowlitz, Douglas, Grant, Grays Harbor, Island, Jefferson, King, Kitsap,
Kittitas, Lewis, Mason, Pacific, Pierce, Skagit, Snohomish, Thurston and
Whatcom, all in the State of Washington, and left on file as a chattel
mortgage in each of said counties, convey and pledge certain property
therein described to Old Colony Trust Company, as Trustee, to be held upon
the trusts expressed in the Original Mortgage to equally secure an unlimited
authorized amount of mortgage bonds (therein and herein called the "Bonds")
issued or to be issued in one or more series, all as more fully provided in
the Original Mortgage; and

WHEREAS, the Predecessor Company, prior to September 1, 1954, had executed
and delivered to the Trustee thirty-nine supplemental indentures,
supplementing and in certain respects modifying the Original Mortgage and
providing for the execution, certification and delivery of Bonds of various
series from time to time pursuant thereto (which Original Mortgage, as so
supplemented and modified, is therein and herein sometimes called the "First
Mortgage"); and

WHEREAS, the Predecessor Company executed and delivered to the Trustee a
Fortieth Supplemental Indenture, dated as of September 1, 1954, which
Supplemental Indenture is divided into two parts, designated as Part I and
Part II, and Part I thereof provided for the establishment and the

Page 1

execution, certification and delivery initially of Twenty-Five Million
Dollars ($25,000,000) principal amount of a series of Bonds,
designated as First Mortgage Bonds, 3-1/2% Series due 1984, and contained
certain covenants, restrictions, conditions and provisions affecting, and
provided for certain modifications of, the First Mortgage (the First
Mortgage, as so supplemented and modified by said Part I, being sometimes in
said Fortieth Supplemental Indenture and herein called the "Revised First
Mortgage") and Part II thereof provided for modifications of the Revised
First Mortgage as therein set forth, which modifications became effective on
October 20, 1955 (the Revised First Mortgage as so modified by Part II of the
Fortieth Supplemental Indenture as heretofore, hereby, and hereafter
supplemented and modified being sometimes in said Part II and herein called
the "Indenture" and references herein to Sections, Articles or other
provisions of the Indenture being to the revised or modified provisions
thereof as set forth in Part II of the Fortieth Supplemental Indenture); and

WHEREAS, the Predecessor Company has heretofore executed and delivered to the
Trustee a Forty-First Supplemental Indenture dated as of December 1, 1954, a
Forty-Second Supplemental Indenture dated as of July 1, 1957, a Forty-Third
Supplemental Indenture dated as of May 1, 1958, a Forty-Fourth Supplemental
Indenture dated as of November l, 1959, and a Forty-Fifth Supplemental
Indenture dated as of April 1, 1960, all of which mortgaged, pledged,
assigned, conveyed and transferred to the Trustee and subjected to the lien
of the Indenture additional property acquired or constructed, and
betterments, improvements and additions made to the mortgaged property, since
the execution and delivery of the Fortieth Supplemental Indenture; and

WHEREAS, the Company has executed and delivered to the Trustee a Forty-Sixth
Supplemental Indenture dated as of November 10, 1960, whereby the Company has
succeeded to the Predecessor Company with the same effect as if the Company
had been named in the Indenture as the mortgagor company and in the Bonds and
coupons as the obligor thereon or maker thereof, and the Predecessor Company
merged into the Company on November 16, 1960, whereupon the Company acquired
all the property, real, personal or mixed, including all rights, privileges,
easements, licenses and franchises, described in the Indenture and thereby
conveyed and mortgaged or intended so to be, including also all such property
acquired by the Predecessor Company since the execution and delivery of the
Original Mortgage, which by the terms of the Indenture is subjected or
intended to be subjected to the lien thereof; and

WHEREAS, the Company has executed and delivered to the Trustee the
supplemental indentures set forth herein:


Page 2

Supplemental Indenture                                  Dated as of
______________________                              ___________________
Forty-Seventh Supplemental Indenture                February 1, 1961
Forty-Eighth Supplemental Indenture                 November 1, 1963
Forty-Ninth Supplemental Indenture                  May 1, 1964
Fiftieth Supplemental Indenture                     January 1, 1966
Fifty-First Supplemental Indenture                  June 1, 1967
Fifty-Second Supplemental Indenture                 February 1, 1969
Fifty-Third Supplemental Indenture                  July 1, 1970
Fifty-Fourth Supplemental Indenture                 October 1, 1972
Fifty-Fifth Supplemental Indenture                  March 1, 1974
Fifty-Sixth Supplemental Indenture                  November 1, 1974
Fifty-Seventh Supplemental Indenture                August 1, 1975
Fifty-Eighth Supplemental Indenture                 October 1, 1976
Fifty-Ninth Supplemental Indenture                  July 1, 1978
Sixtieth Supplemental Indenture                     December 1, 1979
Sixty-First Supplemental Indenture                  December 1, 1981
Sixty-Second Supplemental Indenture                 July 1, 1984
Sixty-Third Supplemental Indenture                  January 1, 1986
Sixty-Fourth Supplemental Indenture                 April 1, 1986
Sixty-Fifth Supplemental Indenture                  April 1, 1986
Sixty-Sixth Supplemental Indenture                  August 1, 1986
Sixty-Seventh Supplemental Indenture                November 1, 1986
Sixty-Eighth Supplemental Indenture                 September 1, 1987
Sixty-Ninth Supplemental Indenture                  February 1, 1990
Seventieth Supplemental Indenture                   October 1, 1990
Seventy-First Supplemental Indenture                May 1, 1991
Seventy-Second Supplemental Indenture               August 1, 1991
Seventy-Third Supplemental Indenture                March 1, 1992
Seventy-Fourth Supplemental Indenture               October 1, 1992
Seventy-Fifth Supplemental Indenture                April 1, 1993

all of which mortgaged, pledged, assigned, conveyed and transferred to the
Trustee and subjected to the lien of the Indenture additional property
acquired or constructed, and betterments, improvements and additions made to
the mortgaged property since the execution and delivery of the Fortieth
Supplemental Indenture; and

WHEREAS, all Bonds of any series heretofore executed, authenticated and
delivered pursuant to the Original Mortgage, as from time to time
supplemented and modified, have been retired and canceled or payment duly
and irrevocably provided for, except for the series set forth herein:

Page 3

Principal Amount of Bonds                               Series
_________________________                               ______

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series A due June 21, 2001

Twenty-Five Million Dollars                     Secured Medium-Term Notes,
($25,000,000)                                   Series A due July 27, 1998

Twenty-Seven Million                            7.05% Series due August 1,
Five Hundred Thousand Dollars                   2021
($27,500,000)

Twenty-Three Million                            7.25% Series due August 1,
Four-Hundred Thousand Dollars                   2021
($23,400,000)

Twenty-Five Million Dollars                     Secured Medium-Term Notes,
($25,000,000)                                   Series A due November 30,
                                                2006

One Hundred Million Dollars                     Secured Medium-Term Notes,
($100,000,000)                                  Series A due February 1,
                                                2007

Eighty-Seven Million                            6.80% Series due March 1,
Five Hundred Thousand Dollars                   2022
($87,500,000)

Five Million Dollars                            Secured Medium-Term Notes,
($5,000,000)                                    Series A due April 9,
                                                 2012

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series A due May 7,
                                                2007

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series A due May 29,
                                                2002

Forty-Six Million Dollars                       Secured Medium-Term Notes,
($46,000,000)                                   Series A due June 19,
                                                2006

Page 4


Principal Amount of Bonds                              Series
_________________________                              ______

Twenty-Seven Million Dollars                    Secured Medium-Term Notes,
($27,000,000)                                   Series A due August 28,
                                                2002

Five Million Dollars                            Secured Medium-Term Notes,
($5,000,000)                                    Series A due September 11,
                                                2002

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series A due September 15,
                                                1999

Sixteen Million                                 Secured Medium-Term Notes,
Five Hundred Thousand Dollars                   Series A due September 14,
($16,500,000)                                   1999

Twenty Million                                  Secured Medium-Term Notes,
Five Hundred Thousand Dollars                   Series A due September 16,
($20,500,000)                                   1999

Fifty Million Dollars                           Secured Medium-Term Notes,
($50,000,000)                                   Series B due December 10,
                                                1999

Twenty-Five Million Dollars                     Secured Medium-Term Notes,
($25,000,000)                                   Series B due December 10,
                                                2002

Fifty Million Dollars                           Secured Medium-Term Notes,
($50,000,000)                                   Series B due December 10,
                                                2004

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series B due December 21,
                                                2012

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series B due February 9,
                                                1998


Page 5

Principal Amount of Bonds                               Series
_________________________                               ______

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series B due February 9,
                                                2000

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series B due February 10,
                                                2003

Five Million Dollars                            Secured Medium-Term Notes,
($5,000,000)                                    Series B due March 5,
                                                1998

Three Million Dollars                           Secured Medium-Term Notes,
($3,000,000)                                    Series B due December 1,
                                                2003

Eleven Million Dollars                          Secured Medium-Term Notes,
($11,000,000)                                   Series B due December 2,
                                                2003

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series B due May 27,
                                                2004

Twenty-Three Million Four                       5.875% Series due March 1,
Hundred Sixty Thousand Dollars                  2020
($23,460,000)

Fifty-Five Million Dollars                      Secured Medium-Term Notes,
($55,000,000)                                   Series B due February 1,
                                                2024

which Bonds are now outstanding and constitute the only Bonds of the Company
outstanding under the Indenture; and

WHEREAS, effective as of the opening of business on January 4, 1971, The
First National Bank of Boston succeeded Old Colony Trust Company as Trustee
under the Indenture by reason of the merger of Old Colony Trust Company into
The First National Bank of Boston; and

Page 6

WHEREAS, effective as of October 2, 1995, State Street Bank and Trust
Company succeeded The First National Bank of Boston as Trustee under the
Indenture; and

WHEREAS, the Company has entered into an Indenture (the "Debenture
Indenture") dated as of December 1, 1997 with State Street Bank and Trust
Company as trustee (in such capacity, the "Debenture Indenture Trustee")
pursuant to which the Company proposes to issue from time to time its Senior
Notes (the "Senior Notes") and the Company has agreed to make certain
payments to the Debenture Indenture Trustee in respect of the principal of,
premium, if any, and interest on such Senior Notes; and

WHEREAS, in order to secure the payment and performance of its obligations
under such Debenture Indenture, the Company has agreed to create new Bonds
from time to time with substantially the same terms as the Senior Notes; to
issue and deliver such Bonds to the Debenture Indenture Trustee in trust for
the benefit of the owners from time to time of the Senior Notes; and

WHEREAS, the Board of Directors of the Company has established a new series
of Bonds to be designated as "First Mortgage Bonds, Pledged Series A," due
Nine Months or More From Date of Issue (hereinafter sometimes called "Bonds
of the New Series"), and has authorized an issue of Five Hundred Million
Dollars ($500,000,000) principal amount thereof, and the Company has
complied or will comply with all provisions required to issue additional
Bonds provided for in the Indenture; and

WHEREAS, the Company desires to execute and deliver this Seventy-Sixth
Supplemental Indenture, in accordance with the provisions of the Indenture,
for the purpose of providing for the creation of the Bonds of the New
Series, designating such series to be created and specifying the form and
provisions of the Bonds of the New Series; and

WHEREAS, all things necessary have been done to authorize the execution,
delivery and recording of these presents validly to secure the payment of
the principal of and interest on the issue of Five Hundred Million Dollars
($500,000,000) principal amount of Bonds of the New Series, and to make such
Bonds, when executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid and binding legal obligations of the
Company, and to constitute the Indenture a valid and binding mortgage for
the security of all the Bonds in accordance with its and their terms;

NOW, THEREFORE, this Seventy-Sixth Supplemental Indenture


Page 7


WITNESSETH, that, pursuant to and in execution of the powers, authorities
and obligations conferred, imposed and reserved in the Indenture, and
pursuant to and in execution of every other power, authority and obligation
thereto appertaining and/or enabling, in order to secure the payment of the
principal of, and the premium, if any, and interest on, the Bonds of the New
Series issued and to be issued under this Seventy-Sixth Supplemental
Indenture, and secured thereby and hereby at any time outstanding according
to their tenor and effect, and the performance of all the covenants and
conditions therein and herein and in said Bonds of the New Series contained,
and for the purpose of confirming the lien of the Indenture, said Puget
Sound Energy, Inc., organized and existing under the laws of the State of
Washington, in consideration of the premises and of One Dollar ($1.00) and

other good and valuable consideration to it duly paid by the Trustee, at or
before the execution and delivery of these presents, the receipt whereof is
hereby acknowledged, has granted, bargained, sold, conveyed, transferred,
assigned, remised, released, mortgaged, set over and confirmed and by these
presents does grant, bargain, sell, convey, transfer, assign, remise,
release, mortgage, set over and confirm unto State Street Bank and Trust
Company, as Trustee, and to its successor or successors in the trust created
by the Indenture, and to said Trustee and its assigns, for the uses and
purposes created by the Indenture, all property, real, personal or mixed,
including all rights, privileges, easements, licenses and franchises,
described in the Indenture (including all property described in the
documents attached to the Company's financing statement filed on June 3,
1997, pursuant to the Uniform Commercial Code of the State of Washington,
file number 97-154-0077) and thereby conveyed and mortgaged or intended so
to be, including also all such property acquired by the Company since the
execution and delivery of the Original Mortgage, which by the terms of the
Indenture is subjected or intended to be subjected to the lien thereof, and
including also all such property as the Company may hereafter acquire which
by the terms of the Indenture is subjected or intended to be subjected to
the lien thereof, excepting from the foregoing, however, all property
included within the foregoing general description, whether now owned or
hereafter acquired, which by the provisions of the Indenture is excepted or
to be excepted from the conveyance and lien of the Indenture, or which has
heretofore been released from the lien of the Indenture or otherwise
disposed of by the Company free from the lien of the Indenture in accordance
with the provisions thereof;

TO HAVE AND TO HOLD all and singular the said property, and also all other
property and interest of any kind and of every nature that, by virtue of any
provision hereof or of the Indenture or otherwise, has or shall hereafter

Page 8


become subject to the Indenture, to the Trustee, its successor or successors
and assigns;

BUT IN TRUST NEVERTHELESS, for the equal and proportionate benefit and
security (except as otherwise expressly provided) of all present and future
holders of the Bonds of the New Series issued and to be issued under and
secured by this Seventy-Sixth Supplemental Indenture, and to secure the
payment of such Bonds of the New Series and the interest thereon, prior to
the Substitution Date (as defined herein), in accordance with the provisions
of said Bonds of the New Series and of this Seventy-Sixth Supplemental
Indenture, without priority or distinction as to lien or otherwise of any
Bonds of the New Series over any other Bonds of the New Series so that,
except as otherwise expressly provided, the principal of, and the premium,
if any, and interest on, every such Bond shall be equally and
proportionately secured by this Seventy-Sixth Supplemental Indenture, and to
secure the performance of and compliance with the covenants and conditions
of this Seventy-Sixth Supplemental Indenture, pursuant to and under and
subject to the provisions and conditions and for the uses hereinafter and in
this Seventy-Sixth Supplemental Indenture set forth; provided, however, that
on the Substitution Date, the Bonds of the New Series will cease to secure
the Senior Notes, and, at the option of the Company, the Senior Notes either
(i) will become unsecured general obligations of the Company or (ii) will be
secured by first mortgage bonds issued under another mortgage indenture; it
being hereby agreed as follows, to wit:

                               ARTICLE ONE

                    BONDS OF THE NEW SERIES AND CERTAIN
                        PROVISIONS RELATING THERETO

SECTION 1.01

A.  Terms of Bonds of the New Series

There shall be hereby established a series of bonds, known as and entitled
"First Mortgage Bonds, Pledged Series A" (herein referred to as the "Bonds
of the New Series").  The aggregate principal amount of the Bonds of the New
Series shall be limited to Five Hundred Million Dollars ($500,000,000) to be
initially authenticated and delivered from time to time upon delivery to the
Trustee of the documents required by the Indenture, including a resolution
of the Board of Directors, or the Securities Pricing Committee of such Board
of Directors, of the Company specifying the following with respect to each
issue of the Bonds of the New Series:  (i) any limitations (in addition to

Page 9


the limitation with respect to the aggregate principal amount of all Bonds
of the New Series) on the aggregate principal amount of such issue of Bonds
of the New Series, (ii) the Original Issue Date (as defined below) or Dates
for such issue of Bonds of the New Series, (iii) the stated maturity of such
issue of Bonds of the New Series (provided that no Bond of the New Series
shall mature on a date less than nine months from its Original Issue Date),
(iv) the interest rate or rates, or method of calculation of such rate or
rates, for such issue of Bonds of the New Series, (v) the terms, if any,
regarding the optional or mandatory redemption of such issue of Bonds of the
New Series, including the redemption date or dates, if any, and the price or
prices applicable to such redemption (including any premium), (vi) whether
or not such issue of Bonds of the New Series shall be entitled to the
benefit of any sinking fund, and the terms, if any, of such sinking fund,
(vii) the designation of such issue of Bonds of the New Series, (viii) if
the form of such Bonds of the New Series is not as described herein, the
form of such Bonds of the New Series, (ix) the maximum annual interest rate,
if any, of the Bonds of the New Series permitted for such issue, (x) any
other information necessary to complete the Bonds of the New Series of such
issue and (xi) any other terms of such issue not inconsistent with the
Indenture or this Seventy-Sixth Supplemental Indenture.

The definitive Bonds of the New Series shall be issuable in registered form
without coupons in denominations of $1,000 and integral multiples thereof or
such other amount or amounts as may be authorized by a resolution of the
Board of Directors or the Securities Pricing Committee of the Board of
Directors.

Both principal of and interest on the Bonds of the New Series (and premium,
if any) are to be paid in any coin or currency of the United States of
America which at the time of payment is legal tender for the payment of
public and private debts at the principal corporate trust office, in the
City of Boston, Massachusetts, of the Trustee.

The definitive Bonds of the New Series may, at the option of the Company, be
fully engraved or printed or lithographed on steel engraved borders.

Notwithstanding any provision in the Indenture to the contrary, each Bond of
the New Series shall be dated and issued as of the date of its
authentication by the Trustee (the "Original Issue Date").  Each Bond of the
New Series shall bear interest from the later of its Original Issue Date or
the most recent date to which interest has been paid or duly provided for
with respect to such Bond of the New Series until the principal of such Bond
of the New Series is paid or made available for payment, and interest on

Page 10


each Bond of the New Series shall be payable on each interest payment date
after the Original Issue Date.

Notwithstanding any provision in the Indenture to the contrary, the person
in whose name any Bond of the New Series is registered at the close of
business on any record date (as determined by the Board of Directors or the
Securities Pricing Committee of the Board of Directors) with respect to any
interest payment date for such Bond at the New Series shall be entitled to
receive the interest payable on such interest payment date notwithstanding
the cancellation of such Bond of the New Series upon any registration of
transfer, exchange or substitution thereof subsequent to such record date
and prior to such interest payment date, except that, if and to the extent
that the Company shall default in the payment of the interest due on such
interest payment date, then the registered holders of Bonds of the New
Series on such record date shall have no further right to or claim in
respect of such defaulted interest as such registered holders on such record
date, and the persons entitled to receive payment of any defaulted interest
thereafter payable or paid on any Bonds of the New Series shall be the
registered holders of such Bonds of the New Series on the record date for
payment of such defaulted interest.  Unless otherwise determined by the
Board of Directors or the Securities Pricing Committee of the Board of
Directors, the term "record date" as used in this Section 1.01, and in the
form of the Bonds of the New Series, with respect to any interest payment
date applicable to any Bond of the New Series, shall mean the last day of
the calendar month next preceding such interest payment date unless such
interest payment date is the date of maturity of such Bond of the New
Series, in which event the record date shall be the date of maturity of such
Bond of the New Series.

In case of failure by the Company to pay any interest when due, the claim
for such interest shall be deemed to have been transferred by transfer of
any Bond of the New Series registered on the books of the Company, and the
Company, by not less than 10 days' written notice to the bondholders, may
fix a subsequent record date, not more than 15 days or less than 10 days
prior to the date fixed for the payment of such interest, for determination
of the holders entitled to payment of such interest.  Such provision for
establishment of a subsequent record date, however, shall in no way affect
the rights of the bondholders or of the Trustee consequent on any default.

The Trustee hereunder shall, by virtue of its office as such Trustee, be the
registrar and transfer agent of the Company for the purpose of registering
and transferring Bonds of the New Series; however, the Company may also act
as the registrar and transfer agent in lieu of the Trustee.  Notwithstanding

Page 11


any provision in the Indenture to the contrary, neither the Company nor the
Trustee shall be required to make transfers or exchanges of Bonds of the New
Series for a period of 15 days next preceding any designation of Bonds of
the New Series to be redeemed, and neither the Company nor the Trustee shall
be required to make transfers or exchanges of any Bonds designated in whole
for redemption or that part of any Bond designated in part for redemption.

Notwithstanding any other provision of the Indenture to the contrary, the
Company shall receive a credit against its obligations to make any payment
in respect of the principal of, or premium, if any, or interest on, any Bond
of the New Series (whether at maturity, upon redemption or otherwise), and
such obligations shall be fully or partially, as the case may be, satisfied
and discharged to the extent that, at the time that any such payment shall
be due, the then due principal of, or premium, if any, or interest on, the
Senior Notes initially issued contemporaneously with such Bond of the New
Series shall have been fully or partially paid or there shall have been
deposited with the Debenture Indenture Trustee pursuant to the Debenture
Indenture sufficient available funds to fully or partially pay the then due
principal of, or premium, if any, or interest on, such Senior Notes.  The
obligations of the Company hereunder to make such payment of principal of,
premium, if any, or interest on, such Bond of the New Series shall be deemed
to have been reduced by the amount of such credit.

The Debenture Indenture requires that if any Senior Note in respect of which
this Bond was delivered to the Debenture Indenture Trustee pursuant to the
Debenture Indenture is deemed paid and discharged pursuant to Section 5.01
of the Debenture Indenture, the obligation of the Company to make payment
with respect to the principal of and premium, if any, and interest on this
Bond shall be satisfied and discharged and this Bond shall cease to secure
such Senior Note in any manner and, the Debenture Indenture Trustee shall
surrender this Bond, subject to the limitations of the Debenture Indenture,
to the Company for cancellation.

The Bonds of the New Series shall be issued and delivered pursuant to the
Debenture Indenture to, registered in the name of and held by the Debenture
Indenture Trustee in trust for the benefit of the owners from time to time
of the Senior Notes.  The Debenture Indenture Trustee shall not sell, assign
or transfer any of the Bonds of the New Series except to a successor trustee
under the Debenture Indenture.  The Company may take such actions as it
shall deem desirable to effect compliance with such restrictions on
transfer, including the placing of an appropriate legend on the Bonds of the
New Series.


Page 12


B.  Form of Bonds of the New Series

The Bonds of the New Series, and the Trustee's authentication certificate to
be executed on the Bonds of the New Series, shall be in substantially the
following forms respectively:

                   [FORM OF FACE OF BOND OF THE NEW SERIES]

                                                                REGISTERED
                                                                $___________
No. ___________________



                         PUGET SOUND ENERGY, INC.

                   FIRST MORTGAGE BOND, PLEDGED SERIES A

Original Issue Date:         Interest Rate:           Maturity Date
___________________          _____________%           ________________

Initial Redemption           Initial Redemption       Annual Redemption
Date:                        Percentage:              Percentage
                                                      Reduction
___________________          _____________            ________________
      
PUGET SOUND ENERGY, INC., a corporation of the state of Washington (the
"Company"), for value received hereby promises to pay to

                                                                  DOLLARS

or registered assigns, the principal sum of

on the Maturity Date set forth above, and to pay interest thereon from the
Original Issue Date set forth above or from the most recent date to which
interest has been paid or duly provided for, semiannually in arrears on
__________ and __________ in each year (each, an "Interest Payment Date"),
commencing on the first such Interest Payment Date succeeding the Original
Issue Date set forth above, at the per annum Interest Rate set forth above,
until the principal hereof is paid or made available for payment.  No
interest shall accrue on the Maturity Date, so long as the principal amount
of this Note is paid in full on the Maturity Date.  The interest so payable
and punctually paid or duly provided for on any such Interest Payment Date

Page 13


will be paid to the person in whose name this Bond is registered (the
"Holder") at the close of business on the Regular Record Date for such
interest, which shall be the ___________ or ___________, as the case may be,
next preceding such Interest Payment Date; provided that the first Interest
Payment Date for any Bond, the Original Issue Date of which is after a
Regular Record Date but prior to the applicable Interest Payment Date, shall
be the Interest Payment Date following the next succeeding Regular Record
Date; and provided, further, that interest payable on the Maturity Date set
forth above or, if applicable, upon redemption or acceleration, shall be
payable to the person to whom principal shall be payable.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and shall be paid to the
person in whose name this Bond is registered at the close of business on a
Special Record Date for the payment of such defaulted interest to be fixed
by the Trustee, notice whereof shall be given to the Holder not more than
15 days nor fewer than 10 days prior to such Special Record Date.

Both principal of and interest on this Bond (and premium, if any) are to be
paid in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts
at the principal corporate trust office, in the City of Boston,
Massachusetts, of the Trustee.

If any Interest Payment Date or the date on which the principal of this Bond
is required to paid is not a Business Day, then payment of principal,
premium or interest need not be made on such date but may be made on the
next succeeding Business Day with the same force and effect as if made on
such Interest Payment Date or the date on which the principal of this Bond
is required to be paid, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment
Date or the date on which the principal of this Bond is required to be paid.

"Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday
that is not a day on which banking institutions or trust companies in the
Borough of Manhattan, The City of New York, or in the city where the
corporate trust office of the Debenture Indenture Trustee (as defined on the
reverse hereof) is located, are obligated or authorized by law or executive
order to close.

This Bond shall not become obligatory for any purpose or be entitled to any
security or benefit under said Indenture until the authentication
certificate hereon shall have been signed by the Trustee.
The provisions of this Bond are continued on the reverse hereof and such

Page 14


continued provisions shall for all purposes have the same effect as though
fully set forth at this place.

IN WITNESS WHEREOF, PUGET SOUND ENERGY, INC. has caused these presents to be
executed in its corporate name and behalf by the facsimile of the signature
of its President or one of its Vice Presidents and by the facsimile of the
signature of its Treasurer or an Assistant Treasurer or its Secretary,
thereunto duly authorized, and its corporate seal or a facsimile thereof to
be hereto affixed.


                                    PUGET SOUND ENERGY, INC.

Dated:_________________________
                                    By______________________________
                                    Its_____________________________

                                    And by__________________________
                                    Its_____________________________





                 [FORM OF REVERSE OF BOND OF THE NEW SERIES]

                         PUGET SOUND ENERGY, INC.

                   First Mortgage Bond, Pledged Series A

This Bond is one of the Bonds of the above-designated series, of an
unlimited authorized amount of Bonds of the Company known as First Mortgage
Bonds, all issued or to be issued in one or more series under and secured by
a First Mortgage dated as of June 2, 1924, executed and delivered by the
Company to Old Colony Trust Company (State Street Bank and Trust Company,
successor) as Trustee, as supplemented and/or modified by indentures
supplemental thereto, including particularly the Fortieth Supplemental
Indenture, dated as of September 1, 1954, in Part II of which are set forth
the revised provisions of said First Mortgage as theretofore and then
supplemented and modified, and the Seventy-Sixth Supplemental Indenture
dated as of December 1, 1997, relating, among other things, to the Bonds of
the above-designated series, and by all other instruments supplemental
thereto (herein sometimes called the "Indenture"), reference to each and all

Page 15


of which is hereby made for a description of the property mortgaged and
pledged as security for said Bonds, the rights and remedies of the Holder of
this Bond in regard thereto, and the terms and conditions upon which Bonds
may be issued.

The Bonds of this series shall be issuable in registered form without
coupons in denominations of $1,000 and integral multiples thereof or such
other amount or amounts as may be authorized by a resolution of the Board of
Directors or the Securities Pricing Committee of the Board of Directors.

This Bond is issued to secure the payment and performance of the Company's
obligations under the Indenture, dated as of December 1, 1997 (the
"Debenture Indenture"), with State Street Bank and Trust Company, as Trustee
(the "Debenture Indenture Trustee") to make payments in respect of the
principal of, premium, if any, and interest on Senior Notes of the Company
(the "Senior Notes") initially issued contemporaneously with this Bond.

Notwithstanding any other provision of the Indenture to the contrary, the
Company shall receive a credit against its obligations to make any payment
in respect of the principal of, or premium, if any, or interest on, this
Bond (whether at maturity, upon redemption or otherwise), and such
obligations shall be fully or partially, as the case may be, satisfied and
discharged to the extent that, at the time that any such payment shall be
due, the then due principal of, or premium, if any, or interest on, the
Senior Notes of the Company initially issued contemporaneously with this
Bond shall have been fully or partially paid or there shall have been
deposited with the Debenture Indenture Trustee pursuant to the Debenture
Indenture sufficient available funds to fully or partially pay the then due
principal of, or premium, if any, or interest on, such Senior Notes.  The
obligations of the Company to make such payment of principal of, premium, if
any, or interest on, this Bond shall be deemed to have been reduced by the
amount of such credit.

This Bond is not transferable except as required to effect transfer to any
successor trustee under the Debenture Indenture.

As provided in the Seventy-Sixth Supplemental Indenture, the Holder of this
Bond, by his acceptance hereof, hereby consents, and all other holders of
the Bonds of the above designated series, by their acceptance thereof, shall
thereby consent, for the purpose and within the meaning of Section 18.02 of
the Indenture, to a modification of the Indenture to redefine the term
"minimum provision for depreciation" by deducting from operating revenues
the cost of fuel used in the generation of electricity.  This modification
shall become effective without any further approval or consent of the holder


Page 16


of this Bond when a further supplemental indenture has been executed with
the requisite consents of the holders of the Bonds of each other series then
outstanding or when Bonds of all series issued prior to the First Mortgage
Bonds, 12-5/8% Series due 1999 have ceased to be outstanding.

This Bond is subject to redemption at the option of the Company on any date
on and after the Initial Redemption Date, if any, specified on the face
hereof (any date fixed for redemption shall hereafter be referred to as a
"Redemption Date").  If no Initial Redemption Date is set forth on the face
hereof, this Bond may not be redeemed at the option of the Company prior to
the Maturity Date specified on the face hereof.  On and after the Initial
Redemption Date, if any, this Bond may be redeemed at any time in whole or
from time to time in part at the option of the Company at the applicable
Redemption Price (as defined below) together with interest thereon payable
to the Redemption Date, on notice given not less than 30 days nor more than
60 days prior to the Redemption Date.  In the event of redemption of this
Bond in part only, a new Bond of like tenor and series for the unredeemed
portion hereof shall be issued in the name of the Holder hereof upon the
surrender hereof.

If this Bond is redeemable in the foregoing manner at the option of the
Company, the "Redemption Price" shall initially be the Initial Redemption
Percentage, specified on the face hereof, of the principal amount of this
Bond to be redeemed and shall decline at each anniversary of the Initial
Redemption Date by the Annual Redemption Percentage Reduction, if any,
specified on the face hereof, of the principal amount to be redeemed until
the Redemption Price is 100% of such principal amount.

If this Bond or any portion hereof ($1,000 or any multiple thereof) is duly
designated for redemption, if payment of the principal hereof or of such
portion, together with accrued interest and premium, if any, is irrevocably
provided for, and if notice of such redemption shall have been duly given,
this Bond shall cease to be entitled to the lien of the Indenture from and
after the date such payment is irrevocably so provided for and shall cease
to bear interest from and after the date fixed for redemption.

The Indenture provides that (1) the Company and the Trustee, with the
consent of the holders of not less than 66-2/3% in principal amount of the
Bonds at the time outstanding (determined as provided in the Indenture)
including, if more than one series of Bonds shall be at the time
outstanding, not less than 66-2/3% in principal amount of the Bonds at the
time outstanding of each series affected, may effect, by an indenture
supplemental to the Indenture, further modifications or alterations of the

Page 17


Indenture and of the rights and obligations of the Company and of the
holders of the Bonds; provided, however, that no such modification or
alteration shall be made without the consent of the registered owner hereof
which will (a) extend the maturity of this Bond or reduce the rate or extend
the time of payment of interest hereon or reduce the amount of the principal
hereof or reduce any premium payable on the redemption hereof, or (b) permit
the creation of any lien, not otherwise permitted, prior to or on a parity
with the lien of the Indenture, or alter the equal and proportionate
security afforded by the lien of the Indenture for the Bonds issued
thereunder, or (c) reduce the number or percentage of the principal amount
of the Bonds upon the consent of the holders of which modifications or
alterations may be made as aforesaid or defaults may be waived; and (2) the
holders of like percentages of the principal amount of the Bonds outstanding
and of each such series thereof may waive certain uncured past defaults and
the consequences thereof.

In certain events of default, the principal of this Bond may be declared due
and payable before maturity as provided in said Indenture.

The registered owner of this Bond is the Debenture Indenture Trustee.  The
Debenture Indenture requires that if any Senior Note in respect of which
this Bond was delivered to the Debenture Indenture Trustee pursuant to the
Debenture Indenture is deemed paid and discharged pursuant to Section 5.01
of the Debenture Indenture, the obligation of the Company to make payment
with respect to the principal of and premium, if any, and interest on this
Bond shall be satisfied and discharged and this Bond shall cease to secure
such Senior Note in any manner, and the Debenture Indenture Trustee shall
surrender this Bond, subject to the limitations of the Debenture Indenture,
to the Company for cancellation.

The Seventy-Sixth Supplemental Indenture provides that in the event of any
default of the interest due on any interest payment date, such interest
shall not be payable to the holder of the Bond on the original record date
but shall be paid to the registered holder of such Bond on the subsequent
record date established for payment of such defaulted interest.

It is part of the contract herein contained that each holder hereof waives
all right of recourse to any personal, statutory or other liability of any
promoter, shareholder, officer or director, past, present or future, of the
Company or of any predecessor or successor corporation for the collection of
any indebtedness hereunder as more fully provided in said Indenture.



Page 18


           [FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]

This is one of the Bonds, of the series designated herein, described in the
within-mentioned Indenture.

                               STATE STREET BANK AND TRUST
                               COMPANY, as Trustee

                               By _________________________________
                                        Authorized Officer


SECTION 1.02  Redemption Provisions

As designated by resolution of the Board of Directors or the Securities
Pricing Committee of such Board of Directors, the Bonds of the New Series
may be subject to redemption prior to maturity, as a whole at any time or in
part from time to time, at the option of the Company, upon payment of the
Redemption Price designated by the Board of Directors or the Securities
Pricing Committee of the Board of Directors, together with interest accrued
thereon to the date fixed for redemption, upon not less than 30 days' nor
more than 60 days' notice given by first class mail, postage prepaid, to the
holder of record at the date of such notice of each Bond of the New Series
affected, at his address as shown on the Bond register.  Such notice shall
be sufficiently given if deposited in the United States mail within such
period.  Neither the failure to mail such notice, nor any defect in any
notice so mailed to any holder, shall affect the sufficiency of such notice.
The foregoing provision with respect to notice shall be subject to all other
conditions and provisions of the Indenture not inconsistent herewith.

SECTION 1.03  Depreciation Fund

Notwithstanding the provisions of Section Six of Article II Part I of the
Fortieth Supplemental Indenture, the Company hereby covenants that, so long
as any of the Bonds of the New Series shall remain outstanding, (a) the
covenants made by the Company in Section Four of Article II of Part I of the
Fortieth Supplemental Indenture shall continue in full force and effect and
(b) Bonds delivered, redeemed or purchased pursuant to said Section Four and
any amount of unfunded Bond credits used as a credit in Item 7 of any
depreciation fund certificate shall be deemed to be funded, unless and until
the same shall have been reinstated as provided in said Section Four or in
Section 2.03 of the Indenture. Cash deposited in the depreciation fund may
not be applied to the redemption of the Bonds of the New Series.

Page 19

SECTION 1.04  Duration of Effectiveness of Article One

This Article shall be in force and effect only so long as any of the Bonds
of the New Series are outstanding.

SECTION 1.05  Minimum Provision for Depreciation

The Company hereby covenants that the term "minimum provision for
depreciation" shall have the meaning specified in Section 1.32 of the
Indenture until the modification set forth in Article Four hereof shall have
become effective, whereupon the term "minimum provision for depreciation"
shall have the meaning specified in Section 4.01 hereof.

SECTION 1.06  Execution and Delivery

Bonds of the New Series in the aggregate principal amount of Five Hundred
Million Dollars ($500,000,000) may forthwith, upon execution and delivery of
the Seventy-Sixth Supplemental Indenture, or from time to time thereafter,
and upon compliance by the Company with the provisions of Article Five of
the Indenture, be executed by the Company and delivered to the Trustee and
shall thereupon be authenticated and delivered by the Trustee to or upon the
written order of the Company.

SECTION 1.07  Substitution

On the Substitution Date (as defined below), the Trustee will deliver to the
Company for cancellation all Bonds of the New Series.  The Company will
cause the Trustee to provide notice to all holders of Bonds of the New
Series prior to the occurrence of the Substitution Date.  "Substitution
Date" shall mean the date that all Bonds issued and outstanding under the
Indenture ("Electric Bonds"), other than the Bonds of the New Series or any
other Bonds issued to secure the Company's obligations on its Senior Notes,
and all first mortgage bonds of the Company issued and outstanding under the
Indenture of First Mortgage, dated as of April 1, 1957 (the "Gas Utility
Mortgage"), from the Company, as successor to Washington Natural Gas
Company, to Harris Trust and Savings Bank, as trustee, as supplemented and
amended ("Gas Bonds" and, together with the Electric Bonds, the "First
Mortgage Bonds"), other than Gas Bonds issued to secure the Company's
obligations on its Senior Notes, have been retired (at, before or after the
maturity thereof) through payment, redemption or otherwise (including those
Electric Bonds deemed to be paid within the meaning of the Indenture and
those Gas Bonds deemed to be paid within the meaning of the Gas Utility
Mortgage).


Page 20

SECTION 1.08  Definitions

All other terms used but not otherwise defined in this Seventy-Sixth
Supplemental Indenture shall be taken to have the same meaning as in the
Indenture, except in cases where the context herein clearly indicates
otherwise.

                               ARTICLE TWO

                 PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING

SECTION 2.01

The total aggregate principal amount of Bonds of the Company issued and
outstanding and presently to be issued and outstanding under the provisions
of and secured by the Indenture will be Eight Hundred Twenty Million Eight
Hundred Sixty Thousand Dollars ($820,860,000); namely, the series of Bonds
set forth herein:
      
Principal Amount of Bonds                               Series
_________________________                               ______

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series A due June 21, 2001

Twenty-Five Million Dollars                     Secured Medium-Term Notes,
($25,000,000)                                   Series A due July 27, 1998

Twenty-Seven Million                            7.05% Series due August 1,
Five Hundred Thousand Dollars                   2021
($27,500,000)

Twenty-Three Million                            7.25% Series due August 1,
Four-Hundred Thousand Dollars                   2021
($23,400,000)

Twenty-Five Million Dollars                     Secured Medium-Term Notes,
($25,000,000)                                   Series A due November 30,
                                                2006

One Hundred Million Dollars                     Secured Medium-Term Notes,
($100,000,000)                                  Series A due February 1,
                                                2007


Page 21

Principal Amount of Bonds                              Series
_________________________                              ______

Eighty-Seven Million                            6.80% Series due March 1,
Five Hundred Thousand Dollars                   2022
($87,500,000)

Five Million Dollars                            Secured Medium-Term Notes,
($5,000,000)                                    Series A due April 9,
                                                2012

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series A due May 7,
                                                2007

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series A due May 29,
                                                2002

Forty-Six Million Dollars                       Secured Medium-Term Notes,
($46,000,000)                                   Series A due June 19,
                                                2006

Twenty-Seven Million Dollars                    Secured Medium-Term Notes,
($27,000,000)                                   Series A due August 28,
                                                2002

Five Million Dollars                            Secured Medium-Term Notes,
($5,000,000)                                    Series A due September 11,
                                                2002

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series A due September 15,
                                                1999

Sixteen Million                                 Secured Medium-Term Notes,
Five Hundred Thousand Dollars                   Series A due September 14,
($16,500,000)                                   1999

Twenty Million                                  Secured Medium-Term Notes,
Five Hundred Thousand Dollars                   Series A due September 16,
($20,500,000)                                   1999



Page 22

Principal Amount of Bonds                               Series
_________________________                               ______

Fifty Million Dollars                           Secured Medium-Term Notes,
($50,000,000)                                   Series B due December 10,
                                                1999

Twenty-Five Million Dollars                     Secured Medium-Term Notes,
($25,000,000)                                   Series B due December 10,
                                                2002

Fifty Million Dollars                           Secured Medium-Term Notes,
($50,000,000)                                   Series B due December 10,
                                                2004

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series B due December 21,
                                                2012

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series B due February 9,
                                                1998

Ten Million Dollars                             Secured Medium-Term Notes,
($10,000,000)                                   Series B due February 9,
                                                2000

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series B due February 10,
                                                2003

Five Million Dollars                            Secured Medium-Term Notes,
($5,000,000)                                    Series B due March 5,
                                                1998

Three Million Dollars                           Secured Medium-Term Notes,
($3,000,000)                                    Series B due December 1,
                                                2003

Eleven Million Dollars                          Secured Medium-Term Notes,
($11,000,000)                                   Series B due December 2,
                                                2003



Page 23

Principal Amount of Bonds                              Series
_________________________                              ______

Thirty Million Dollars                          Secured Medium-Term Notes,
($30,000,000)                                   Series B due May 27,
                                                2004

Twenty-Three Million Four                       5.875% Series due March 1,
Hundred Sixty Thousand Dollars                  2020
($23,460,000)

Fifty-Five Million Dollars                      Secured Medium-Term Notes,
($55,000,000)                                   Series B due February 1,
                                                2024

now issued and outstanding, and Five Hundred Million Dollars ($500,000,000)
aggregate principal amount of the Bonds of the New Series to be
authenticated and delivered pursuant to Section 2.02 of this Seventy-Sixth
Supplemental Indenture.  Additional Bonds of the New Series and of any other
series established after the execution and delivery of this Seventy-Sixth
Supplemental Indenture may from time to time be authenticated, delivered and
issued pursuant to the terms of the Indenture and indentures supplemental
thereto.

SECTION 2.02

Bonds of the New Series in the aggregate principal amount of Five Hundred
Million Dollars ($500,000,000) may forthwith, upon execution and delivery of
this Seventy-Sixth Supplemental Indenture, or from time to time thereafter,
and upon compliance by the Company with the provisions of Article Five of
the Indenture, be executed by the Company and delivered to the Trustee and
shall thereupon be authenticated and delivered by the Trustee to or upon the
written order of the Company.

                              ARTICLE THREE

                              MISCELLANEOUS

SECTION 3.01

This Seventy-Sixth Supplemental Indenture is executed and shall be construed
as an indenture supplemental to the Indenture, and shall form a part
thereof, and the Indenture, as hereby supplemented and modified, is hereby


Page 24


confirmed.  Except to the extent inconsistent with the express terms hereof,
all the provisions, terms, covenants, and conditions of the Indenture shall
be applicable to the Bonds of the New Series to the same extent as if
specifically set forth herein.

SECTION 3.02

The Trustee has accepted the amendment of the Indenture effected by this
Seventy-Sixth Supplemental Indenture and agrees to execute the trust created
by the Indenture as hereby amended, but only upon the terms and conditions
set forth in the Indenture, including the terms and provisions defining and
limiting the liabilities and responsibilities of the Trustee, and without
limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect of any of the
recitals or statements contained herein, all of which recitals or statements
are made solely by the Company, or for or with respect to (a) the validity
or sufficiency of this Seventy-Sixth Supplemental Indenture or any of the
terms or provisions hereof, (b) the proper authorization hereof by the
Company by corporate action or otherwise, and (c) the due execution hereof
by the Company.

SECTION 3.03

The Company covenants that it is lawfully seized and possessed of all the
trust estate at the date of the execution of the Seventy-Sixth Supplemental
Indenture except as in the Indenture otherwise stated or permitted; that on
said date the trust estate is free and clear from all liens and encumbrances
other than permitted encumbrances, except as in the Indenture otherwise
stated or permitted; that the Company will warrant and forever defend the
trust estate and the title thereto to the Trustee against the claims of all
persons whomsoever except as in the Indenture otherwise stated or permitted;
that it will maintain and preserve the lien of the Indenture, as a first
mortgage lien, except as in the Indenture otherwise stated or permitted so
long as any of the Bonds issued under the Indenture are outstanding; and
that it has good right and lawful authority to subject said property to the
lien of the Indenture, as provided in and by the Indenture.

SECTION 3.04

This Seventy-Sixth Supplemental Indenture may be executed in several
counterparts, and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts, or as many of them as the


Page 25


Company and the Trustee shall preserve undestroyed, shall together
constitute but one and the same instrument.

SECTION 3.05

Although this Seventh-Sixth Supplemental Indenture is dated for convenience
and for the purpose of reference as of December 1, 1997, the actual date or
dates of execution by the Company and by the Trustee are as indicated by
their respective acknowledgments hereto annexed.

                              ARTICLE FOUR

                      MODIFICATION OF THE INDENTURE

SECTION 4.01

Each holder of any of the Bonds of the New Series, by his or its acceptance
thereof, shall thereby consent, for the purpose and within the meaning and
intent of Section 18.02 of the Indenture, that Section 1.32 of the Indenture
shall be modified (effective at the time provided in Section 4.02 hereof) to
read as follows:

"So long as there are outstanding any Bonds of the 1984 Series or any Bonds
of any other series subsequently authenticated and delivered hereunder as to
which it is so provided in the supplemental indenture establishing said
Bonds or modifying this Indenture, the term "minimum provision for
depreciation" for each calendar year (or monthly fractions thereof) in the
period being computed shall mean an amount by which 15% of the gross
operating revenues of the Company derived from the operation of its utility
property subject to the lien of the Indenture (after deducting from such
operating revenues (a) an amount equal to the cost of electricity purchased,
including any standby or service charges or similar charges for electricity
and net cost of electricity interchanged, (b) all rentals and lease
payments, and (c) the cost of fuel used in the generation of electricity
during such period to the extent such cost is included or reflected in
operating expense accounts of the Company) exceeds the charges for
maintenance, repairs and renewals of such mortgaged utility property
included or which should be included in operating expense pursuant to sound
accounting practice."



Page 26


SECTION 4.02

The modification of the Indenture set forth in Section 4.01 hereof shall
become effective without any further approval or consent of the holders of
any Bonds of the New Series (a) when a further supplemental indenture making
it effective shall have been executed with the consent of the holders of not
less than 66-2/3% in principal amount of the Bonds of each other series at
the time outstanding or (b) when all Bonds of all series issued prior to the
First Mortgage Bonds, 12-5/8% Series due 1999 have ceased to be outstanding.

            [The remainder of this page intentionally left blank]


Page 27

IN WITNESS WHEREOF, Puget Sound Energy, Inc. has caused this Seventy-Sixth
Supplemental Indenture to be signed in its corporate name and behalf by its
President or one of its Vice Presidents or its Treasurer or Assistant
Treasurer and its corporate seal to be hereunto affixed and attested by its
Secretary or one of its Assistant Secretaries, and State Street Bank and
Trust Company in token of its acceptance of the trust hereby created has
caused this Seventy-Sixth Supplemental Indenture to be signed in its
corporate name and behalf by its President or one of its Authorized
Officers, and its corporate seal to be hereunto affixed and attested by one
of its Authorized Officers, its Secretary or one of its Assistant
Secretaries, all on December 15, 1997, but as of the day and year first
above written.

                              PUGET SOUND ENERGY, INC.

                              By    /s/  Donald E. Gaines
                                 _____________________________
                                 Donald E. Gaines, Treasurer

Attest:
    /s/  James W. Eldredge
____________________________
James W. Eldredge, Secretary

Corporate Seal

                              STATE STREET BANK AND TRUST COMPANY

                              By   /s/  James E. Mogavero
                                 ____________________________
                                     Authorized Officer

Attest:

   /s/  [signature unintelligible]
__________________________________

Corporate Seal


Page 28

STATE OF WASHINGTON)
                   )  ss.
COUNTY OF KING     )

Donald E. Gaines and James W. Eldredge being duly sworn each for himself on
oath deposes and says that he, the said Donald E. Gaines, is and at the time
of the execution of the foregoing Supplemental Indenture was the Treasurer
of PUGET SOUND ENERGY, INC., a corporation and the mortgagor herein named,
and the same person who as Treasurer executed said Supplemental Indenture on
behalf of said corporation, and that he, the said James W. Eldredge, is and
at the time of the execution of said Supplemental Indenture was Secretary of
said corporation, the said mortgagor, and the same person who as such
Secretary attested such Supplemental Indenture on behalf of said
corporation; and that the said Supplemental Indenture is made in good faith
and without any design to hinder or delay or defraud creditors or any
creditor of said corporation.

          SUBSCRIBED AND SWORN to before me this 15th day of December, 1997.

                                     /s/  Maxine K. Van Dine
                                  _________________________________________
                                  (Signature of Notary)


                                   Maxine K. Van Dine
                                   ________________________________________
                                   (Print or stamp name of Notary)

                                   NOTARY PUBLIC in and for the State
                                   of Washington, residing at Woodinville.
                                   My Appointment Expires:  9/23/99.

Page 29


STATE OF WASHINGTON)
                   )  ss.
COUNTY OF KING     )

On this 15th day of December, 1997, before me, a Notary Public in and for
the State of Washington, duly commissioned and sworn, personally appeared
Donald E. Gaines and James W. Eldredge, to me known to be the Treasurer and
the Secretary, respectively, of PUGET SOUND ENERGY, INC., one of the
corporations that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed
of said corporation for the uses and purposes therein mentioned, and on oath
stated that they were authorized to execute and attest said instrument, and
that the seal affixed is the corporate seal of said corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
the day and year first above written.

                                  /s/  Maxine K. Van Dine
                               ___________________________________________
                               (Signature of Notary)


                                Maxine K. Van Dine
                                __________________________________________
                               (Print or stamp name of Notary)

                                NOTARY PUBLIC in and for the State
                                of Washington, residing at Woodinville.
                                My Appointment Expires:  9/23/99.


Page 30

COMMONWEALTH OF MASSACHUSETTS)
                             )  ss.
COUNTY OF SUFFOLK            )

On this ____ day of December, 1997, before me personally appeared
___________________________ and ___________________________, to me known to
be an Authorized Officer and an Assistant Cashier, respectively, of STATE
STREET BANK AND TRUST COMPANY, one of the corporations that executed the
within and foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation for the uses and
purposes therein mentioned, and on oath stated that they were authorized to
and did in the name and on behalf of said corporation execute and attest
said instrument, and that the seal affixed is the corporate seal of said
corporation.

IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal
the day and year first above written.

                                  /s/  Scott Knox
                               ____________________________________________
                              (Signature of Notary)



                               ____________________________________________
                              (Print or stamp name of Notary)

                               NOTARY PUBLIC in and for the
                               Commonwealth of Massachusetts,
                               residing at ________________________________
                               My Appointment Expires: ____________________.


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