SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                  FORM 10-Q/A


         /X/  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 1997

              OR

        / /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)


                       _____________________________

                       Commission File Number 1-4393
                       _____________________________


                         PUGET SOUND ENERGY, INC.
         (Exact name of registrant as specified in its charter)


            Washington                                 91-0374630
            (State or other                      (IRS Employer
            jurisdiction of                   Identification No.)
            incorporation or
            organization)


           411 - 108th Avenue N.E., Bellevue, Washington 98004-5515
                    (Address of principal executive offices)

                               (206) 454-6363
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file for such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                        Yes /X/        No / /



The number of shares of registrant's common stock outstanding at October 31,
1997 was 84,560,689.

<PAGE>
<TABLE>

                       PUGET SOUND ENERGY, INC.
                      CONSOLIDATED STATEMENTS OF INCOME
               (Thousands except shares and per share amounts)
                                  (Unaudited)

<CAPTION>
                                                                                Pro Forma
Three Months Ended September 30,                    1997               1996     1996
                                                                                (Note 1)
---------------------------------------    -------------      -------------     ---------
<S>                                        <C>                <C>               <C>    
OPERATING REVENUES:
  Electric                                    $  288,683         $  252,882     $  252,882
  Gas                                             46,135             78,694         52,215
  Other                                            6,203             18,407         18,791
                                               ---------         ----------      ---------
    Total operating revenue                      341,021            349,983        323,888
                                               ---------         ----------      ---------
OPERATING EXPENSES:
Energy costs:
  Purchased electricity                          128,904            103,525        103,525
  Purchased gas                                   16,493             33,395         19,083
  Electric generation fuel                        12,291             11,168         11,168
Utility operations and maintenance                55,599             55,363         53,809
Other operations and maintenance                   5,721             10,270          9,509
Depreciation and amortization                     46,533             35,926         35,486
Taxes other than federal income taxes             32,810             33,981         32,012
Federal income taxes                               7,249             15,424         12,763
                                               ---------         ----------      ---------
    Total operating expenses                     305,600            299,052        277,355
                                               ---------         ----------      ---------

OPERATING INCOME                                  35,421             50,931         46,533

OTHER INCOME                                       6,029                411             65
                                               ---------         ----------      ---------

INCOME BEFORE INTEREST CHARGES                    41,450             51,342         46,598

INTEREST CHARGES                                  29,452             29,056         29,016
                                               ---------         ----------      ---------
INCOME FROM CONTINUING OPERATIONS                 11,998             22,286         17,582
DISCONTINUED OPERATIONS                               --                327            820
                                               ---------         ----------      ---------

NET INCOME                                        11,998             21,959         16,762
Less: Preferred stock dividends accrual            3,516              5,586          5,586
Preferred stock redemptions                          471                 --             --
                                               ---------         ----------      ---------
INCOME FOR COMMON STOCK                       $    8,953         $   16,373     $   11,176
                                              ==========         ==========     ==========

COMMON SHARES OUTSTANDING - WEIGHTED AVERAGE  84,560,781         84,438,241     84,483,949
                                              ==========         ==========     ==========

EARNINGS PER COMMON SHARE:
  From continuing operations                  $     0.11         $     0.20     $     0.14
  From discontinued operations                        --              (0.01)         (0.01)
                                              ----------         ----------      ---------
EARNINGS PER COMMON SHARE:                    $    0.11          $     0.19     $     0.13

The accompanying notes are an integral part of the financial statements.

</TABLE>
<PAGE>
<TABLE>
                             PUGET SOUND ENERGY, INC.
                         CONSOLIDATED STATEMENTS OF INCOME
                  (Thousands except shares and per share amounts)
                                  (Unaudited)
<CAPTION>

                                                                                Pro Forma
Nine Months Ended September 30,                     1997               1996     1996
                                                                                (Note 1)
--------------------------------------     -------------      -------------     ----------
<S>                                        <C>                <C>               <C>    
OPERATING REVENUES:
  Electric                                    $  858,229         $  841,208     $  841,208
  Gas                                            274,554            347,892        279,582
  Other                                           24,273             34,896         34,126
                                              ----------         ----------     ----------
    Total operating revenue                    1,157,056          1,223,996      1,154,916
                                              ----------         ----------     ----------
OPERATING EXPENSES:
Energy costs:
  Purchased electricity                          370,548            323,487        323,487
  Purchased gas                                  117,838            158,636        121,943
  Electric generation fuel                        29,696             27,441         27,441
Utility operations and maintenance               183,752            177,130        173,222
Other operations and maintenance                  17,466             24,689         23,621
Depreciation and amortization                    122,811            108,733        108,294
Merger and related costs                          55,789                 --             --
Taxes other than federal income taxes            114,285            117,908        112,442
Federal income taxes                               7,169             77,436         70,196
                                              ----------         ----------     ----------
    Total operating expenses                   1,019,354          1,015,460        960,646
                                              ----------         ----------     ----------

OPERATING INCOME                                 137,702            208,536        194,270
OTHER INCOME                                      28,736              2,402          1,514
                                              ----------         ----------     ----------
INCOME BEFORE INTEREST CHARGES                   166,438            210,938        195,784
INTEREST CHARGES                                  88,391             88,247         87,789
                                              ----------         ----------     ----------

INCOME FROM CONTINUING OPERATIONS                 78,047            122,691        107,995
DISCONTINUED OPERATIONS                            2,622              1,012          1,565
                                              ----------         ----------     ----------

NET INCOME                                        75,425            121,679        106,430
Less: Preferred stock dividends accrual           14,480             16,603         16,602
Preferred stock redemptions                          471                 --             --
                                              ----------         ----------     ----------

INCOME FOR COMMON STOCK                       $   61,416         $  105,076     $   89,828
                                              ==========         ==========     ==========

COMMON SHARES OUTSTANDING - WEIGHTED AVERAGE  84,559,948         84,396,101     84,440,261
                                              ==========         ==========     ==========

EARNINGS PER COMMON SHARE:
  From continuing operations                  $     0.76         $     1.26     $     1.08
  From discontinued operations                     (0.03)             (0.01)         (0.02)
                                              ----------          --------      ----------
EARNINGS PER COMMON SHARE                     $     0.73         $     1.25     $     1.06

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
                            PUGET SOUND ENERGY, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                   (Unaudited)

                                     ASSETS
<CAPTION>
                                                          September 30   December 31
                                                                  1997          1996
-------------------------------------------------            ---------     ---------
<S>                                                          <C>           <C>
UTILITY PLANT:
  Electric                                                   $3,571,092    $3,479,652
  Gas                                                         1,212,167     1,129,849
Less: Accumulated depreciation and amortization              (1,584,575)   (1,493,024)
                                                              ---------     ---------
    Net utility plant                                         3,198,684     3,116,477
                                                              ---------     ---------

OTHER PROPERTY AND INVESTMENTS:
  Investment in Bonneville Exchange Power Contract               80,894        86,772
  Investment in Cabot                                            70,073        69,014
  Subsidiary properties and investments                          76,015        80,770
  Other                                                          38,769        43,444
                                                              ---------     ---------
    Total other property and investments                        265,751       280,000
                                                              ---------     ---------

CURRENT ASSETS:
  Cash                                                            3,409         4,335
  Accounts receivable                                           187,158       263,245
  Less: Allowance for doubtful accounts                          (1,865)       (1,700)
  Materials and supplies, at average cost                        59,410        61,638
  Prepayments and other                                           8,372        10,458
  PRAM accrued revenues                                              --        40,470
                                                              ---------     ---------
    Total current assets                                        256,484       378,446
                                                              ---------     ---------

LONG-TERM ASSETS:
  Regulatory asset for deferred income taxes                    264,278       242,454
  Unamortized energy conservation charges                         6,669        44,673
  Other                                                         130,795       165,420
                                                              ---------     ---------
    Total long-term assets                                      401,742       452,547
                                                              ---------     ---------
TOTAL ASSETS                                                 $4,122,661    $4,227,470
                                                              =========     =========

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
                            PUGET SOUND ENERGY, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                  (Unaudited)

                        CAPITALIZATION AND LIABILITIES
<CAPTION>

                                                           September 30   December 31
                                                                   1997          1996
-------------------------------------------------             ---------     ---------
<S>                                                           <C>           <C>
CAPITALIZATION:
  Common shareholders' investment:
    Common stock, $10 stated value,
    150,000,000 shares authorized,
    84,560,720 and 84,511,245 shares outstanding            $  845,607    $  845,112
  Additional paid-in capital                                   450,923       446,910
  Earnings reinvested in the business                           41,936        86,355
                                                             ---------     ---------
                                                             1,338,466     1,378,377
Preferred stock not subject to
    mandatory redemption                                        95,488       215,000
Preferred stock subject to
    mandatory redemption                                        78,139        87,839
Corporation obligated, mandatorily redeemable
    preferred securities of subsidiary
    trust holding solely junior subordinated
    debentures of the corporation                              100,000            --
Long-term debt                                               1,162,696     1,165,584
                                                             ---------     ---------
    Total capitalization                                     2,774,789     2,846,800
                                                             ---------     ---------
CURRENT LIABILITIES:
  Accounts payable                                              75,087        95,736
  Short-term debt                                              256,972       298,122
  Current maturities of long-term debt                         102,920       100,062
  Purchased gas liability                                        6,528        41,368
Accrued expenses:
    Taxes                                                       60,180        57,419
    Salaries and wages                                          23,144        28,215
    Interest                                                    33,551        27,173
    Other                                                       33,004        51,906
                                                             ---------     ---------
    Total current liabilities                                  591,386       700,001
                                                             ---------     ---------
DEFERRED INCOME TAXES                                          610,636       586,661
                                                             ---------     ---------
OTHER DEFERRED CREDITS                                         145,850        94,008
                                                             ---------     ---------
TOTAL CAPITALIZATION AND LIABILITIES                        $4,122,661    $4,227,470
                                                             =========     =========

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
                            PUGET SOUND ENERGY, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in Thousands)
                                  (Unaudited)

<CAPTION>
                                                                               Pro Forma
Nine Months Ended September 30,                           1997        1996          1996
                                                                                (Note 1)
--------------------------------------------------    --------    --------     ---------
<S>                                                   <C>         <C>          <C>
OPERATING ACTIVITIES:
Income from continuing operations                     $ 78,047    $122,691     $107,995
Adjustments to reconcile income from
 continuing operations to net cash
 provided by operating activities:
  Depreciation and amortization                        122,811     108,733      108,294
  Deferred income taxes and tax credits - net            3,192      (7,953)     (12,882)
  PRAM accrued revenues                                 40,777      53,345       53,345
  Other                                                 77,916      16,301       14,315
  Change in certain current assets
   and liabilities (Note 6)                             (6,634)     93,538       79,341
----------------------------------------------------------------------------------------
    Net Cash Provided by Operating Activities          316,109     386,655      350,408
----------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
---------------------
Construction expenditures - excluding equity AFUDC    (176,306)   (154,504)    (164,460)
Additions to energy conservation program                (2,849)     (4,162)      (4,162)
Cash received from sale of conservation assets-net      34,380          --           --
Other                                                   17,785     (11,234)     (11,234)
----------------------------------------------------------------------------------------
    Net Cash Used by
      Investing Activities                            (126,990)   (169,900)    (179,856)
----------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
--------------------
Decrease in short-term debt                            (29,591)    (75,413)     (29,881)
Dividends paid                                        (127,664)   (122,503)    (122,540)
Issuance of common and preferred securities            100,066       2,888        2,656
Issuance of bonds                                           --      34,609           --
Redemption of bonds and notes                               (1)    (65,142)     (35,002)
Redemption of preferred stock                         (128,742)     (1,200)      (1,200)
Issue costs of bonds and stock                          (1,530)        (23)        (145)
----------------------------------------------------------------------------------------
    Net Cash Used by  Financing Activities            (187,462)   (226,784)    (186,112)
----------------------------------------------------------------------------------------
Increase (Decrease) in cash from continuing operations   1,657     (10,029)     (15,560)
Decrease in cash from discontinued operations
  Operating activities                                  (2,622)     (1,012)      (1,565)
----------------------------------------------------------------------------------------
Net decrease in cash                                      (965)    (11,041)     (17,125)
Cash at Beginning of year                                4,335      21,814       21,814
Adjustment to conform fiscal year of WECo                   39          --           --
----------------------------------------------------------------------------------------
Cash at End of Period                                 $  3,409    $ 10,773     $  4,689
========================================================================================

The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>

NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY OF CONSOLIDATION POLICY

The consolidated financial statements include the accounts of Puget Sound
Energy, Inc. ("the Company"), formerly Puget Sound Power & Light Company
("PSPL"), and its wholly-owned subsidiaries, after elimination of all
significant intercompany items and transactions.

The financial statements contained in this Form 10-Q are unaudited.  In the
opinion of management, all adjustments necessary for a fair presentation of
the results for the interim periods have been reflected and were of a normal
recurring nature other than as described in footnotes 2 & 5.

These condensed financial statements should be read in conjunction with the
Company's current report on Form 8-K filed with the Securities and Exchange
Commission on October 24, 1997 as well as the financial statements and the
notes thereto contained in the Annual Report to Stockholders and Form 10-K
filed with the Securities and Exchange Commission for the Company and
Washington Energy Company ("WECo") for the fiscal years ended December 31,
1996 and September 30, 1996, respectively.

On February 10, 1997, the Company consummated its merger with WECo.  The
merger has been accounted for as a pooling of interests.  Accordingly, the
consolidated financial statements have been retroactively restated to include
the results of operations, financial position and cash flows of WECo for all
periods prior to consummation of the merger.

PSPL's fiscal year-end was December 31 and WECo's fiscal year-end was
September 30.  The financial data for the three and nine month periods ended
September 30, 1996 reflect the combined results for periods ended September
30, 1996 for PSPL and June 30, 1996 for WECo.  Pro forma financial data for
the periods ended September 30, 1996 reflect results for the three and nine
month periods ended September 30, 1996 for both PSPL and WECo.

Effective with the merger, WECo's 1996 fiscal year-end was changed from
September 30 to December 31 to conform to the Company's year-end.
Accordingly, WECo's operations for the three months ended December 31, 1996,
have been reported as an adjustment of $10.8 million to consolidated retained
earnings in the first quarter of 1997.  WECo's revenues for the three months
ended December 31, 1996, were $148.6 million, net income was $16.9 million,
common stock issued was $1.0 million and common stock dividends declared were
$6.1 million for the same period.

Included in consolidated results of operations for the month of January 1997
(the merger was effective February 10, 1997) and for the nine months ended
September 30,1996, are the following results of the previously separate
companies for those periods:

                                    MONTH ENDED JANUARY 31, 1997
                                       (Dollars in Thousands)
                            -----------------------------------------
                               Company          WECo     Consolidated
                            ----------     ---------     ------------
Revenues                      $123,051       $60,486         $183,537
Net Income                     $19,671        $9,378          $29,049
Common Dividends Declared      $29,244            --          $29,244

<PAGE>


                                NINE MONTHS ENDED SEPTEMBER 30, 1996
                                       (Dollars in Thousands)
                              ---------------------------------------
                               Company           WECo    Consolidated
                              --------       --------    ------------
Revenues                      $856,701       $367,295      $1,223,996
Net Income                    $ 88,172       $ 33,507      $  121,679
Common Dividends Declared     $ 87,825       $ 18,094      $  105,919


(2)  MERGER WITH WASHINGTON ENERGY COMPANY

Effective February 10, 1997, WECo and its wholly-owned subsidiary,
Washington Natural Gas Company ("WNG") were merged into PSPL which then
changed its name to Puget Sound Energy, Inc.

Pursuant to the Agreement and Plan of Merger ("Merger Agreement") between
the two companies, each share of WECo common stock was exchanged for 0.86
share of the Company's common stock (approximately 20,921,000 shares of
Company stock were issued).  On February 10, 1997, the Company increased the
number of authorized shares to 150,000,000.  Based on the capitalization of
the Company and WECo on February 10, 1997, holders of the Company's and
WECo's common stock held approximately 75% and 25% respectively, of the
aggregate number of outstanding shares of the merged company's common stock.
In accordance with the Merger Agreement, the preferred stock of Washington
Natural Gas Company, a wholly-owned subsidiary of WECo, was converted into
preferred shares of the merged company.  The merger has been structured as a
tax-free exchange of shares, and has been accounted for as a pooling of
interests for financial statement purposes.

The order approving the merger, issued by the Washington Commission, 
contains a rate plan that is designed to provide a five-year period of rate 
certainty for customers and provide the Company with an opportunity to 
achieve a reasonable return on investment.  As required under the merger 
order, the Company filed tariffs, effective February 8, 1997, that resulted 
in an average electric rate decrease of 5.6% related to the termination of 
the Periodic Rate Adjustment Mechanism ("PRAM"), and an increase in electric 
general rates of between 1.0% and 2.5%, depending on rate class.  The 
general rate increase has a positive impact on earnings while the decrease 
related to the PRAM does not affect earnings because all previously accrued 
PRAM revenues were fully collected.  The net impact on customer rates was an 
average rate decrease of 3.7%, including a decrease in residential rates of 
3.24%.  General electric rates for residential and industrial customers will
increase by 1.5% on January 1 of each of the four following years, while
those for small commercial customers will increase by 1.0% in each of the
following three years.  General rates for all classes of natural gas
customers will remain unchanged until January 1, 1999, when they will
decrease sufficiently to reduce utility margin by 1 percent.

In connection with the merger, the Company recognized direct and indirect
merger-related expenses of $55.8 million during the first quarter of 1997.
The charge consisted primarily of severance costs of $15.5 million, benefit-
related curtailment costs of $9.1 million, transaction costs of $13.7
million and systems and facilities integration costs of $7.2 million.  The
nonrecurring charge reduced net income by approximately $36.3 million ($0.43
per share) in the nine months ended September 30, 1997.  In addition, merger
related costs of $4.8 million were recognized in the fourth quarter of 1996
by PSPL.

<PAGE>

(3)  EARNINGS PER COMMON SHARE

Earnings per common share for the three and nine months ended September 30,
1997 and 1996 have been computed by dividing income for common stock by the
weighted average number of common shares outstanding after adjusting WECo's
historical amounts for the conversion into .86 shares of the Company's common
stock.

(4)  UNAMORTIZED ENERGY CONSERVATION COSTS

Certain of the Company's energy conservation expenditures are accumulated as
unamortized conservation charges.  These costs are amortized over various
future periods up to ten years at the direction of the Washington
Commission. The Company's total remaining unamortized conservation balance
at September 30, 1997, was $6.7 million.  On August 6, 1997, the Company
sold $35.2 million of its unamortized investment in customer-owned energy
conservation measures to a grantor trust.  The proceeds of the sale were
used to pay down short-term debt.  The Company recognized no gain or loss on
the sale.

(5)  DISCONTINUED OPERATIONS

On March 5, 1997, the Company conveyed its interests in undeveloped coal
properties through its wholly-owned subsidiary Thermal Energy, Inc. to Wesco
Resources, Inc. effective February 1, 1997.  In return for this conveyance,
Wesco Resources, Inc. agreed to assume future coal property obligations and
liabilities and to pay the Company a 2% royalty on coal mined from the
transferred coal properties now held by Wesco Resources, Inc.  In the
September 1996 consolidated financial statements of WECo these activities
were reflected as discontinued operations.  The Company has determined, based
on a report by mining consultants, that the development of the transferred
coal properties in the foreseeable future is speculative.  As a result, the
Company does not expect to receive any amounts under the 2% royalty
agreement.  Therefore, in March 1997, the Company's remaining $4.0 million
investment in Thermal Energy, Inc. was written off to expense and appears in
the consolidated financial statements as discontinued operations.  Prior
periods have been restated to include Thermal Energy, Inc. operations as
discontinued operations.

(6)  Consolidated Statements of Cash Flows

The following provides additional information concerning cash flow
activities:

<TABLE>

<CAPTION>
Nine Months Ended September 30                                                      1996
                                                           1997        1996    Pro Forma
----------------------------------------------------------------------------------------
<S>                                                    <C>         <C>         <C>
Changes in current asset and current liabilities:
  Accounts receivable                                  $ 95,921    $ 56,391    $ 67,024
  Materials and supplies                                 (1,671)     19,490      10,057
  Prepayments and Other                                   2,386      (1,004)      1,092
  Purchased gas liability                               (29,314)     33,763      11,735
  Accounts payable                                      (42,680)     (9,194)     (4,659)
  Accrued expenses and Other                            (31,276)     (5,908)     (5,908)
----------------------------------------------------------------------------------------
Net change in current assets and current liabilities   $ (6,634)   $ 93,538    $ 79,341
========================================================================================
Cash payments:
  Interest (net of capitalized interest)               $ 81,123    $ 85,607    $ 84,685
  Income taxes                                         $ (2,152)   $ 68,609    $ 68,609
----------------------------------------------------------------------------------------
</TABLE>
<PAGE>

(7)  Other

In the first quarter of 1997, the Company recorded an income tax refund of
$57 million associated with the method of accounting for taxes related to
conservation expenditures for the years 1991-1994.  The benefit of the tax
refund, as a result of an agreement between the Company and the Washington
Commission, was passed on to retail customers as a $48.6 million reduction of
the PRAM accrued revenue balance.  The $48.6 million reduction in revenues
was offset by a $17 million decrease in federal income taxes related to the
reduction in PRAM revenues, a $26.5 million reduction in federal income taxes
as a result of the change in accounting for conservation expenditures, $4.6
million in interest income (net of tax) relating to the tax refund and a $.8
million reduction in other taxes.  The overall affect of recording the
conservation tax refund and the related PRAM entries was an increase to net
income of approximately $.3 million.

On June 26, 1997, the Company received a $48.9 million payment from the
Internal Revenue Service ("IRS") with regard to the abandonment of terminated
nuclear project ("WNP-3") of the Washington Public Power Supply System.  The
$48.9 million was comprised of a tax refund in the amount of $24 million and
interest owed the Company by the IRS in the amount of $24.9 million.  The
Company did not take a federal income tax deduction for the abandoned plant
in 1985 because the Company exchanged the investment in WNP-3 for a power
contract in settlement of its lawsuit against BPA and did not believe the IRS
would allow the deduction.  However, the Company did file a protective claim
with the IRS pending the outcome of the IRS ruling related to the WNP-3
abandonment deductions claimed by other investor-owned utilities involved.
The IRS subsequently ruled that the investor-owned utilities could take the
WNP-3 investment as an abandoned plant deduction.  The Company recorded, in
June 1997, the tax refund together with a corresponding deferred tax
liability and interest income of $13.6 million after tax.

In June 1997, Puget Sound Energy Capital Trust I issued $100 million
principal amount of 8.231% Capital Securities.  The proceeds from the sale of
the Capital Securities were invested in 8.231% Junior Subordinated Deferrable
Interest Debentures issued by the Company, which are scheduled to mature on
June 1, 2027.  The accounts of Puget Sound Energy Capital Trust I have been
consolidated with the Company.

On July 15, 1997, the Company redeemed 3,000,000 shares of its 7.875% Series
Preferred Stock at a redemption price of $25.00 per share.

On August 15, 1997 the Company completed a tender offer for various issues of
its preferred stock.  The following number of shares of each series were
tendered and redeemed at the noted redemption price per share: 51,854 shares
of 4.70% Series, $100 par value Preferred Stock at $89.32 per share, 33,148
shares of 4.84% Series, $100 par value Preferred Stock at $91.51 per share
and 1,181,994 shares of Adjustable Rate Series B, $25 par value Preferred
Stock at $25.625 per share.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("Statement
No. 128").  Statement No. 128  will change the computation, presentation and
disclosure requirements for earnings per share.  Statement No. 128 is
effective for financial statements for periods ending after December 15, 1997
and requires restatement of all prior period earnings per share amounts.
Management believes that Statement No. 128 will not have a material impact on
the computation of earnings per share.

<PAGE>

On June 30, 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 130, "Comprehensive Income" ("Statement
No. 130").  Statement No. 130 establishes standards for reporting and display
of comprehensive income and its components in a full set of general purpose
financial statements.  Statement No. 130 is effective for fiscal years
beginning after December 15, 1997 and requires restatement of earlier periods
presented.  Management is currently evaluating the requirements of Statement
No. 130.

On June 30, 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("Statement No. 131").  Statement No. 131
establishes standards for the way that a public enterprise reports
information about operating segments in annual financial statements and
requires that those enterprises report selected information about operating
segments in interim financial reports issued to shareholders.  Statement No.
131 is effective for fiscal years beginning after December 15, 1997 and
requires restatement of earlier periods presented.  Management is currently
evaluating the requirements of Statement No. 131.

<PAGE>

ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion reflects comparison of the results of Puget Sound
Energy in 1997 with the combined results of the Company, formerly Puget
Sound Power & Light Company, and Washington Energy Company as shown in the
1996 pro forma financial statements.  Comparison of the 1997 periods to the
pro forma periods for 1996 has been made in the following discussion as the
Company considers this comparison to be more meaningful as a result of the
seasonality of the utility business.

Net income for the three months ended September 30, 1997, was $12.0  million
on operating revenues of $341.0  million, compared with net income of $16.8
million on operating revenues of $323.9  million for the same period in 1996.
Income for common stock was $9.0  million for the third quarter of 1997 and
$11.2 million for the third quarter of 1996.  Earnings per common share were
$0.11 for the third quarter of 1997 compared to $0.13  for the third quarter
of 1996 based on 84.6  million and 84.5 million weighted average common
shares outstanding, respectively.

The decrease in net income and earnings per share for the three months ended
September 30, 1997, is due primarily to the inclusion of higher than normal
real property dispositions in the third quarter of 1996 which resulted in
$5.9 million additional income (after-tax) and a one-time benefit of $2.1
million (after-tax) in the third quarter of 1996 in connection with a
reduction of previously established environmental reserves at Washington
Energy Company.

For the nine months ended September 1997, net income was $75.4 million on
operating revenues of $1,157.1 million, compared with net income of $106.4
million on operating revenues of $1,154.9 million for the corresponding
period in 1996.  Income for common stock was $61.4 million for the nine
months ended September 30,1997, and $89.8 million for the same period in
1996.  Earnings per common share were $0.73 for the nine months ended
September 30, 1997 and $1.06 for the same period in 1996 based on 84.6
million and 84.4 million weighted average common shares outstanding,
respectively.

The decrease in net income and earnings per share for the nine months ended
September 1997 reflects an after-tax charge of $36.3 million (43 cents per
share) for costs related to the merger including transaction expenses,
employee separation and system and facilities integration. Net income also
includes an after-tax charge of $2.6 million (3 cents per share), to write
off the Company's remaining investment in undeveloped coal reserves and
related activities in southeastern Montana. These charges were partially
offset by after-tax interest income of $13.6 million (16 cents per share)
related to income tax refunds on amended returns for prior years. Excluding
the impact of these charges and credits to income, continuing operations for
the first nine months of 1997 produced earnings of $1.03 per share, a
decrease of $.03 per share compared to the same nine month period last year.

<PAGE>

Total kilowatt-hour sales were 7.1 billion, including 2.6 billion in sales to
other utilities, for the third quarter of 1997, compared to 5.7  billion,
including 1.2  billion in sales to other utilities, for the third quarter of
1996. For the nine month periods ended  September 30, 1997 and 1996, total
kilowatt-hour sales were 19.9  billion, including 5.0  billion in sales to
other utilities, and 17.8 billion, including 3.0  billion in sales to other
utilities, respectively.

Total gas sales in the third quarter were $46.1  compared to $52.2  million
in the third quarter of 1996, a decrease of 11.6% on a 5.7% decrease in gas
volumes sold and transported.

Total gas sales for the nine months ended September 30, 1997, were $274.6
million compared to $279.6 million in the nine months ended September 30,
1996.

The Company's operating revenues and associated expenses are not generated
evenly during the year.  Variations in energy usage by customers do occur
from season to season and from month to month within a season, primarily as
a result of changing weather conditions.  The Company normally experiences
its highest energy sales in the first and fourth quarters of the year.
Electric sales to other utilities also vary by quarter and year depending
principally upon water conditions for the generation of hydroelectric power,
customer usage, energy requirements of other utilities and market conditions
for power.

Temperatures during the three months ended September 30, 1997, averaged 64.2
degrees, compared to an average of 63.8 degrees during the same period in
1996 which was the same as the 30-year average mean temperature. Temperatures
during the nine months ended September 30, 1997, averaged 53.9 degrees,
compared to a 30-year average of 54.0 degrees and an average of 53.8 degrees
during the first nine months of 1996.

<PAGE>

                         Comparative Periods Ending
                  September 30, 1997 vs. September 30, 1996
                             Increase (Decrease)

                                                 Three        Nine
                                                 Month        Month
                                                 Period      Period
                                                    (In Millions)
Operating revenue changes
  General rate increases                          $27.2      $118.9
  PRAM revenues                                   (33.1)     (160.4)
  BPA Residential Purchase & Sale Agreement         0.1         0.5
  Sales to other utilities                         31.4        46.8
  Load and other changes                           (2.4)        1.3
  Gas revenue change                               (6.1)       (5.0)
                                                -------     -------

     Total operating revenue change                17.1         2.1

Operating expense changes
  Energy costs:
     Purchased electricity                         25.4        47.0
     Purchased gas                                 (2.6)       (4.1)
     Electric generation fuel                       1.1         2.3
  Utility operations and maintenance                1.8        10.5
  Other operations and maintenance                 (3.8)       (6.2)
  Depreciation and amortization                    11.0        14.5
  Merger costs                                       --        55.8
  Taxes other than federal income taxes             0.8         1.9
  Federal income taxes                             (5.5)      (63.0)
                                                -------     -------

     Total operating expense change                28.2        58.7

Other income                                        6.0        27.3

Interest charges                                    0.5         0.6
                                                -------     -------

     Income from continuing operations             (5.6)      (29.9)

Discontinued operations                            (0.8)        1.1
                                                -------     -------

     Net income change                            $(4.8)     $(31.0)
                                                =======     =======


The following is additional information pertaining to the changes outlined
in the above table.

Operating Revenues - Electric

Electric operating revenues for both the three and nine months ended
September 30, 1997, increased as compared to the same periods in 1996 due to
continued growth in the number of electric customers and a general rate
increase effective February 8, 1997, of between 1.0% and 2.5% depending on
rate class.  Also, on September 30, 1996, the Washington Commission issued

<PAGE>

an order granting a joint motion by the Company and the Washington
Commission Staff to transfer annual revenues of $165.5 million which were
being collected in PRAM rates to the Company's permanent rate schedules.
Revenues associated with both the PRAM rate transfer to permanent rate
schedules and the February 8, 1997, general rate increase were $27.2 million
and $118.9 million for the third quarter ended September 30, 1997, and the
nine months ended September 30, 1997, respectively.

Electric operating revenues for the nine months ended September 30, 1997
include a $48.6 reduction due to the IRS tax refund and related interest
received in the first quarter associated with conservation expenditures for
the years 1991-1994. Based on the Company's agreement with the Washington
Commission, the benefit of the tax refund was passed on to retail customers
as a reduction of the PRAM accrued revenue balance.  The $48.6 million
reduction in revenues was offset by reductions in federal and state taxes,
by a reduction in interest expense and an increase in interest income.

PRAM revenues also decreased in 1997 compared to the prior year due to the
elimination of the PRAM effective September 30, 1996, under a stipulated
negotiated settlement approved by the Washington Commission.  Overcollection
of the PRAM which resulted from the pass-through of the conservation tax
refunds discussed above, was refunded to customers in the second quarter of
1997.

Revenues in 1997 and 1996 were reduced because of the credit that the
Company received through the Residential Purchase and Sale Agreement with
the Bonneville Power Administration ("BPA").  The agreement enables the
Company's residential and small farm customers to receive the benefits of
lower-cost federal power.  On January 29, 1997, the Company and BPA signed a
Residential Exchange Termination Agreement.  The Agreement ends the
Company's participation in the Residential Purchase and Sale agreement with
BPA.  As part of the Termination Agreement, the Company will receive
payments by the BPA of approximately $235 million over five years.  Under
the rate plan approved by the Washington Commission in its merger order, the
Company will continue to reflect, in customers' bills, the current level of
Residential Exchange benefits.  Over the five year period, it is projected
that the Company will credit customers approximately $250 million more than
it will receive from BPA.  The Company expects the difference will be made
up through a series of annual electric customer general rate increases
approved in the merger order and additional reductions in operating
expenses. Revenues in 1997 were reduced by $19.1 million and $75.4 million
during the three and nine month periods ended September 30, 1997,
respectively, as a result of BPA Residential Exchange Credits which were
partially offset by reductions in purchase power costs of $13.9 million and
$50.8 million for the three and nine month periods ended September 30, 1997,
respectively, representing BPA Residential Exchange benefits in accordance
with the Residential Exchange Termination Agreement.

Operating Revenues - Gas

Gas operating revenues for the quarter ended September 30, 1997 decreased by
$6.1 million or 11.6% from the prior year quarter. Total gas volumes
decreased 5.7% from 136.7 million therms to 128.9 million therms. During the
quarter, there was some shifting of commercial customers from firm sales to
transportation service. In the current rate design, the Company earns the
same margin on transportation service as it does on large volume gas sales.
Gas sales were adversely impacted in the third quarter by a warm September
during which the average temperature was 61.6 degrees compared to an average
temperature of 58.0 degrees in September 1996 (the 30 year average for
September is 60.6 degrees).

<PAGE>

Gas sales margin (regulated utility sales less the cost of gas sold) of
$29.6 million declined by $3.5 million compared to the same quarter last
year due to decreased gas sales as a result of warmer weather in September
1997 compared to September 1996.

For the nine months ended September 30, 1997, gas revenues of $274.6 million
decreased $5.0 million from the prior year while total gas volumes increased
 .2%.

Operating Expenses

Purchased electricity expenses increased $25.4 million and $47.0 million for
the three and nine month periods ended September 30, 1997, respectively,
compared to the same periods in 1996. The increases were due primarily to
decreased credits of $4.5 million for the third quarter and $21.7 million
for the nine months ended September 30, 1997, associated with the
Residential Purchase and Sale Agreement with BPA and increased secondary
power purchases related to an increase in wholesale power sales.  Wholesale
sales were up as a result of favorable hydroelectric and market conditions
as well as expanded commodity trading operations.

Purchased gas expenses decreased $2.6 million for the three months ended
September 30, 1997 and $4.1 million for the nine months ended September 30,
1997 compared to the prior year primarily due to reduced purchases to serve
gas customers as a result of warmer weather in May and September 1997.

Fuel expense increased $1.1 million and $2.3 million for the three and nine
month periods ended September 30, 1997 when compared to the same periods in
1996 due to increased generation at the Company's steam generation and
combustion turbine plants.

Operations and maintenance expenses decreased $2.0 million for the third
quarter of 1997 when compared to the same period in 1996.  Lower overall
operations and maintenance expenses at both the Company and its subsidiaries
were partially offset by two factors.  Colstrip operations and maintenance
expenses in the third quarter of 1997 increased $2.7 million as compared to
the same quarter in 1996 as a result of higher usage and in the third
quarter of 1996, Washington Energy recorded a one-time benefit of $3.3
million related to a change in the accounting treatment of certain prior
environmental remediation expenses.

Operations and maintenance expenses for the nine month period ended
September 30, 1997 compared to the same period in 1996 increased $4.3
million. The increase was due primarily to transition activities, increased
amortization expense associated with the Company's conservation program and
transmission and distribution system maintenance.

Depreciation and amortization expense increased $11.0 million and $14.5
million for the three and nine month periods September 30, 1997,
respectively, from the same periods in 1996 due to the effects of a new
plant placed into service during the past year and the results of an August
1997 Washington Commission Order. The order authorized the Company to record
interest income of $8.3 million related to a conservation tax refund but
required the Company to write-off deferred storm damage costs in the amount
of $7.4 million, and establish a $1.0 million reserve to cover the costs of
a Company retail pilot program.

<PAGE>

Merger related costs recorded in the nine months ended September 30, 1997,
were $55.8 million including amounts related to transaction expenses,
employee separation and systems and facilities integration. On an after-tax
basis the charge was $36.3 million or 43 cents per share during the first
nine months of 1997.  (See Footnote 2 to the Consolidated Financial
Statements.)

Federal income taxes decreased $5.5 million for the three months ended
September 30, 1997 compared to the same period in 1996, due to lower pre-tax
operating income from continuing operations for the quarter.

Federal income taxes decreased $63.0 million for the nine months ended
September 30, 1997 from the same period in 1996 due to a number of factors.
An IRS tax refund related to the method of accounting for taxes on
conservation expenditures during the first quarter decreased federal income
taxes by $26.5 million.  In addition, there was a $17.0 million reduction
associated with a decrease in PRAM revenues of $48.6 million.  Merger costs
expensed in the first quarter further reduced federal income taxes by $19.3
million.

Other Income

Other income, net of federal income tax, increased $6.0 million and $27.3
million for the three months and nine months periods ending September 30,
1997, respectively, from the same periods in 1996. The increases were due
primarily to interest income received from the IRS on tax refunds for prior
years in connection with a plant abandonment loss, conservation tax refunds
and certain additional research and experimental credits claimed for tax
purposes.

Interest Charges

Interest charges, which consist of interest and amortization on long-term
debt and other interest, increased slightly for the three and nine month
periods ended September 30, 1997, as compared to the same periods in 1996,
due to higher levels of short-term debt and higher interest rates.

Construction expenditures (excluding Allowance for Funds Used During
Construction ("AFUDC") and Allowance for Funds Used to Conserve Energy
("AFUCE")) for the third quarter of 1997 were $61.4 million, including $2.3
million of energy conservation expenditures, compared to $54.0 million,
including $.8 million of energy conservation expenditures, for the third
quarter of 1996.  Year-to-date construction expenditures (excluding AFUDC
and AFUCE) totaled $175.3 million, including $2.7 million of conservation
expenditures, compared to $164.4 million, including $3.5 million of
conservation expenditures, for the same period in 1996.  Construction
expenditures (excluding AFUDC and AFUCE) for 1997 and 1998 are expected to
be $247 million and $249 million, respectively.  Construction expenditure
estimates are subject to periodic review and adjustment.

<PAGE>

On September 30, 1997, the Company had available $400.0 million in lines of
credit with various banks, which provide credit support for outstanding
commercial paper in the amount of $153.0 million, effectively reducing the
available borrowing capacity under these lines of credit to $247.0 million.
In addition, the Company has agreements with several banks to borrow on an
uncommitted, as available, basis at money-market rates quoted by the banks.
There are no costs, other than interest, for these arrangements.

For a discussion of Financial Accounting Standards Board ("FASB") Statement
No. 128, "Earnings Per Share", see Note 7 to the Consolidated Financial
Statements.

For a discussion of FASB Statement No. 130, "Comprehensive Income", see Note
7 to the Consolidated Financial Statements.

For a discussion of FASB Statement No. 131, "Disclosures About Segments of
an Enterprise and Related Information", see Note 7 to the Consolidated
Financial Statements.

<PAGE>

                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                           PUGET SOUND ENERGY, INC.

                                             James W. Eldredge
                                        _____________________________
                                             James W. Eldredge
                                        Corporate Secretary and Controller

Date: December 4, 1997                 Chief accounting officer and officer
                                        duly authorized to sign this report
                                        on behalf of the registrant