<PAGE>
                                                                   Exhibit 3



                                   BYLAWS

                                     OF

                           PUGET SOUND ENERGY, INC.












































____________________________________________________________________________
Originally adopted on:  May 19, 1997

                                   CONTENTS
SECTION 1. OFFICES.................................................     1

SECTION 2. SHAREHOLDERS............................................     1
   2.1  Annual Meeting.............................................     1
   2.2  Special Meetings...........................................     1
   2.3  Date, Time and Place of Meeting............................     1
   2.4  Business for Shareholders' Meetings........................     1
        2.4.1 Business at Annual Meetings....... ..................     1
        2.4.2 Business at Special Meetings...... ..................     2
        2.4.3 Notice to Corporation................ ...............     2
   2.5  Notice of Meeting..........................................     2
   2.6  Fixing of Record Date for Determining Shareholders.........     2
   2.7  Voting Record..............................................     3
   2.8  Quorum.....................................................     3
   2.9  Manner of Acting...........................................     3
   2.10 Proxies....................................................     4
   2.11 Voting for Directors.......................................     4

SECTION 3. BOARD OF DIRECTORS......................................     4
3.1  General Powers................................................     4
3.2  Number and Tenure.............................................     4
3.3  Nomination and Election.......................................     4
     3.3.1 Nomination..............................................     4
     3.3.2 Election................................................     5
3.4  Annual and Regular Meetings...................................     5
3.5  Special Meetings..............................................     6
3.6  Meetings by Communications Equipment..........................     6
3.7  Notice of Special Meetings....................................     6
     3.7.1 Personal Delivery.......................................     7
     3.7.2  Delivery by Mail.......................................     7
     3.7.3 Delivery by Private Carrier.............................     7
     3.7.4 Facsimile Notice........................................     7
     3.7.5 Delivery by Telegraph...................................     7
     3.7.6 Oral Notice.............................................     8
     3.7.7 In Emergency............................................     8
3.8  Waiver of Notice..............................................     8
     3.8.1 In Writing..............................................     8
     3.8.2 By Attendance...........................................     8
3.9  Quorum........................................................     8
3.10 Manner of Acting..............................................     8
3.11 Action by Board or Committees Without a Meeting...............     8
3.12 Resignation...................................................     8
3.13 Removal.......................................................     8
3.14 Vacancies.....................................................     8
3.15 Compensation..................................................     8
3.16 Executive and Other Committees................................     9
     3.16.1 Creation of Committees.................................     9
     3.16.2 Authority of Committees................................     9








SECTION 4. OFFICERS................................................     9
4.1  Election and Term.............................................     9
4.2  Resignation...................................................     9
4.3  Removal.......................................................     9
4.4  Chief Executive Officer.......................................    10
4.5  Chairman of the Board.........................................    10
4.6  President.....................................................    10
4.7  Vice President................................................    10
4.8  Secretary.....................................................    10
4.9  Treasurer.....................................................    11
4.10 Salaries......................................................    11

SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER..............    11
5.1  Issuance of Shares                                                11
5.2  Certificates for Shares.......................................    11
5.3  Stock Records.................................................    11
5.4  Transfer of Shares............................................    12
5.5  Lost or Destroyed Certificates................................    12

SECTION 6. INDEMNIFICATION.........................................    12
6.1  Right to Indemnification......................................    12
6.2  Right of Indemnitee to Bring Suit.............................    13
6.3  Nonexclusivity of Rights......................................    13
6.4  Insurance, Contracts and Funding..............................    13
6.5  Indemnification of Employees and Agents of the Corporation....    14
6.6  Persons Serving Other Entities................................    14

SECTION 7. AMENDMENTS..............................................    14





























                                   BYLAWS
                                     OF
                           PUGET SOUND ENERGY, INC.


                             SECTION 1. OFFICES

     The principal office of the corporation shall be located at the
principal place of business or such other place as the Board of Directors
("Board") may designate.  The corporation may have such other offices as the
Board may designate or as the business of the corporation may require from
time to time.

                          SECTION 2. SHAREHOLDERS
2.1  Annual Meeting

     The annual meeting of the shareholders shall be held the second Tuesday
of May in each year, or on such other date as the Board shall determine, for
the purpose of electing Directors and transacting such other business as may
properly come before the meeting.  If the day fixed for the annual meeting is
a legal holiday at the place of the meeting, the meeting shall be held on the
next succeeding business day.  In the event that such annual meeting is not
held on the date herein provided or as designated by the Board, the Board
shall cause such meeting to be held as soon thereafter as shall be
convenient.

2.2  Special Meetings

     Special meetings of the shareholders may be called by the Board for any
purpose.  Further, a special meeting of the shareholders shall be held if the
holders of not less than 10% of all the votes entitled to be cast on any
issue proposed to be considered at such special meeting have dated, signed
and delivered to the Secretary one or more written demands for such meeting,
describing the purpose or purposes for which it is to be held.

2.3  Date, Time and Place of Meeting

     Except as otherwise provided herein, all meetings of shareholders,
including those held pursuant to demand by shareholders as provided herein,
shall be held on such date and at such time and place designated by or at the
direction of the Board.

2.4  Business for Shareholders' Meetings

     2.4.1 Business at Annual Meetings

     In addition to the election of directors, other proper business may be
transacted at an annual meeting of shareholders, provided that such business
is properly brought before such meeting.  To be properly brought before an
annual meeting, business must be (a) brought by or at the direction of the
Board or (b) brought before the meeting by a shareholder pursuant to written
notice thereof, in accordance with subsection 2.4.3 hereof, and received by
the Secretary not fewer than 120 nor more than 150 days prior to the date of
such annual meeting established pursuant to subsection 2.1 hereof (or, if
less than 120 days' notice or prior public disclosure of the date of the

                                      1

annual meeting is given or made to the shareholders, not later than the tenth
day following the day on which the notice of the date of the annual meeting
was mailed or such public disclosure was made).  Any shareholder notice shall
set forth (i) the name and address of the shareholder proposing such
business; (ii) a representation that the shareholder is entitled to vote at
such meeting and a statement of the number of shares of the corporation that
are beneficially owned by the shareholder; (iii) a representation that the
shareholder intends to appear in person or by proxy at the meeting to propose
such business; and (iv) as to each matter the shareholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the meeting,
the language of the proposal (if appropriate), and any material interest of
the shareholder in such business.  No business shall be conducted at any
annual meeting of shareholders except in accordance with this subsection
2.4.1.  If the facts warrant, the Board, or the chairman of an annual meeting
of shareholders, may determine and declare that (a) a proposal does not
constitute proper business to be transacted at the meeting or (b) business
was not properly brought before the meeting in accordance with the provisions
of this subsection 2.4.1 and, if, in either case, it is so determined, any
such business not properly brought before the meeting shall not be
transacted.  The procedures set forth in this subsection 2.4.1 for business
to be properly brought before an annual meeting by a shareholder are in
addition to, and not in lieu of, the requirements set forth in Rule 14a-8
under Section 14 of the Securities Exchange Act of 1934, or any successor
provision.

     2.4.2 Business at Special Meetings

     At any special meeting of the shareholders, only such business as is
specified in the notice of such special meeting given by or at the direction
of the person or persons calling such meeting, in accordance with
subsection 2.5 hereof, shall come before such meeting.

     2.4.3 Notice to Corporation

     Any written notice required to be delivered by a shareholder to the
corporation pursuant to subsection 2.4.1 or subsection 2.4.2 hereof must be
given, either by personal delivery or by registered or certified mail,
postage prepaid, to the Secretary at the corporation's executive offices in
the City of Bellevue, State of Washington.

2.5  Notice of Meeting

     Written notice stating the place, day and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting
is called shall be given by or at the direction of the Board, the Chairman of
the Board, the President or the Secretary to each shareholder entitled to
notice of or to vote at the meeting not less than 10 nor more than 60 days
before the meeting, except as may be otherwise required by law.

2.6  Fixing of Record Date for Determining Shareholders

     For the purpose of determining shareholders entitled (a) to notice of or
to vote at any meeting of shareholders or any adjournment thereof, (b) to
demand a special meeting, or (c) to receive payment of any dividend, or in

                                      2

order to make a determination of shareholders for any other purpose, the
Board may fix a future date as the record date for any such determination.
Such record date shall be not more than 70 days, and in case of a meeting of
shareholders not less than 10 days, prior to the date on which the particular
action requiring such determination is to be taken.  If no record date is
fixed for the determination of shareholders entitled to notice of or to vote
at a meeting, the record date shall be the day immediately preceding the date
on which notice of the meeting is first given to shareholders.  Such a
determination shall apply to any adjournment of the meeting unless the Board
fixes a new record date, which it shall do if the meeting is adjourned to a
date more than 120 days after the date fixed for the original meeting.  If no
record date is fixed for the determination of shareholders entitled to
receive payment of any stock dividend or distribution (other than one
involving a purchase, redemption or other acquisition of the corporation's
shares), the record date shall be the date the Board authorizes the stock
dividend or distribution.

2.7  Voting Record

     At least 10 days before each meeting of shareholders, an alphabetical
list of the shareholders entitled to notice of such meeting shall be made,
arranged by voting group and by each class or series of shares therein, with
the address of and number of shares held by each shareholder.  This record
shall be kept at the principal office of the corporation for 10 days prior to
such meeting, and shall be kept open at such meeting, for the inspection of
any shareholder or any shareholder's agent.

2.8  Quorum

     A majority of the votes entitled to be cast on a matter by the holders
of shares that, pursuant to the Articles of Incorporation or the Washington
Business Corporation Act, are entitled to vote and be counted collectively
upon such matter, represented in person or by proxy, shall constitute a
quorum of such shares at a meeting of shareholders.  If less than a majority
of such votes are represented at a meeting, a majority of the votes so
represented may adjourn the meeting from time to time without further notice
if the new date, time or place is announced at the meeting before
adjournment.  Any business may be transacted at a reconvened meeting that
might have been transacted at the meeting as originally called, provided a
quorum is present or represented thereat.  Once a share is represented for
any purpose at a meeting other than solely to object to holding the meeting
or transacting business thereat, it is deemed present for quorum purposes for
the remainder of the meeting and any adjournment thereof (unless a new record
date is or must be set for the adjourned meeting) notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.

2.9  Manner of Acting

     If a quorum is present, action on a matter other than the election of
Directors shall be approved if the votes cast in favor of the action by the
shares entitled to vote and be counted collectively upon such matter exceed
the votes cast against such action by the shares entitled to vote and be
counted collectively thereon, unless the Articles of Incorporation or the
Washington Business Corporation Act requires a greater number of affirmative
votes.

                                      3
2.10 Proxies

     A shareholder may vote by proxy executed in writing by the shareholder
or by his or her attorney-in-fact or agent.  Such proxy shall be effective
when received by the Secretary or other officer or agent authorized to
tabulate votes.  A proxy shall become invalid 11 months after the date of its
execution, unless otherwise provided in the proxy.  A proxy with respect to a
specified meeting shall entitle the holder thereof to vote at any reconvened
meeting following adjournment of such meeting but shall not be valid after
the final adjournment thereof.

2.11 Voting for Directors

     Each shareholder entitled to vote at an election of Directors may vote,
in person or by proxy, the number of shares owned by such shareholder for as
many persons as there are Directors to be elected and for whose election such
shareholder has a right to vote, or (unless otherwise provided in the
Articles of Incorporation) each such shareholder may cumulate such
shareholder's votes by distributing among one or more candidates as many
votes as are equal to the number of such Directors multiplied by the number
of such shareholder's shares.  Unless otherwise provided in the Articles of
Incorporation, the candidates elected shall be those receiving the largest
number of votes cast, up to the number of Directors to be elected.

                        SECTION 3. BOARD OF DIRECTORS

3.1  General Powers

     All corporate powers shall be exercised by or under the authority of,
and the business and affairs of the corporation shall be managed under the
direction of, the Board, except as may be otherwise provided in these Bylaws,
the Articles of Incorporation or the Washington Business Corporation Act.

3.2  Number and Tenure

     The Board shall be composed of not less than nine Directors, the exact
number to be specified by the Board.  The number of Directors may be changed
from time to time by the Board, but may not be fewer than nine nor more than
25.  No decrease in the number of Directors shall have the effect of
shortening the term of any incumbent Director.  Whenever under the provisions
of the Articles of Incorporation the holders of Preferred Stock or Preference
Stock of the corporation shall be entitled, voting as a separate group, to
elect Directors, the provisions of the Articles of Incorporation with regard
to fixing the number of Directors constituting the full Board, the election
of Directors, their tenure of office, the filling of vacancies on the Board
and the removal of Directors, shall control.

3.3  Nomination and Election

     3.3.1 Nomination

     Only persons who are nominated in accordance with the following
procedures shall be eligible for election as Directors.  Nominations for the
election of Directors may be made (a) by or at the direction of the Board or
(b) by any shareholder of record entitled to vote for the election of

                                      4
Directors at such meeting; provided, however, that a shareholder may nominate
persons for election as Directors only if written notice (in accordance with
subsection 2.4.3 hereof) of such shareholder's intention to make such
nominations is received by the Secretary (i) with respect to an election to
be held at an annual meeting of the shareholders, not fewer than 120 nor more
than 150 days prior to the date of such annual meeting established pursuant
to subsection 2.1 hereof (or if less than 120 days' notice or prior public
disclosure of the date of the annual meeting is given or made to the
shareholders, not later than the tenth day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made) and (ii) with respect to an election to be held at a special
meeting of the shareholders for the election of Directors, not later than the
close of business on the seventh business day following the date on which
notice of such meeting is first given to shareholders.  Any such
shareholder's notice shall set forth (a) the name and address of the
shareholder who intends to make a nomination; (b) a representation that the
shareholder is entitled to vote at such meeting and a statement of the number
of shares of the corporation that are beneficially owned by the shareholder;
(c) a representation that the shareholder intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the
notice; (d) as to each person the shareholder proposes to nominate for
election or re-election as a Director, the name and address of such person
and such other information regarding such nominee as would be required in a
proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had such nominee been nominated by the Board, and a
description of any arrangements or understandings, between the shareholder
and such nominee and any other persons (including their names), pursuant to
which the nomination is to be made; and (e) the consent of each such nominee
to serve as a Director if elected.  If the facts warrant, the Board, or the
chairman of a shareholders' meeting at which Directors are to be elected,
shall determine and declare that a nomination was not made in accordance with
the foregoing procedure and, if it so determined, the defective nomination
shall be disregarded.  The right of shareholders to make nominations pursuant
to the foregoing procedure is subject to the rights of the holders of any
class or series of shares having a preference over the Common Stock as to
dividends or upon liquidation.  The procedures set forth in this
subsection 3.3.1 for nomination for the election of Directors by shareholders
are in addition to, and not in limitation of, any procedures now in effect or
hereafter adopted by or at the direction of the Board or any committee
thereof.

     3.3.2 Election

     Unless otherwise provided in the Articles of Incorporation, at each
election of Directors, the persons receiving the greatest number of votes, up
to the number of Directors to be elected, shall be the Directors.

3.4  Annual and Regular Meetings

     By resolution, the Board, or any committee thereof, may specify the time
and place for holding regular and annual meetings thereof without notice
other than such resolution.




                                      5
3.5  Special Meetings

     Special meetings of the Board or any committee designated by the Board
may be called by or at the request of the Chairman of the Board, the Chief
Executive Officer, the President, a Vice President, the Secretary or, in the
case of special Board meetings, any two Directors and, in the case of any
special meeting of any committee designated by the Board, by the Chairman
thereof.  The person or persons authorized to call special meetings may fix
any place either within or without the State of Washington as the place for
holding any special Board or committee meeting called by them.

3.6  Meetings by Communications Equipment

     Members of the Board or any committee designated by the Board may
participate in a meeting of such Board or committee by, or conduct the
meeting through the use of, any means of communication by which all Directors
participating in the meeting can hear each other during the meeting.
Participation by such means shall constitute presence in person at a meeting.
3.7  Notice of Special Meetings

     Notice of a special Board or committee meeting stating the place, day
and hour of the meeting shall be given to a Director in writing or orally.
Neither the business to be transacted at, nor the purpose of, any special
meeting need be specified in the notice of such meeting.

     3.7.1 Personal Delivery

     If notice is given by personal delivery, the notice shall be effective
if delivered to a Director at least one day before the meeting.

     3.7.2 Delivery by Mail

     If notice is delivered by mail, the notice shall be deemed effective if
deposited in the official government mail at least five days before the
meeting, properly addressed to a Director at his or her address shown on the
records of the corporation, with postage thereon prepaid.

     3.7.3 Delivery by Private Carrier

     If notice is given by private carrier, the notice shall be deemed
effective when dispatched to a Director at his or her address shown on the
records of the corporation at least two days before the meeting.

     3.7.4 Facsimile Notice

     If notice is delivered by wire or wireless equipment that transmits a
facsimile of the notice, the notice shall be deemed effective when dispatched
at least one day before the meeting to a Director at his or her telephone
number or other number appearing on the records of the corporation.

     3.7.5 Delivery by Telegraph

     If notice is delivered by telegraph, the notice shall be deemed
effective if the content thereof is delivered to the telegraph company for
delivery to a Director at his or her address shown on the records of the
corporation at least two days before the meeting.
                                      6

     3.7.6 Oral Notice

     If notice is delivered orally, by telephone or in person, the notice
shall be deemed effective if personally given to the Director at least one
day before the meeting.

     3.7.7 In Emergency

     The foregoing notwithstanding, in case of exigency, the Chairman of the
Board or President, or in their absence the Secretary, may prescribe that
shorter notice be given in person or by telephone, telegraph, private carrier
or facsimile.

3.8  Waiver of Notice

     3.8.1 In Writing

    Whenever any notice is required to be given to any Director under the
provisions of these Bylaws, the Articles of Incorporation or the Washington
Business Corporation Act, a waiver thereof in writing, signed by the person
or persons entitled to such notice and delivered to the corporation, whether
before or after the date and time of the meeting, shall be deemed equivalent
to the giving of such notice.  Neither the business to be transacted at, nor
the purpose of, any regular or special meeting of the Board or any committee
designated by the Board need be specified in the waiver of notice of such
meeting.

     3.8.2 By Attendance

     A Director's attendance at or participation in a Board or committee
meeting shall constitute a waiver of notice of such meeting, unless the
Director at the beginning of the meeting, or promptly upon his or her
arrival, objects to holding the meeting or transacting business thereat and
does not thereafter vote for or assent to action taken at the meeting.

3.9  Quorum

     One-third of the number of Directors fixed by or in the manner provided
in these Bylaws, but not less than three Directors, shall constitute a quorum
for the transaction of business at any Board meeting but, if less than such
number are present at a meeting, a majority of the Directors present may
adjourn the meeting from time to time without further notice.

3.10 Manner of Acting

     If a quorum is present when the vote is taken, the act of the majority
of the Directors present at a Board meeting shall be the act of the Board,
unless the vote of a greater number is required by these Bylaws, the Articles
of Incorporation or the Washington Business Corporation Act.

3.11 Action by Board or Committees Without a Meeting

     Any action that could be taken at a meeting of the Board or of any
committee created by the Board may be taken without a meeting if one or more
written consents setting forth the action so taken are signed by each of the

                                      7
Directors or by each committee member either before or after the action is
taken and delivered to the corporation.  Action taken by written consent of
Directors without a meeting is effective when the last Director signs the
consent, unless the consent specifies a later effective date.  Any such
written consent shall be inserted in the minute book as if it were the
minutes of a Board or a committee meeting.

3.12 Resignation

     Any Director may resign at any time by delivering written notice to the
Chairman of the Board, the President, the Secretary or the Board.  Any such
resignation is effective upon delivery thereof unless the notice of
resignation specifies a later effective date and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.

3.13 Removal

     At a meeting of shareholders called expressly for that purpose, one or
more members of the Board, including the entire Board, may be removed with or
without cause (unless the Articles of Incorporation permit removal for cause
only) by the holders of the shares entitled to elect the Director or
Directors whose removal is sought if the number of votes cast to remove the
Director exceeds the number of votes cast not to remove the Director.  If the
Articles of Incorporation permit cumulative voting in the election of
Directors, then a Director may not be removed if the number of votes
sufficient to elect such Director if then cumulatively voted at an election
of the entire Board or, if there are classes of Directors, at an election of
the class of Directors of which such Director is a part, is voted against the
Director's removal.

3.14 Vacancies

     Unless the Articles of Incorporation provide otherwise, any vacancy
occurring on the Board may be filled by the shareholders, the Board or, if
the Directors in office constitute fewer than a quorum, by the affirmative
vote of a majority of the remaining Directors.  Any vacant office held by a
Director elected by the holders of one or more classes or series of shares
entitled to vote and be counted collectively thereon shall be filled only by
the vote of the holders of such class or series of shares.  A Director
elected to fill a vacancy shall serve only until the next election of
Directors by the shareholders.

3.15 Compensation

     Directors shall receive such compensation for their services as
Directors and as members of committees, as may be fixed from time to time by
resolution of the Board and expenses, if any, may be allowed for attendance
at meetings of the Board or committees thereof; provided that nothing herein
contained shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.  Any
compensation so fixed by the Board shall be subject to revision by the
shareholders.

                                      8

3.16 Executive and Other Committees

     3.16.1 Creation of Committees

     By resolution, the Board may create standing or temporary committees,
including an Executive Committee, and appoint members thereto from its own
number and invest such committees with such powers as it may see fit, subject
to such conditions as may be prescribed by the Board, these Bylaws and
applicable law, including the Washington Business Corporation Act.  Each
committee must have two or more members, who shall serve at the pleasure of
the Board.

     3.16.2 Authority of Committees

     Each committee shall have and may exercise all the authority of the
Board to the extent provided in the resolution of the Board creating the
committee and any subsequent resolutions pertaining thereto and adopted in
like manner, except that no such committee shall have the authority to:  (1)
authorize or approve a distribution except according to a general formula or
method prescribed by the Board, (2) approve or propose to shareholders
actions or proposals required by the Washington Business Corporation Act to
be approved by shareholders, (3) fill vacancies on the Board or any committee
thereof, (4) adopt, amend or repeal Bylaws, (5) amend the Articles of
Incorporation pursuant to RCW 23B.10.020, (6) approve a plan of merger not
requiring shareholder approval, or (7) authorize or approve the issuance or
sale or contract for sale of shares, or determine the designation and
relative rights, preferences and limitations of a class or series of shares
except that the Board may authorize a committee or a senior executive officer
of the corporation to do so within limits specifically prescribed by the
Board.

                            SECTION 4. OFFICERS

4.1  Election and Term

     The officers of the corporation shall be those officers elected or
appointed from time to time by the Board and shall hold office for such
period, have such authority and perform such duties as may be prescribed.
Any two or more offices may be held by the same person.  Unless otherwise
provided in a resolution of the Board, a duly elected or appointed officer
may appoint one or more officers or assistant officers.  Unless an officer
dies, resigns or is removed from office, he or she shall hold office until
his or her successor is appointed.

4.2  Resignation

     Any officer may resign at any time by delivering written notice thereof
to the corporation.  Any such resignation is effective upon delivery thereof,
unless the notice of resignation specifies a later effective date, and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

4.3  Removal

     Any officer may be removed by the Board at any time, with or without
cause.
                                      9

4.4  Chief Executive Officer

     If appointed, the Chief Executive Officer shall preside at all meetings
of the Board and shareholders and shall have such other powers as the Board
shall by resolution from time to time prescribe.  The Chief Executive Officer
shall, subject to the control of the Board, supervise and control all the
assets, business and affairs of the corporation.  The Chief Executive Officer
need not be a Director of the corporation.

4.5  Chairman of the Board

     If appointed, the Chairman of the Board shall preside over the meetings
of the Board and shareholders in the absence of the Chief Executive Officer
and shall perform duties commonly incident to his office, except that if
there shall be a Chief Executive Officer, the Chairman of the Board shall
not, unless the Chief Executive Officer is absent or disabled, perform such
duties as are by these Bylaws or by resolution of the Board delegated
exclusively to the Chief Executive Officer.  The Chairman of the Board must
be a Director of the corporation.

4.6  President

     If appointed, the President shall preside over meetings of the Board and
shareholders in the absence of both the Chairman of the Board and the Chief
Executive Officer and shall perform the duties commonly incident to his
office, except that if there shall be a Chairman of the Board or a Chief
Executive Officer the President shall not, unless the Chairman of the Board
and the Chief Executive Officer are absent or disabled, perform such duties
as are by these Bylaws or by resolution of the Board delegated exclusively to
the Chairman of the Board or the Chief Executive Officer, as the case may be.
The President shall perform such other duties as are prescribed by the Board
from time to time.  The President need not be a Director of the corporation.

4.7  Vice President

     In the event of the death or disability of the President or his or her
inability to act, any Vice President shall perform the duties and have the
powers of the President, except as may be limited by resolution of the Board,
with all the powers of and subject to all the restrictions upon the
President.  Vice Presidents shall perform such other duties as from time to
time may be assigned to them by or at the direction of the Board.

4.8  Secretary

     If appointed, the Secretary shall be responsible for preparation of
minutes of the meetings of the Board and shareholders, maintenance of the
corporation records and stock registers, and authentication of the
corporation's records and shall in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be
assigned to him by or at the direction of the Board.  In the absence of the
Secretary, an Assistant Secretary may perform the duties of the Secretary.





                                     10

4.9  Treasurer

     If appointed, the Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in
banks, trust companies or other depositories selected in accordance with the
provisions of these Bylaws, and in general perform all of the duties incident
to the office of Treasurer and such other duties as from time to time may be
assigned to him or her by or at the direction of the Board.  In the absence
of the Treasurer, an Assistant Treasurer may perform the duties of the
Treasurer.  The Treasurer shall be the chief financial and accounting officer
of the corporation unless the Board shall have designated to a Vice President
or Controller to serve as principal financial or accounting officer.  If
required by the Board, the Treasurer or any Assistant Treasurer shall give a
bond for the faithful discharge of his or her duties in such amount and with
such surety or sureties as the Board shall determine.

4.10 Salaries

     The salaries of the officers shall be fixed from time to time by the
Board or by any person or persons to whom the Board has delegated such
authority.  No officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the corporation.

           SECTION 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER

5.1  Issuance of Shares

     No shares of the corporation shall be issued unless authorized by the
Board, or by a committee designated by the Board to the extent such committee
is empowered to do so.

5.2  Certificates for Shares

     Certificates representing shares of the corporation shall be signed,
either manually or in facsimile, by the Chief Executive Officer, the Chairman
of the Board, the President or any Vice President and by the Treasurer or any
Assistant Treasurer or the Secretary or any Assistant Secretary and shall
include on their face written notice of any restrictions that may be imposed
on the transferability of such shares.  To the extent any certificate
requires signature by the corporation's transfer agent or registrar, such
signatures may be either manual or in facsimile.  All certificates shall be
consecutively numbered or otherwise identified.

5.3  Stock Records

     The stock transfer books shall be kept at the principal office of the
corporation or at the office of the corporation's transfer agent or
registrar.  The name and address of each person to whom certificates for
shares are issued, together with the class and number of shares represented
by each such certificate and the date of issue thereof, shall be entered on
the stock transfer books of the corporation.  The person in whose name shares
stand on the books of the corporation shall be deemed by the corporation to
be the owner thereof for all purposes.

                                     11

5.4  Transfer of Shares

     The transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation pursuant to authorization or document
of transfer made by the holder of record thereof or by his or her legal
representative, who shall furnish proper evidence of authority to transfer,
or by his or her attorney-in-fact authorized by power of attorney duly
executed and filed with the Secretary of the corporation.  All certificates
surrendered to the corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificates for a like number
of shares shall have been surrendered and cancelled.

5.5  Lost or Destroyed Certificates

     In the case of a lost, destroyed or mutilated certificate, a new
certificate may be issued therefor upon such terms and indemnity to the
corporation as the Board may prescribe.

                         SECTION 6.  INDEMNIFICATION

6.1  Right to Indemnification

     Each person who was, is or is threatened to be made a named party to or
is otherwise involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter, a "Proceeding"), by reason of
the fact that he or she is or was a Director or officer of the corporation
or, that being or having been such a Director or officer or an employee of
the corporation, he or she is or was serving at the request of an executive
officer of the corporation as a Director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust or other
enterprise (hereinafter, an "Indemnitee"), whether the basis of a Proceeding
is alleged action in an official capacity as such a Director, officer,
employee or agent or in any other capacity while serving as such a Director,
officer, employee or agent, shall be indemnified and held harmless by the
corporation to the full extent permitted by applicable laws as then in effect
against all expense, liability and loss (including counsel fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
actually and reasonably incurred or suffered by such Indemnitee in connection
therewith, and such indemnification shall continue as to an Indemnitee who
has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the Indemnitee's heirs, executors and administrators;
provided, however, that no indemnification shall be provided to any such
Indemnitee if the corporation is prohibited by the nonexclusive provisions of
the Washington Business Corporation Act or other applicable laws then in
effect from paying such indemnification; and provided, further, that except
as provided in subsection 6.2 hereof with respect to proceedings seeking to
enforce rights to indemnification, the corporation shall indemnify any such
Indemnitee in connection with a Proceeding (or part thereof) initiated by
such Indemnitee only if a Proceeding (or part thereof) was authorized or
ratified by the Board.  The right to indemnification conferred in this
Section shall be a contract right and shall include the right to be paid by
the corporation the expenses incurred in defending any Proceeding in advance
of its final disposition (hereinafter, an "Advancement of Expenses").  Any
Advancement of Expenses shall be made only upon delivery to the corporation

                                     12
of an undertaking (hereinafter, an "Undertaking") by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by final judicial decision from which there is no further right to
appeal that such Indemnitee is not entitled to be indemnified for such
expenses under this Section and (a) upon delivery to the corporation of a
written affirmation (hereinafter, an "Affirmation") by the Indemnitee of his
or her good faith belief such Indemnitee has met the standard of conduct
necessary for indemnification by the corporation pursuant to this Section or
(b) upon such determination (hereinafter, a "Determination") as may be
permitted or required by the Washington Business Corporation Act or other
applicable law.

6.2  Right of Indemnitee to Bring Suit

     If a claim under subsection 6.1 hereof is not paid in full by the
corporation within 60 days after a written claim has been received by the
corporation, except in the case of a claim for an Advancement of Expenses, in
which case the applicable period shall be 20 days, the Indemnitee may at any
time thereafter bring suit against the corporation to recover the unpaid
amount of the claim.  If successful in whole or in part, in any such suit or
in a suit brought by the corporation to recover an Advancement of Expenses
pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to
be paid also the expense of prosecuting or defending such suit.  The
Indemnitee shall be presumed to be entitled to indemnification under this
Section upon submission of a written claim (and, in an action brought to
enforce a claim for an Advancement of Expenses, where the required
Undertaking and Affirmation or Determination have been tendered to or made by
the corporation) and thereafter the corporation shall have the burden of
proof to overcome the presumption that the Indemnitee is so entitled.
Neither the failure of the corporation (including its Board, independent
legal counsel or shareholders) to have made a determination prior to the
commencement of such suit that indemnification of the Indemnitee is proper in
the circumstances nor an actual determination by the corporation (including
its Board, independent legal counsel or shareholders) that the Indemnitee is
not so entitled to indemnification shall be a defense to the suit or create a
presumption that the Indemnitee is not so entitled.


6.3  Nonexclusivity of Rights

     The right to indemnification and the Advancement of Expenses conferred
in this Section shall not be exclusive of any other right that any person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation or Bylaws of the corporation, general or specific action of the
Board, contract or otherwise.

6.4  Insurance, Contracts and Funding

     The corporation may maintain insurance, at its expense, to protect
itself and any Director, officer, employee or agent of the corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the corporation would
have the power to indemnify such person against such expense, liability or
loss under the Washington Business Corporation Act.  The corporation may
enter into contracts with any Director, officer, employee or agent of the

                                     13
corporation in furtherance of the provisions of this Section and may create a
trust fund, grant a security interest or use other means (including, without
limitation, a letter of credit) to ensure the payment of such amounts as may
be necessary to effect indemnification as provided in this Section.

6.5  Indemnification of Employees and Agents of the Corporation

     The corporation may, by action of the Board, grant rights to
indemnification and Advancement of Expenses to employees and agents of the
corporation with the same scope and effect as the provisions of this Section
with respect to the indemnification and Advancement of Expenses of Directors
and officers of the corporation or pursuant to rights granted pursuant to, or
provided by, the Washington Business Corporation Act or otherwise.

6.6  Persons Serving Other Entities

     Any person who is or was a Director, officer or employee of the
corporation who is or was serving (a) as a Director or officer of another
corporation of which a majority of the shares entitled to vote in the
election of its Directors is held by the corporation or (b) in an executive
or management capacity in a partnership, joint venture, trust or other
enterprise of which the corporation or a wholly owned subsidiary of the
corporation is a general partner or has a majority ownership shall be deemed
to be so serving at the request of an executive officer of the corporation
and entitled to indemnification and Advancement of Expenses under
subsection 6.1 hereof.

                            SECTION 7.  AMENDMENTS

     These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted by a majority vote of the entire Board, except that the Board may not
repeal or amend any Bylaw that the shareholders have expressly provided, in
amending or repealing such Bylaw, may not be amended or repealed by the
Board.  The shareholders may also alter, amend and repeal these Bylaws or
adopt new Bylaws.  All Bylaws made by the Board may be amended, repealed,
altered or modified by the shareholders.

     The foregoing Bylaws were adopted by the Board of Directors on April 8,
1997.


                                               s/s James W. Eldredge
                                               ---------------------
                                                   James W. Eldredge
                                                      Secretary











                                     14