<PAGE>

                     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 March 31, 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>
Part I - FINANCIAL INFORMATION
Item 1 - Financial Statements

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

<CAPTION>
                                                                                Pro Forma
Three Months Ended March 31                                1997         1996    1996
                                                                                (Note 1)
-------------------------------------------------     ---------    ---------    ---------
<S>                                                  <C>          <C>           <C>
OPERATING REVENUES:
  Electric                                           $  299,569   $  331,009    $  331,009
  Gas                                                   156,488      120,525       148,673
  Other                                                   7,262        7,757         7,402
                                                      ---------    ---------    ---------
    Total operating revenue                             463,319      459,291       487,084
                                                      ---------    ---------    ---------
OPERATING EXPENSES:
Energy costs:
  Purchased electricity                                 128,987      121,783       121,783
  Purchased gas                                          71,961       55,777        69,465
Utility operations and maintenance                       74,112       70,700        70,829
Other operations and maintenance                          5,977        7,377         7,165
Depreciation and amortization                            38,423       36,573        36,586
Merger and related costs                                 55,789           --            --
Taxes other than federal income taxes                    46,147       43,357        45,507
Federal income taxes                                    (14,905)      36,639        41,403
                                                      ---------    ---------    ---------
    Total operating expenses                            406,491      372,206       392,738
                                                      ---------    ---------    ---------

OPERATING INCOME                                         56,828       87,085        94,346

OTHER INCOME                                              4,884        1,419         1,822
                                                      ---------    ---------    ---------
INCOME BEFORE INTEREST CHARGES                           61,712       88,504        96,168

INTEREST CHARGES                                         29,104       29,928        29,552
                                                      ---------    ---------    ---------
INCOME FROM CONTINUING OPERATIONS                        32,608       58,576        66,616

DISCONTINUED OPERATIONS                                  (2,622)         267          (419)
                                                      ---------    ---------    ---------
NET INCOME                                               29,986       58,309        66,197
Less: Preferred stock dividends accrual                   5,549        5,498         5,498
                                                      ---------    ---------    ---------
INCOME FOR COMMON STOCK                              $   24,437   $   52,811    $   60,699
                                                     ==========   ==========    ==========
COMMON SHARES OUTSTANDING - WEIGHTED AVERAGE         84,453,754   84,349,661    84,401,330
                                                     ==========   ==========    ==========
EARNINGS (LOSS) PER COMMON SHARE:
    From continuing operations                       $     0.32   $     0.63    $     0.72
    From discontinued operations                          (0.03)          --            --
                                                     ----------    ---------    ----------
EARNINGS  PER COMMON SHARE                           $     0.29   $     0.63    $     0.72
                                                     ==========   ==========    ==========

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

</TABLE>
<PAGE>        
                            PUGET SOUND ENERGY, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                  (Unaudited)

                                            ASSETS

                                                      March 31   December 31
                                                          1997          1996
-------------------------------------------------    ---------     ---------
UTILITY PLANT:
  Electric                                           $3,508,814   $3,479,652
  Gas                                                 1,175,573    1,129,849
Less: Accumulated depreciation and amortization      (1,522,328)  (1,493,024)
                                                      ---------    ---------
    Net utility plant                                 3,162,059    3,116,477
                                                      ---------    ---------

OTHER PROPERTY AND INVESTMENTS:
  Investment in Bonneville Exchange Power Contract       84,840       86,772
  Investment in Cabot                                    70,506       69,014
  Subsidiary properties and investments                  85,786       80,770
  Other                                                  28,265       43,444
                                                      ---------    ---------
    Total other property and investments                269,397      280,000
                                                      ---------    ---------

CURRENT ASSETS:
  Cash                                                      878        4,335
  Accounts receivable                                   312,031      263,245
  Less: Allowance for doubtful accounts                  (2,775)      (1,700)
  Materials and supplies, at average cost                50,228       61,638
  Prepayments and other                                   5,159       10,458
  PRAM accrued revenues                                     --        40,470
                                                      ---------    ---------
    Total current assets                                365,521      378,446
                                                      ---------    ---------

LONG-TERM ASSETS:
  Regulatory asset for deferred income taxes            275,672      242,454
  Unamortized energy conservation charges                43,563       44,673
  Other                                                 152,168      165,420
                                                      ---------    ---------
    Total long-term assets                              471,403      452,547
                                                      ---------    ---------
TOTAL ASSETS                                         $4,268,380   $4,227,470
                                                      =========    =========










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

<PAGE>

                            PUGET SOUND ENERGY, INC.
                          CONSOLIDATED BALANCE SHEETS
                             (Dollars in Thousands)
                                  (Unaudited)

                        CAPITALIZATION AND LIABILITIES


                                                      March 31   December 31
                                                          1997          1996
-------------------------------------------------    ---------     ---------

CAPITALIZATION:

  Common shareholders' investment:
    Common stock, $10 stated value,
    150,000,000 shares authorized,
    84,561,306 and 84,511,245 shares
    outstanding                                     $  845,613    $  845,112
  Additional paid-in capital                           447,446       446,910
  Earnings reinvested in the business                   87,714        86,355
                                                     ---------     ---------
                                                     1,380,773     1,378,377
Preferred stock not subject to
    mandatory redemption                               215,000       215,000
  Preferred stock subject to
    mandatory redemption                                86,640        87,839
  Long-term debt                                     1,165,595     1,165,584
                                                     ---------     ---------
    Total capitalization                             2,848,008     2,846,800
                                                     ---------     ---------
CURRENT LIABILITIES:
  Accounts payable                                      82,312        95,736
  Short-term debt                                      249,886       298,122
  Current maturities of long-term debt                  99,948       100,062
  Purchased gas liability                               23,366        41,368
  PRAM over-collections                                 17,000            --
  Accrued expenses:
    Taxes                                              116,422        57,419
    Salaries and wages                                  20,545        28,215
    Interest                                            30,101        27,173
    Other                                               70,102        51,906
                                                     ---------     ---------
    Total current liabilities                          709,682       700,001
                                                     ---------     ---------

DEFERRED INCOME TAXES                                  605,994       586,661
                                                     ---------     ---------
OTHER DEFERRED CREDITS                                 104,696        94,008
                                                     ---------     ---------
TOTAL CAPITALIZATION AND LIABILITIES                $4,268,380    $4,227,470
                                                     =========     =========





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

<PAGE>
<TABLE>
                             PUGET SOUND ENERGY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Dollars in Thousands)
                                   (Unaudited)


<CAPTION>
                                                                                Pro Forma
Three Months Ended March 31                               1997          1996         1996
                                                                                 (Note 1)
-------------------------------------------------    ---------    ----------    ---------
<S>                                                  <C>          <C>           <C>
OPERATING ACTIVITIES:
--------------------
Net income                                            $ 29,986      $ 58,309    $ 66,197
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Pre-tax loss on writedown of coal properties           4,044            --          --
  Depreciation and amortization                         38,423        36,573      36,586
  Deferred income taxes and tax credits - net          (12,844)        3,854       7,828
  PRAM accrued revenues                                 57,470        24,938      24,938
  Other                                                 13,016        (6,650)     (8,156)
  Change in certain current assets
   and liabilities                                      (6,303)       28,571      64,147
-----------------------------------------------------------------------------------------
    Net Cash Provided by Operating Activities          123,792       145,595     191,540
-----------------------------------------------------------------------------------------

INVESTING ACTIVITIES:
--------------------
Construction expenditures - excluding equity AFUDC     (63,781)      (46,729)    (50,019)
Additions to energy conservation program                  (423)       (1,725)     (1,725)
Other                                                   14,193        (2,347)     (2,398)
-----------------------------------------------------------------------------------------
    Net Cash Used by Investing Activities              (50,011)      (50,801)    (54,142)
-----------------------------------------------------------------------------------------

FINANCING ACTIVITIES:
--------------------
Decrease in short-term debt                            (36,677)      (33,457)    (69,237)
Dividends paid                                         (39,463)      (40,832)    (40,846)
Issuance of bonds                                           --        34,592          --
Issuance of common stock                                    81         1,030         880
Redemption of bonds and notes                               --       (65,140)    (35,000)
Redemption of preferred stock                           (1,200)       (1,200)     (1,200)
Other                                                      (18)           (6)         (6)
-----------------------------------------------------------------------------------------
    Net Cash Used by  Financing Activities             (77,277)     (105,013)   (145,409)
-----------------------------------------------------------------------------------------
Decrease in Cash                                        (3,496)      (10,219)     (8,011)
Cash at Beginning of Period                              4,335        21,814      21,814
Adjustment to conform fiscal year of WECo                   39            --      (1,623)
-----------------------------------------------------------------------------------------
Cash at End of Period                                 $    878      $ 11,595    $ 12,180
=========================================================================================

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, 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 yearsended 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 months ended March 31, 1996
reflect the combined results for periods ended March 31, 1996 for PSPL and
December 31, 1995 for WECo.  Pro forma financial data for the period ended
March 31, 1996 reflect results for the three months ended March 31, 1996 for
both PSPL and WECo.

Effective with the merger, WECo's 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 three months ended
March 31, 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>

                                   THREE MONTHS ENDED MARCH 31, 1996
                                       (Dollars in Thousands)
                                 ------------------------------------
                               Company           WECo    Consolidated
                               -------        -------    ------------
Revenues                      $331,795       $127,496        $459,291
Net Income                     $46,419        $11,890         $58,309
Common Dividends Declared      $29,275        $12,046         $41,321


(2)  MERGER WITH WASHINGTON ENERGY COMPANY

On February 7, 1997, the Boards of Puget Sound Power & Light Company
("PSPL") and WECo approved the merger of their respective companies
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.  The Washington Utilities and
Transportation Commission ("Washington Commission") approved the merger on
February 5, 1997.  Shareholders of the Company and WECo, voting as separate
groups had, on March 20, 1996, already given their approval to an Agreement
and Plan of Merger ("Merger Agreement") between the two companies.

Pursuant to the Merger Agreement, 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 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 3.2%.  
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 three months ending March
31, 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, systems and facilities integration costs of $7.2 million
and other costs.  The nonrecurring charge reduced net income by approximately

<PAGE>

$36.3 million ($0.43 per share) for the three months ended March 31, 1997.
In addition, merger related costs of $4.8 million were recognized in the
fourth quarter of 1996 by PSPL.

 (3)  EARNINGS PER COMMON SHARE

Earnings per common share for the three months ended March 31, 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.
Approximately $38 million of the conservation measures are included in rate
base.  The Company's total remaining unamortized conservation balance at
March 31, 1997, was $43.6 million.

(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)  LIABILITY FOR ENVIRONMENTAL MATTERS

For a discussion of environmental matters related to the Company's electric
operations, see the Company's Form 10-K for the fiscal year ended December
31, 1996.

   (a)  General

Five former WNG or predecessor companies manufactured gas plant ("MGP") sites
are currently undergoing investigation, remedial actions or monitoring
actions relating to environmental contamination:  1) Everett, Washington; 2)
"Gas Works Park" in Seattle, Washington; 3) "Tacoma 22nd and A St." Site in
Tacoma, Washington; 4) Chehalis, Washington; and 5) the "Tideflats" area of
Tacoma, Washington.

The financial statements reflect actual costs to date and management's
estimates of the costs to be incurred on an undiscounted basis, based on
known and available information with regard to the extent of contamination
and the potential methods of cleanup or containment believed to be feasible
at each site.  The Company is continually evaluating the progress at each
site and the cost estimates will be revised, if necessary, as new information

<PAGE>

is available.  The financial statements reflect receivables for the expected
recovery, from third parties, of substantially all of the remediation costs
deferred pursuant to Washington Commission authorization.

   (b)  Everett

The Company is conducting an independent remedial action at the Everett site.
Current analysis indicates that the reserve for investigation and remediation
costs of $3,250,000, previously established, is currently sufficient to cover
the expected costs at the site, exclusive of remediation costs, if any, which
may arise in connection with the adjacent Snohomish River.  Investigation and
feasibility costs of $472,000 have been incurred through March 31, 1997.  The
Everett site was previously owned and operated by other companies who are
potentially liable parties ("PLPs") for the remediation of the site.  The
cost estimate reflects the total cost expected to remediate the site before
contributions by other PLPS.

   (c)  Gas Works Park

The Company sold the site of a former manufactured gas plant at Lake Union,
now known as "Gas Works Park," to the City of Seattle in 1962.  The City of
Seattle, in a letter dated February 24, 1995, requested that the Company
participate in a cleanup of this site.  The Company believes that the
contract, by which it conveyed the land to the City of Seattle, presents
substantial defenses that mitigate its exposure for environmental remediation
costs which may be incurred at this site.

On July 15, 1996, the City of Seattle completed a preliminary study that
estimated that the remediation costs were in the range of $4.9 million to
$8.6 million exclusive of any remediation costs which may arise in connection
with the adjacent Lake Union.  The Company anticipates that in order to
resolve this matter with the City of Seattle, the potential cost may
approximate $3,200,000 which has been accrued.

   (d)  Tacoma 22nd and A St. Site and Thea Foss Waterway

The Company was the former owner of land, located upland from the Thea Foss
Waterway in Tacoma, Washington where a MGP was operated by several other
companies.  This site ("22nd and A St.") was acquired after the plant was
closed.  The site was later sold in parcels to several buyers.  Five parties,
including the Company, have been designated as PLPs at this site.  In May
1996, a consultant to the PLPs estimated the cost of remediating the Tacoma
22nd and A St. site to be approximately $4,000,000, exclusive of any
remediation costs which may arise in connection with the adjacent Thea Foss
Waterway.  Because there are multiple PLPs, the Company believes, based on
currently available information, that its maximum exposure is approximately
$700,000, which has been recorded as a liability.

The City of Tacoma has undertaken an investigation study of contamination in
the Thea Foss Waterway.  The extent of the contamination related to possible
MGP operation is not currently known, but the Company has been designated a
Potentially Responsible Party ("PRP") by the U.S. Environmental Protection
Agency ("EPA").  During the quarter ended March 31, 1997, the Company
established a reserve of $1,500,000 to reflect the initial estimates of the
remediation costs the Company may incur at this site.

   (e)  Chehalis

The Company has completed significant source control and installed
groundwater monitoring wells as part of an independent cleanup action.  In

<PAGE>

1997, the Company expects to complete groundwater monitoring at the site, at
which time a determination will be made as to what, if any, additional
remedial measures are required.  As of March 31, 1997, the financial
statements include a reserve of $270,000, which is sufficient to cover
remaining costs at the site, assuming that further remedial measures are not
required.

   (f)  Tideflats

The remediation activities at the Tideflats site were completed as of July
1995, and confirmed by the EPA in a letter dated September 28, 1995.  Ongoing
monitoring and maintenance costs are being expensed as incurred and are not
material.

In June 1991, a lawsuit was filed in Washington State Superior Court, King
County, Washington ("Superior Court"), against certain insurance companies
that provided insurance applicable to the Tideflats site at various times
dating back to the 1940's.  On June 10, 1994, the Superior Court entered a
final judgment in favor of the Company.  Under the terms of the final
judgment, the Company was entitled to collect its present and future
uncompensated reasonable and necessary costs in remediating the site from the
policies of certain insurer defendants in the action.  During 1995, the
Company settled its lawsuit with the insurance carriers in consideration of
their dismissal of the appeal of the Superior Court judgment regarding
coverage of the Tideflats remediation costs.  In September 1995, the Company
received approximately $29,000,000 in final settlement of all remaining
claims against insurance carriers regarding this site.  As a result of this
settlement and amounts previously received, the Company has recovered
substantially all the remediation costs which had been deferred.

   (g)  Expected Recoveries

The Company's financial statements as of March 31, 1997, include
environmental receivables related to these MGP sites totaling $10,798,000
primarily for expected recoveries from insurance carriers, based upon the
successful litigation against its insurers regarding the Tideflats site, and
other PLPs.  Although the factual situations at the other sites differ in
some respects from the factual situation at the Tideflats site, the Company
believes, based on the precedents established in the Tideflats case and
discussion with legal counsel, that it is probable that it has insurance
coverage sufficient to recover costs not recovered from other PLPs.  In the
event that recoveries from insurance and other PLPs are not sufficient, the
Company, under an agreement with the Washington Commission, will seek
recovery of such unreimbursed costs in future customer rates.

Based on all known facts and analyses, the Company believes it is not likely
that the identified environmental liabilities will result in a material
adverse impact on the Company's financial position, operating results or cash
flow trends.

<PAGE>

(7)  Consolidated Statements of Cash Flows

The following provides additional information concerning cash flow
activities:

<TABLE>
<CAPTION>
                                                                                   1996
Three Months Ended March 31                               1997        1996    Pro Forma
---------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
Changes in current asset and current liabilities:
  Accounts receivable                                 $(27,979)   $(20,004)    $  7,381
  Materials and supplies                                 7,511       6,804        9,889
  Prepayments and Other                                  5,773         331        1,833
  Purchased gas liability                              (12,476)     14,079       18,308
  Accounts payable                                     (35,455)    (15,059)     (12,417)
  Accrued expenses and Other                            56,323      42,420       39,153
---------------------------------------------------------------------------------------
Net change in current assets and current liabilities  $ (6,303)   $ 28,571     $ 64,147
=======================================================================================
Cash payments:
  Interest (net of capitalized interest)              $ 27,424    $ 28,086     $ 29,084
  Income taxes                                        $(48,073)   $  1,000     $  1,000
---------------------------------------------------------------------------------------
</TABLE>

(8)  Litigation

On September 6, 1994, Cost Management Services, Inc. ("Cost Management"), a
Mercer Island, Washington, company involved in the purchase and resale of
natural gas, filed an action against WNG in District Court. Cost Management
alleged that WNG monopolized or attempted to monopolize the market for the
sale of natural gas in central western Washington.  Cost Management also
alleged WNG failed to charge its customers in accordance with the prices,
terms and conditions set forth in tariffs filed by WNG with the Washington
Commission and that it wrongfully interfered with Cost Management's
relationships with its customers.  Cost Management sought injunctive relief
and damages in an unspecified amount.  WNG filed a motion to dismiss the
lawsuit, which was granted on May 5, 1995.  In dismissing Cost Management's
action the court ruled that the state action doctrine provides antitrust
immunity for conduct pursuant to a clearly articulated and actively
supervised state policy, where unfettered competition is replaced with
regulation.  In dismissing the federal antitrust claims, the court declined
to retain jurisdiction over Cost Management's state law claims, which were
dismissed without prejudice.  Cost Management then filed its state claims in
Superior Court.  That case was stayed by agreement of the parties, pending
resolution of the federal court action.  Cost Management filed an appeal of
the federal court dismissal in the Court of Appeals.  The parties on November
22, 1995, filed briefs with the Court of Appeals and arguments were presented
on August 8, 1996.  The Court of Appeals issued a decision which reversed the
District Court's dismissal of the case and remanded the case to the District
Court for rehearing.  The Court of Appeals ruled if Cost Management's claims
were assumed to be true for purposes of the Appellate Review, the lower
court's dismissal was improper.  No ruling was made on the merits of any of
Cost Management's claims.  Neither the outcome nor the financial exposure
from this lawsuit can be predicted at this time.

(9)  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

<PAGE>

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.

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 simplifies the standards for computing earnings per
share.  The Company will adopt Statement No. 128 for the year ending December
31, 1997.  Management believes that it will not have a material impact on the
computation of earnings per share.

<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 have 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 March 31, 1997, was $30 million on
operating revenues of $463.3 million, compared with net income of $66.2
million on operating revenues of $487.1 million for the same period in 1996.
Income for common stock was $24.4 million for the first quarter of 1997
compared to $60.7 million for the first quarter of 1996.  Earnings per share
were $0.29 for the first quarter of 1997 compared to $0.72 for the first
quarter of 1996 based on 84.5 million and 84.4 million weighted average
common shares outstanding, respectively.

The decrease in net income and earnings per share 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.  Excluding the impact of these charges, continuing
operations produced quarterly earnings of $.75 per share, a 4 percent
increase compared to combined earnings of $.72 per share for the Company and
WECo during the same quarter one year ago.

Total kilowatt-hour sales were 6.8 billion, including 1.1 billion in sales
to other utilities, for the first quarter of 1997, compared to 6.7 billion,
including 1.0 billion in sales to other utilities, for the first quarter of
1996.

Total gas volumes were 370.2 million therms, including 76.2 million therms
in transportation volumes for the three months ended March 31, 1997,
compared to 352.6 million therms, including 68.3 million therms of
transportation, for the same period in 1996.

The Company's operating revenues and associated expenses are not generated
evenly during the year.  Variations in energy usage by consumers do occur
from season to season and from month to month within a season, primarily as
a result of 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 and the energy requirements of other utilities.

Temperatures during the three months ended March 31, 1997, averaged 42.5
degrees, compared to a 30-year average of 43.1 degrees and an average of
43.1 degrees during the same period in 1996.

<PAGE>
                          Comparative Periods Ending
                       March 31, 1997 vs. March 31, 1996
                             Increase (Decrease)

                                                      Three Month Periods
                                                      -------------------
                                                         (In Millions)

Operating revenue changes
  PRAM revenues                                             $(86.2)
  BPA Residential Purchase & Sale Agreement                   (0.3)
  Sales to other utilities                                     4.7
  Load and other changes                                      50.2
  Gas revenue change                                           7.8
                                                              -----
    Total operating revenue change                           (23.8)

Operating expense changes
  Energy Costs:
    Purchased electricity                                      7.2
    Purchased gas                                              2.5
  Utility operations and maintenance                           3.3
  Other operations and maintenance                            (1.2)
  Depreciation and amortization                                1.8
  Merger costs                                                55.8
  Taxes other than federal income taxes                        0.7
  Federal income taxes                                       (56.3)
                                                              -----
    Total operating expense change                            13.8

Other income                                                   3.1

Interest charges                                              (0.5)
                                                              -----
  Income from continuing operations                         $(34.0)

Discontinued operations                                        2.2
                                                             -----
  Net income change                                         $(36.2)
                                                              ====

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

Operating Revenues - Electric

Operating revenues for the three months ended March 31, 1997 include a $48.6
reduction associated with 1991-1994 Conservation IRS tax refund and related
interest received in the first quarter.  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 the first quarter of 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

<PAGE>

of the tax refunds discussed above, will be refunded to customers in the
second quarter of 1997.  Also, on September 30, 1996, the Washington
Commission issued 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 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 the general rate increase approved in the merger order and
additional reductions in operating expenses.

Revenues from kilowatt-hour sales, excluding PRAM, were higher in the first
quarter of 1997 as compared to the same period in 1996 due to continued
growth in the number of customers and slightly colder temperatures in the
Company's service territory in the first quarter of 1997 as compared to the
same period in 1996.

Operating Revenues - Gas

Gas operating revenues for the quarter ended March 31, 1997 increased by
$7.8 million from the prior year quarter. Total gas volumes increased 5%
from 352.6 million therms to 370.2 million therms. During the quarter, there
was some shifting of commercial and industrial customers from interruptible
sales to transportation service.  This resulted in a decrease in
interruptible gas sales revenue from $8.2 million to $6.7 million. In the
current rate design, the Company earns the same margin on transportation
service as it does on large volume gas sales.  The primary reason for the
increase in gas sales volumes and gas sales revenues in the quarter ended
March 31, 1997, was increased load due to customer growth of approximately
20,000 compared to March 1996 and slightly colder temperatures in the
Company's service territory in the first quarter of 1997 as compared to the
same period in 1996.

Operating Expenses

Purchased electricity expenses increased $7.2 million for the first quarter
of 1997 compared to the same period in 1996.  The increase was due primarily
to decreased credits of $9.7 million associated with the Residential
Purchase and Sale Agreement with BPA.  The decrease in funding of these
credits was partially offset by lower levels of firm purchased power
expense.

Purchased gas expenses increased $2.5 million for the first quarter of 1997
compared to the first quarter of 1996 primarily due to increased volumes of
purchases to serve increased customer growth.

<PAGE>

Operations and maintenance expenses increased $2.1 million in the first
quarter of 1997 compared to the same period in 1996.  The increase was due
primarily to a $0.8 million increase in amortization expense associated with
the Company's  conservation program and a $1.0 million increase in electric
distribution expenses related to storm damage restoration repairs.

Depreciation and amortization expense increased $1.8 million for the first
quarter of 1997 from the same period in 1996 due to the effects of new plant
placed into service during the past year.

Merger related costs recorded in the quarter 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.  (See Footnote 2 to the Consolidated Financial
Statements)

Federal income taxes decreased $56.3 million for the first quarter of 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
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.  These decreases were partially offset by an
increase of $6.1 million due to higher pre-tax operating income from
continuing operations.

AFUDC, which does not represent current cash income, is normally included in
other income and as an offset to interest expense.  For the three month
periods ending March 31, 1997 and March 31, 1996, AFUDC was $1.2 million and
$1.5 million, respectively.

Other Income

Other income, net of federal income tax, increased $3.1 million in the first
quarter of 1997 from the same period in 1996.  The increase was due
primarily as a result of interest income from the IRS on the Conservation
Tax Refund.

Interest Charges

Interest charges, which consist of interest and amortization on long-term
debt and other interest, decreased $0.5 million for the first quarter of
1997 compared to the same period in 1996 due to lower levels of outstanding
short-term debt and lower short-term interest rates.

Construction expenditures (excluding AFUDC and AFUCE) for the first quarter
of 1997 were $63.8 million, including $.4 million of energy conservation
expenditures, compared to $50.0 million, including $1.7 million of energy
conservation expenditures, for the first quarter of 1996.  Construction
expenditures (excluding AFUDC and AFUCE) for 1997 and 1998 are expected to
be $247 million and $249 million, respectively.  Cash provided by operations
(net of dividends, AFUDC and AFUCE) as a percentage of construction
expenditures (excluding AFUDC and AFUCE) were 130% and 297% for the first
quarters of 1997 and 1996, respectively.  Construction expenditure estimates
are subject to periodic review and adjustment.

On March 31, 1997, the Company had available $401.5 million in lines of
credit with various banks, which provide credit support for outstanding
commercial paper of $249.9 million, effectively reducing the available
borrowing capacity under these lines of credit to $151.6 million.  In

<PAGE>

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.

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 simplifies the standards for computing earnings per
share.  The Company will adopt Statement No. 128 for the year ending December
31, 1997.  Management believes that it will not have a material impact on the
computation of earnings per share.

<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: November 13, 1997                 Chief accounting officer and officer
                                        duly authorized to sign this report
                                        on behalf of the registrant