________________________________________________________________________

                                                           Exhibit 4-b



                       FIRST SUPPLEMENTAL INDENTURE


                                             from


                         PUGET SOUND ENERGY, INC.


                                              to


                    STATE STREET BANK AND TRUST COMPANY


                                 TRUSTEE

                              ______________


                        DATED AS OF DECEMBER 1, 1997


                          SUPPLEMENTAL TO INDENTURE


                        DATED AS OF DECEMBER 1, 1997





_____________________________________________________________________________




This FIRST SUPPLEMENTAL INDENTURE is made as of the 1st day of December, by
and PUGET SOUND ENERGY, INC., a corporation duly organized and existing under
the laws of the State of Washington (the "Company"), and STATE STREET BANK
AND TRUST COMPANY, a bank and trust company organized and existing under the
laws of the Commonwealth of Massachusetts, as trustee (the "Trustee").

WITNESSETH:  that

WHEREAS, the Company has heretofore executed and delivered its Indenture
(hereinafter referred to as the "Indenture"), made as of December 1, 1997;
and

WHEREAS, Section 2.05 of the Indenture provides that Notes shall be issued in
series and that a Company Order shall specify the terms of each issue of
Notes; and

WHEREAS, the Company desires to establish a series of Notes to be designated
"Senior Medium-Term Notes, Series A" (hereinafter sometimes referred to as
the "Series A Notes"); and

WHEREAS, Section 13.01 of the Indenture provides that the Company and the
Trustee may enter into indentures supplemental thereto for the purposes,
among others, of establishing the form of Notes or establishing or reflecting
any terms of any Note and adding to the covenants of the Company; and

WHEREAS, the execution and delivery of this First Supplemental Indenture
(herein, this "Supplemental Indenture") have been duly authorized by a
resolution adopted by the Board of Directors of the Company;

NOW, THEREFORE, this Supplemental Indenture

WITNESSETH, that, in order to set forth the terms and conditions upon which
the Series A Notes are, and are to be, authenticated, issued and delivered,
and in consideration of the sum of one dollar duly paid to it by the Trustee
at the execution of this Supplemental Indenture, the receipt whereof is
hereby acknowledged, the Company covenants and agrees with the Trustee for
the equal and proportionate benefit of the respective Holders from time to
time of the Series A Notes as follows:

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                               ARTICLE ONE
                    RELATION TO INDENTURE; DEFINITIONS

Section 1.

     This Supplemental Indenture constitutes an integral part of the
Indenture.

Section 1.2

For all purposes of this Supplemental Indenture:

     (a)  Capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the Indenture;

     (b)  All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture; and

     (c)  The terms "hereof," "herein," "hereby," "hereto," "hereunder," and
"herewith" refer to this Supplemental Indenture.

                             ARTICLE TWO

                  SENIOR MEDIUM-TERM NOTES, SERIES A

There shall be hereby established a series of Notes, known as and entitled
"Senior Medium-Term Notes, Series A."  The aggregate principal amount of the
Series A Notes shall be limited to Five Hundred Million Dollars
($500,000,000) to be initially authenticated and delivered from time to time
upon delivery to the Trustee of the documents required by Section 2.05 of the
Indenture, including, among other things, a Company Order specifying the
following with respect to each issue of the Series A Notes:  (i) any
limitations (in addition to the limitation with respect to the aggregate
principal amount of all Series A Notes) on the aggregate principal amount of
such issue of Series A Notes, (ii) the Original Issue Date or Dates for such
issue of Series A Notes, (iii) the stated maturity of such issue of Series A
Notes (provided that no Senior Note shall mature on a date less than nine
months from its Original Issue Date), (iv) the interest rate or rates, or
method of calculation of such rate or rates, for such issue of Series A
Notes, (v) the terms, if any, regarding the optional or mandatory redemption
of such issue of Series A Notes, including the redemption date or dates, if
any, and the price or prices applicable to such redemption (including any
premium), (vi) whether or not such issue of Series A Notes shall be entitled
to the benefit of any sinking fund, and the terms, if any, of such sinking
fund, (vii) whether or not such issue of Series A Notes shall be issued in
whole or in part in the form of a Global Note and, if so, the Depository for
such Global Note, (viii) the designation of such issue of Series A Notes,
(ix) if the form of such issue of Series A Notes is not as described in
Exhibit A, Exhibit B, Exhibit C or Exhibit D to the Indenture, the form of

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such Series A Notes, (x) the maximum annual interest rate, if any, of the
Series A Notes permitted for such issue, (xi) any other information necessary
to complete the Series A Notes of such issue, (xii) if prior to the
Substitution Date, the designation of the related issue of Pledged First
Mortgage Bonds being delivered to the Trustee in connection with the issuance
of such Series A Notes, (xiii) if on or after the Substitution Date, the
designation of the related issue of Pledged Substituted Mortgage Bonds, if
any, (xiv) the establishment of any office or agency pursuant to Section 6.02
of the Indenture and (xv) any other terms of such series not inconsistent
with the Indenture or this Supplemental Indenture.

                              ARTICLE THREE

                              MISCELLANEOUS

Section 3.1

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

Section 3.2

This Supplemental Indenture shall be construed in connection with and as a
part of the Indenture.

Section 3.3

(a)  If any provision of this Supplemental Indenture conflicts with another
provision of the Indenture required to be included in indentures qualified
under the Trust Indenture Act of 1939 (as enacted prior to the date of this
Supplemental Indenture) by any of the provisions of Section 310 to 317,
inclusive, of said act, such required provision shall control.

(b)  In case any one or more of the provisions contained in this Supplemental
Indenture or in the Series A Notes issued hereunder should be invalid,
illegal, or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected, impaired, prejudiced or disturbed thereby.

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Section 3.4

Whenever in this Supplemental Indenture either of the parties hereto is named
or referred to, this shall be deemed to include the successors or assigns of
such party, and all the covenants and agreements contained in this
Supplemental Indenture by or on behalf of the Company or by or on behalf of
the Trustee shall bind and inure to the benefit of the respective successors
and assigns of such parties, whether so expressed or not.

Section 3.5

(a)  This Supplemental Indenture may be simultaneously executed in several
counterparts, and all such counterparts executed and delivered, each as an
original, shall constitute but one and the same instrument.

(b)  The descriptive headings of the several Articles of this Supplemental
Indenture were formulated, used and inserted in this Supplemental Indenture
for convenience only and shall not be deemed to affect the meaning or
construction of any of the provisions hereof.

          [The remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, PUGET SOUND ENERGY, INC. has caused this Supplemental
Indenture to be signed by its President, a Vice President or its Treasurer or
Assistant Treasurer, and attested by its Secretary or an Assistant Secretary
and STATE STREET BANK AND TRUST COMPANY, has caused this Supplemental
Indenture to be signed by its President or a Vice President, and attested by
a Vice President, as of December 1, 1997.

                                             PUGET SOUND ENERGY, INC.

                                             By:      /s/  Donald E. Gaines
                                                  _________________________
                                                  Donald E. Gaines
                                                  Treasurer

ATTEST:
      /s/  James W. Eldredge
____________________________
Secretary

                            STATE STREET BANK AND TRUST COMPANY, as Trustee
                                             By:     /s/  James E. Mogavero
                                                ___________________________
                                             Name:  _______________________
                                             Its:   _______________________

ATTEST:
/s/  [signature unintelligible]
_______________________________
Authorized Officer

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