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                                  UTILX CORPORATION


      As Filed with the Securities and Exchange Commission on February 16, 1999

                                                               File No. 0-16821


                         SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C.  20549

                              ----------------------

                                      EXHIBITS

                                         TO

                             QUARTERLY REPORT FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998

                                       UNDER

                        THE SECURITIES EXCHANGE ACT OF 1934


                              ----------------------

                                 UTILX CORPORATION

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                                  INDEX TO EXHIBITS

<TABLE>
<CAPTION>

     EXHIBIT
     NUMBER         DESCRIPTION
     -------        -----------
     <S>            <C>
     27.1           Financial Data Schedule.  Filed herewith.

     10.40          Loan Modification Agreement between Registrant and Bank of America
                    NW, N.A., doing business as Seafirst Bank, successor by name change
                    to Seattle-First National bank, dated February 4, 1999.  Filed
                    herewith.

     10.41          Settlement Agreement and Mutual Release of Claims between UTILX
                    Corporation, Power Cable Restoration, Inc. and Ronald E. Aleshire,
                    signed on December 30, 1998 and January 12, 1999.  Filed herewith.

</TABLE>

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                                                                  EXHIBIT 27.1


                                 UTILX CORPORATION

                              FINANCIAL DATA SCHEDULE

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                                                                 EXHIBIT 10.40
SEAFIRST BANK  MEMBER FDIC
                                                             LOAN MODIFICATION
                                                                     AGREEMENT

This Loan Modification Agreement ("Agreement") is made between UTILX 
CORPORATION, a Delaware Corporation ("Borrower") and BANK OF AMERICA NATIONAL 
TRUST AND SAVINGS ASSOCIATION doing business as SEAFIRST BANK, successor by 
merger to Seattle-First National Bank ("Bank").

RECITALS:

A.   The parties hereto entered into that certain Credit Agreement 
     dated December 2, 1994, as amended by those certain Loan 
     Modification Agreements dated October 24, 1995, May 16, 1996,  
     November 27, 1996, September 30, 1997, November 10, 1997, June 2, 
     1998, June 12, 1997, June 16, 1998 and January 4, 1999 (as the 
     same has been and may hereafter be amended from time to time, the 
     "Credit Agreement").  Subject to the terms and conditions set 
     forth in the Credit Agreement, Bank has agreed to make a 
     revolving loans ("Revolving Loans") to Borrower in the maximum 
     aggregate principal amount of $7,500,000 and to issue letters of 
     credit ("Letters of Credit") on Borrower's behalf. The aggregate 
     face amount of all outstanding Letters of Credit is $505,000.

C.   Pursuant to the terms of the Loan agreement, the aggregate 
     principal amount of the Revolving Loans plus the aggregate face 
     amount of the Letters of Credit ("Credit Utilization") may not 
     exceed the "Borrowing Base" as defined in the Credit Agreement.

D.   Based on Borrower's operating experience it is anticipated that 
     the Credit Utilization has exceeded and will in the future 
     continue to exceed the Borrowing Base.  Borrower has requested 
     that Bank amend the definition of Borrowing Base in the Credit 
     Agreement, which Bank is prepared to do on the following terms 
     and conditions:

AGREEMENT:

1.   DEFINITIONS. Capitalized terms not otherwise defined herein shall 
     have the meanings given in the Credit Agreement.

2.   AMENDMENTS TO LOAN AGREEMENT. The Loan Agreement is amended as 
     follows:

     2.1  In Article 1, amendments are made to the definitions, as follows:

          (a)  The definition of "Borrowing Base" is amended and restated
               to read as follows:

                    BORROWING BASE shall mean the sum of (i) the accounts
               receivable borrowing base calculated in accordance with the
               Customer Borrowing Plan, PLUS (ii) $500,000 for the period
               commencing February 4, 1999 and ending February 28, 1999.

          (b)  The definition of "Customer Borrowing Plan" is added to
               read as follows:

                    CUSTOMER BORROWING PLAN shall mean that certain Seafirst
               Bank Customer Borrowing Plan Assigned Accounts Receivable dated
               January
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               4, 1999 between Borrower and Bank, as the same has may be am 
               restated or replaced from time.

          (c)  The definition of "Reference Rate" is added to read as follows:

                    REFERENCE RATE shall mean, on any day, the rate of interest
               publicly announced from time to time by Bank of America National
               Trust and Savings Association (or any successor, "Bank of
               America") in San Francisco, California, as its "Reference Rate."
               The Reference Rate is set based on various factors, including
               Bank of America's costs and desired return, general economic
               conditions, and other factors, and is used as a reference point
               for pricing some loans. Bank of America may price loans to its
               customers at, above, or below the Reference Rate. Any change in
               the Reference Rate shall take effect at the opening of business
               on the day specified in the public announcement of a change in
               the Reference Rate.

          (d)  The definition of "Prime Rate" shall mean "Reference Rate" and
               the definition of "Prime-Related Rate" shall mean
               "Reference-Related Rate."

          (e)  The definition of "Reference-Related Rate" is added to read as
               follows:

                    REFERENCE- RELATED RATE shall mean a per annum rate two 
               percent (2%) above the Reference Rate, as the Reference Rate 
               may vary from time to time.

          (f)  The definition of "Termination Date" is amended and restated 
               to read as follows:

                    TERMINATION Date shall mean April 4, 1999, or such earlier
               date upon which Bank's commitment to lend is terminated pursuant
               to Subsection 9.2(a).

          (g)  The definition of "Unfunded Capital Expenditures" is added to
               read as follows:

                    UNFUNDED CAPITAL EXPENDITURES shall mean for any period, 
               the sum of all expenditures by Borrower during such period for
               equipment, fixed assets, real property or improvements, or for
               replacements or substitutions therefor or additions thereto, 
               that have a useful life of more than one year less the aggregate
               principal amount of all indebtedness (other than the Revolving
               Loans) assumed or incurred by Borrower during such period for 
               the purpose of financing such capital expenditures.

     2.2  AMENDMENTS TO ARTICLE 3.  Sections 3.1 and 3.2 are hereby amended and
          restated as follows:

                    3.1 REIMBURSEMENT. If there is a draw under a standby letter
               of credit issued by Bank on Borrower's behalf ("Letter of 
               Credit"), Borrower shall on demand immediately reimburse Bank 
               for the amount of the draw.  Bank may on that date make an 
               Advance in the amount of the draw, whether or not a Default 
               exists or Borrower has requested an Advance, and apply the 
               Advance to reimburse the amount of the draw. Bank shall in 
               addition have all rights provided in the Application and 
               Agreement for Standby Credit ("L/C Agreement") executed by 
               Borrower in connection

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               with the issuance of such Letter of Credit. Any default under 
               an L/C Agreement shall be a Default.

                    3.2 TRANSACTION FEES. Borrower shall on demand pay all
               transaction fees according to Bank's then-outstanding standard
               fee schedule on all drafts, transfers, extensions and other
               transactions in regard to the Letters of Credit, and reimburse
               Bank for all out-of-pocket costs, legal fees, and expenses.

     2.3  AMENDMENTS TO ARTICLE 4.  Section 4.1 is hereby amended and restated
          as follows and Sections 4.2 through 4.8 are hereby deleted:

                    4.1 INTEREST RATES AND PAYMENT DATE. The Revolving Note
               shall bear interest from the date of Advance on the unpaid 
               principal balance outstanding from time to time at the 
               Reference-Related Rate and all accrued interest shall be 
               payable in arrears on each Interest Payment Date.

     2.4  AMENDMENTS TO ARTICLE 4A. Section 4A.1 is hereby amended and restated
          as follows:

                    4A.1 COLLATERAL. As security for the prompt payment and
               performance of all Obligations, Borrower has granted or will
               grant to Bank a first lien security interest in all of Borrower's
               inventory, accounts, chattel paper, equipment and general
               intangibles, and all proceeds thereof, including those
               constituting documents, instruments or deposit accounts (the
               "Collateral"). All terms used in the preceding sentence shall
               have the meaning given to such terms under the UCC.

     2.5  AMENDMENTS TO SECTION 7.12.  Section 7.12 is hereby amended and
          restated as follows:

                    7.12 BORROWING BASE. The sum of (a) outstanding principal
               balance of the Revolving Note PLUS (b) the face amount of all
               Letters of Credit outstanding shall at all times not exceed the
               Borrowing Base. Borrower shall with each request for borrowing or
               issuance of a Letter of Credit hereunder, and in any event not
               less often than weekly, provide Bank a certificate of Borrower's
               chief financial officer certifying compliance with this Section
               7.12.

     2.6  ADDITION OF SECTION 7.13.  Section 7.13 is hereby added as follows:

                    7.13 COMPLIANCE WITH BORROWING PLAN. Borrower shall fully
               and timely perform all terms of the Customer Borrowing Plan, the
               terms of which are hereby incorporated into this Agreement.

     2.7  ADDITION OF SECTION 8.11.  Section 8.11 is hereby added as follows:

                    8.11 CAPITAL EXPENDITURES.  Make any Unfunded Capital
               Expenditures, except during the period commencing January 4, 1999
               and ending April 4, 1999 Borrower shall be permitted to make
               Unfunded Capital Expenditures not to exceed $200,000 in the
               aggregate.

     2.8  AMENDMENTS TO SECTION 10.2. The notice address for Bank set forth in
          Section 10.2 is hereby  amended and restated read as follows:

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          BANK:

          BANK OF AMERICA NATIONAL TRUST
               AND SAVINGS ASSOCIATION
          800 Fifth Ave, 29th Floor
          Seattle, WA 98104
          Attn: Raymond R. Anderson

     2.9  AMENDMENTS TO EXHIBIT A. Exhibit A is hereby amended and restated 
          as set forth in Exhibit A attached hereto.

     3.   CONDITIONS TO EFFECTIVENESS. Notwithstanding anything contained herein
          to the contrary, this Agreement shall not become effective until each
          of the following conditions is fully and simultaneously satisfied:

     3.1  DELIVERY OF AGREEMENT. Borrower and Bank shall have executed and
          delivered to each other counterparts of this Agreement;

     3.2  DELIVERY OF NOTE. Borrower shall have executed and delivered to Bank a
          promissory note substantially in the form of Exhibit A attached hereto
          (the "Note");

     3.3  DELIVERY OF AMENDMENT. Borrower and Bank shall have executed and
          delivered to each other counterparts of the Amendment to Security
          Agreement substantially in the form of Exhibit B attached hereto (the
          "Amendment");

     3.4  DELIVERY OF LOCKBOX AGREEMENT. Borrower shall have executed and
          delivered to Bank that certain Lockbox Agreement dated as of January
          5, 1999 among Borrower, Bank and NationsBank Corporation;

     3.5  DELIVERY OF FINANCING STATEMENTS. Borrower shall have executed and
          delivered to Bank such UCC Financing Statements and UCC Financing
          Statement Amendments as Bank may request.

     3.6  CORPORATE AUTHORITY. Bank shall have received such evidence of
          corporate authority and action as Bank shall request demonstrating
          that the execution, delivery and performance of this Agreement, the
          Note and the Amendment has been duly authorized by Borrower;

     3.7  LOAN FEE. Bank shall have received a loan fee in the amount of $28,125
          in respect of Bank's commitment to make Revolving Loans, of which
          $18,750 has been received by Bank, and all of which shall be deemed
          fully earned and non-refundable when paid;

     3.8  INVESTMENT BANKING FIRM. Bank shall have received such evidence that
          the Board of Directors of Borrower has adopted a resolution
          authorizing Borrower to retain an investment banking firm to
          investigate (a) a sale of Borrower or its assets and (b) alternate
          sources of financing for Borrower.

     3.9  REPRESENTATIONS TRUE. Except as disclosed in Borrower's December 31,
          1998 financial statements, the representations of Borrower as set 
          forth in Article 6 of the Credit Agreement  shall be true on and as 
          of the date of this Agreement with the same force and 
          effect as if made on and as of this date; and

     3.10 OTHER DOCUMENTS. Bank shall have received such other documents,
          instruments and undertakings as Bank may reasonably request.

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<PAGE>

4.   REPRESENTATIONS AND WARRANTIES. Borrower hereby represents and warrants to
     Bank that (a) except as disclosed in Borrower's December 31, 1998 financial
     statements, each of the representations and warranties set forth in Article
     6 of the Credit Agreement and (b) each of the representations and
     warranties set forth in that certain Authorization for Loans and Related
     Activities (Corporation) dated December 30, 1998 executed by Ronald M.
     Dohr, Vice President-Human Resources, are true and correct in each case as
     if made on and as of the date of this Agreement and Borrower expressly
     agrees that it shall be an additional Event of Default under the Credit
     Agreement if any representation or warranty made hereunder shall prove to
     have been incorrect in any material respect when made.

5.   NO FURTHER AMENDMENT. Except as expressly modified by this Agreement, the
     Note or the Amendment or any other prior amendments, all other terms,
     conditions and definition of the Credit Agreement, and all other notes,
     security agreements, guaranties, deeds of trust, mortgages, and other
     instruments or agreements entered into in connection with the Credit
     Agreement, shall remain unmodified and in full force and effect and the
     parties hereby ratify their respective obligations thereunder. Without
     limiting the foregoing, Borrower expressly reaffirms and ratifies its
     obligation to pay or reimburse Bank on request for all reasonable expenses,
     including legal fees, actually incurred by Bank in connection with the
     preparation of this Agreement, the Note and the Amendment, and the closing
     of the transactions contemplated hereby and thereby.

6.   MISCELLANEOUS.

     6.1  ENTIRE AGREEMENT. This Agreement, the Note and the Amendment comprise
          the entire agreement of the parties with respect to the subject matter
          hereof and supersedes all prior oral or written agreements,
          representations or commitments.

     6.2  COUNTERPARTS. This Agreement may be executed in any number of
          counterparts and by different parties hereto in separate counterparts,
          each of which when so executed shall be deemed to be an original, and
          all of which taken together shall constitute one and the same
          Agreement.

     6.3  GOVERNING LAW. This Agreement and the other agreements provided for
          herein and the rights and obligations of the parties hereto and
          thereto shall be construed and interpreted in accordance with the laws
          of the State of Washington, excluding its conflict of laws rules.

     6.4  ORAL AGREEMENTS NOT ENFORCEABLE.

          ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR
          TO FOREBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE
          UNDER WASHINGTON LAW.

This Agreement is dated as of February 4, 1999.  Borrower acknowledges, 
having read all of the provisions of this Agreement and Borrower agrees to 
its terms.

Bank:                                      Borrower:

BANK OF AMERICA NATIONAL TRUST AND         UTILX CORPORATION
SAVINGS ASSOCIATION doing business as
SEAFIRST BANK

By  /s/ Raymond R. Anderson                By  /s/ William M. Weisfield
    -----------------------                    ------------------------
Raymond R. Anderson,                       William M. Weisfield,
Vice President                             Chief Executive Officer

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