PUGET SOUND POWER & LIGHT CO /WA/
10-Q, 1994-08-15
ELECTRIC SERVICES
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<PAGE>
===========================================================================

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549


                                 FORM 10-Q

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

           For the quarterly period ended June 30, 1994

           OR

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

           For the transition period from ________ to ________


                       -----------------------------
                       Commission File Number 1-4393
                       -----------------------------


                    PUGET SOUND POWER & LIGHT COMPANY
           (Exact name of registrant as specified in its charter)

           Washington                                  91-0374630
           (State or other jurisdiction of       (I.R.S. Employee
           incorporation or organization)     Identification No.)


         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 June 30,
1994 was 63,629,416.

===========================================================================
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
                      Puget Sound Power & Light Company
                      CONSOLIDATED STATEMENTS OF INCOME

                                              Three Months Ended June 30
                                                       1994         1993
                                                    -------      -------
                                                         (Unaudited)
                                                (Thousands except shares
                                                  and per share amounts)

OPERATING REVENUES                                 $263,612     $237,617
                                                    -------      -------
OPERATING EXPENSES:
 Operation:
  Purchased and interchanged power                   86,494       68,340
  Fuel                                                8,786        6,597
  Other                                              53,826       43,842
 Maintenance                                         13,744       13,802
 Depreciation and amortization                       30,230       27,738
 Taxes other than federal income taxes               24,512       23,123
 Federal income taxes                                10,441       11,136
                                                    -------      -------
    Total operating expenses                        228,033      194,578
                                                    -------      -------
OPERATING INCOME                                     35,579       43,039
                                                    -------      -------
OTHER INCOME:
 Allowance for funds used during construction -
  equity portion                                        152          493
 Miscellaneous - net of taxes                         3,189        4,121
                                                    -------      -------
    Total other income                                3,341        4,614
                                                    -------      -------
INCOME BEFORE INTEREST CHARGES                       38,920       47,653
                                                    -------      -------
INTEREST CHARGES
 Interest and amortization on long-term debt         20,881       21,518
 Allowance for funds used during
  construction - debt portion                          (888)        (772)
 Other                                                1,155          694
                                                    -------      -------
    Total interest charges                           21,148       21,440
                                                    -------      -------
NET INCOME                                           17,772       26,213
DEDUCT:                                             -------      -------
 Preferred stock dividend accrual                     3,980        4,286
                                                    -------      -------
INCOME FOR COMMON STOCK                            $ 13,792     $ 21,927
                                                    =======      =======
COMMON SHARES OUTSTANDING -
 WEIGHTED AVERAGE                                63,629,416   59,138,460
EARNINGS PER COMMON SHARE (Note a)                    $0.22        $0.37
DIVIDENDS PAID PER COMMON SHARE                       $0.46        $0.46
<PAGE>
                      Puget Sound Power & Light Company
                      CONSOLIDATED STATEMENTS OF INCOME

                                                 Six Months Ended June 30
                                                        1994         1993
                                                     -------      -------
                                                          (Unaudited)
                                                 (Thousands except shares
                                                   and per share amounts)

OPERATING REVENUES                                  $592,834     $561,591
                                                     -------      -------
OPERATING EXPENSES:
 Operation:
  Purchased and interchanged power                   186,224      148,894
  Fuel                                                21,080       28,665
  Other                                              106,104       89,237
 Maintenance                                          25,102       24,694
 Depreciation and amortization                        60,105       58,577
 Taxes other than federal income taxes                54,045       52,521
 Federal income taxes                                 40,704       43,042
                                                     -------      -------
    Total operating expenses                         493,364      445,630
                                                     -------      -------
OPERATING INCOME                                      99,470      115,961
                                                     -------      -------
OTHER INCOME:
 Allowance for funds used during construction -
  equity portion                                         192          923
 Miscellaneous - net of taxes                          7,031        7,408
                                                     -------      -------
    Total other income                                 7,223        8,331
                                                     -------      -------
INCOME BEFORE INTEREST CHARGES                       106,693      124,292
                                                     -------      -------
INTEREST CHARGES:
 Interest and amortization on long-term debt          41,737       43,456
 Allowance for funds used during
  construction - debt portion                         (1,611)      (1,463)
 Other                                                 2,267        1,403
                                                     -------      -------
    Total interest charges                            42,393       43,396
                                                     -------      -------
NET INCOME                                            64,300       80,896
                                                     -------      -------
DEDUCT:
 Preferred stock dividend accrual                      7,808        8,626
                                                     -------      -------
INCOME FOR COMMON STOCK                             $ 56,492     $ 72,270
                                                     =======      =======
COMMON SHARES OUTSTANDING -
 WEIGHTED AVERAGE                                 63,629,416   58,952,475
EARNINGS PER COMMON SHARE (Note a)                     $0.89        $1.23
DIVIDENDS PAID PER COMMON SHARE                        $0.92        $0.91
<PAGE>
                      Puget Sound Power & Light Company
                         CONSOLIDATED BALANCE SHEETS

                                   ASSETS

                                                     June 30   December 31
                                                        1994          1993
                                                    ---------    ---------
                                                          (Unaudited)
                                                    (Thousands of Dollars)
UTILITY PLANT:
 Electric Plant, at original cost (including
  construction work in progress of $100,700,000
  and $97,932,000, respectively)                   $3,188,022    3,134,747
  Less: Accumulated depreciation                    1,020,879      981,535
                                                    ---------    ---------
    Net utility plant                               2,167,143    2,153,212
                                                    ---------    ---------

OTHER PROPERTY AND INVESTMENTS:
 Investment in Bonneville Exchange Power
  Contract (Note b)                                   104,701      108,002
 Investment in terminated generating projects           4,267       12,612
 Investments in and advances to subsidiaries           68,192       90,423
 Energy conservation loans to customers                 1,734        2,284
 Other investments, at cost                            16,342       15,960
                                                    ---------    ---------
    Total other property and investments              195,236      229,281
                                                    ---------    ---------

CURRENT ASSETS:
 Cash                                                   6,270        3,445
 Accounts receivable                                   96,753       90,863
 Estimated unbilled revenue                            46,700       89,266
 PRAM accrued revenues                                 41,183       37,212
 Materials and supplies, at average cost               54,120       52,383
 Prepayments and Other                                  5,093        5,185
                                                    ---------    ---------
    Total current assets                              250,119      278,354
                                                    ---------    ---------

LONG-TERM ASSETS:
 Regulatory asset - SFAS No. 109                      273,533      280,639
 Unamortized energy conservation charges (Note c)     240,153      231,331
 PRAM accrued revenues (net of current portion)        59,328       47,795
 Unamortized debt expense                               8,512        8,550
 Other                                                115,634      111,968
                                                    ---------    ---------
    Total long-term assets                            697,160      680,283
                                                    ---------    ---------
    TOTAL ASSETS                                   $3,309,658   $3,341,130
                                                    =========    =========
<PAGE>
                      Puget Sound Power & Light Company
                         CONSOLIDATED BALANCE SHEETS
                        CAPITALIZATION AND LIABILITIES

                                                     June 30    December 31
                                                        1994           1993
                                                    ---------     ---------
                                                          (Unaudited)
                                                     (Thousands of Dollars)
CAPITALIZATION:
 Shareholders' investment:
  Common stock, $10 stated value, 80,000,000
    shares authorized, 63,629,416 shares
    outstanding                                    $  636,294    $  636,294
  Additional paid-in capital                          328,622       329,922
  Earnings reinvested in the business                 218,212       220,259
                                                    ---------     ---------
    Total common equity                             1,183,128     1,186,475
 Preferred stock not subject to
  mandatory redemption                                125,000       115,000
 Preferred stock subject to
  mandatory redemption                                 91,267        93,176
 Long-term debt                                     1,071,235     1,036,079
                                                    ---------     ---------
    Total capitalization                            2,470,630     2,430,730
                                                    ---------     ---------
CURRENT LIABILITIES
 Accounts payable                                      46,584        53,449
 Short-term debt                                       94,308       149,306
 Current maturities of long-term debt                   8,000        23,000
 Accrued expenses:
  Taxes                                                34,663        39,124
  Salaries and wages                                   24,882        26,289
  Interest                                             24,853        23,832
 Other                                                 23,037        22,216
                                                    ---------     ---------
    Total current liabilities                         256,327       337,216
                                                    ---------     ---------
DEFERRED TAXES:
 Deferred income taxes                                530,937       528,665
 Deferred investment tax credits                          933         1,142
                                                    ---------     ---------
    Total deferred taxes                              531,870       529,807
                                                    ---------     ---------
OTHER DEFERRED CREDITS:
 Customer advances for construction                    20,723        19,131
 Other                                                 30,108        24,246
                                                    ---------     ---------
    Total other deferred credits                       50,831        43,377

ACCUMULATED PROVISION FOR SELF-INSURANCE                   --            --
CONTINGENCIES                                              --            --
                                                    ---------     ---------
TOTAL CAPITALIZATION AND LIABILITIES               $3,309,658    $3,341,130
                                                    =========     =========
<PAGE>
                      Puget Sound Power & Light Company
                    CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                 Six Months Ended June 30
                                                        1994         1993
                                                     -------      -------
                                                          (Unaudited)
                                                    (Thousands of Dollars)
OPERATING ACTIVITIES:
- --------------------
Net income                                          $ 64,300     $ 80,896
Adjustments to reconcile net income to
 net cash provided by operating activities:
  Depreciation and amortization                       60,105       58,577
  Deferred income taxes and tax credits - net          9,170       21,271
  AFUDC - equity portion                                (192)        (923)
  PRAM accrued revenues - net                        (15,504)     (39,058)
  Other                                               21,003       (5,466)
  Change in certain current assets
    and liabilities (Note d)                          24,139       47,381
- -------------------------------------------------------------------------
    Net Cash Provided by Operating Activities        163,021      162,678
- -------------------------------------------------------------------------
INVESTING ACTIVITIES:
- --------------------
Construction expenditures - excluding equity AFUDC   (67,109)     (72,591)
Additions to energy conservation program             (22,188)     (32,390)
Decrease in energy conservation loans                    550          901
Cash received from subsidiary                         30,136           --
Other (including advances to subsidiaries)            (6,433)      (1,493)
- -------------------------------------------------------------------------
    Net Cash Used by Investing Activities            (65,044)    (105,573)
- -------------------------------------------------------------------------
FINANCING ACTIVITIES:
- --------------------
Decrease in short-term debt                          (54,998)      (8,250)
Dividends paid (net of newly issued shares
 totaling $12,584,000 in 1993)                       (66,346)     (49,444)
Issuance of common stock                                  --        7,921
Issuance of preferred stock                           50,000           --
Issuance of bonds                                     85,000       93,460
Redemption of bonds and notes                        (65,005)    (216,048)
Redemption of preferred stock                        (41,849)        (606)
Issue costs of bonds and stock                        (1,954)      (1,175)
- -------------------------------------------------------------------------
    Net Cash Used by Financing Activities            (95,152)    (174,142)
- -------------------------------------------------------------------------
Increase (Decrease) in Cash                            2,825     (117,037)
Cash at Beginning of Period                            3,445      121,106
- -------------------------------------------------------------------------
Cash at End of Period                               $  6,270     $  4,069
=========================================================================
<PAGE>
                        NOTES TO FINANCIAL STATEMENTS

(a)  Earnings Per Common Share

Earnings per common share for the three and six months ended June 30, 1994
and 1993 have been computed by dividing income for common stock by the
weighted average number of common shares outstanding.

(b)  Investment in Bonneville Exchange Power Contract

The Company has a five percent interest, as a tenant in common with three
other investor-owned utilities and Washington Public Power Supply System
("WPPSS"), in the WPPSS Unit 3 project.  The Unit 3 project is a partially
constructed 1,240,000 kilowatt nuclear generating plant at Satsop,
Washington, which was in a state of extended construction delay instituted
by the Bonneville Power Administration ("BPA") and WPPSS in 1983.  Unit 3
was recently terminated by WPPSS and the other owners.  Under the terms of a
settlement agreement (the "Settlement Agreement"), which includes a
Settlement Exchange Agreement ("Bonneville Exchange Power Contract") between
the Company and BPA dated September 17, 1985, the Company is receiving
electric power (the "Bonneville Exchange Power") from the federal power
system resources marketed by the BPA for a period of approximately 30.5
years which commenced January 1, 1987.  The Settlement Agreement settled the
claims of the Company against WPPSS and BPA relating to the construction
delay of the WPPSS Unit 3 project.

In its general rate order issued on January 17, 1990, the Washington
Utilities and Transportation Commission (the "Washington Commission") found
that all WPPSS Unit 3/Bonneville Exchange Power costs had been prudently
incurred.  Under terms of the order, approximately two-thirds or $97 million
of the investment in Bonneville Exchange Power is included in rate base and
amortized on a straight-line basis over the remaining life of the Bonneville
Exchange Power Contract (amortization is included in "Purchased and
interchanged power").  The remainder of the Company's investment is being
recovered in rates over ten years, without a return during the recovery
period.  Beginning in 1990, the related amortization is included in
"Depreciation and amortization," pursuant to a Federal Energy Regulatory
Commission ("FERC") accounting directive.

Statement of Financial Accounting Standards No. 90 ("Statement No. 90")
requires that amounts recoverable through rates be adjusted to their present
value using a discount rate as specified in Statement No. 90.  In the fourth
quarter of 1989, the Company adjusted its investment account downward by
$21.2 million.  The impact of the adjustment on net income, net of the $7.2
million deferred tax benefit, was approximately $14 million.  The discount
to present value in 1989 is being amortized to other income over the ten-
year recovery period.

Several issues in the litigation relating to WPPSS Unit 3, including claims
on behalf of WPPSS Unit 5 against the Company and the other Unit 3 owners
seeking recovery of certain common costs, have not been settled by the
Settlement Agreement.  The claims with respect to WPPSS Unit 3 and Unit 5
common costs, made in the United States District Court for the Western
District of Washington, arise out of the fact that Unit 3 and Unit 5, which
was also terminated prior to completion, were being constructed adjacent to
each other and were planned to share certain costs.  In 1989, the Company
and other parties submitted arguments and affidavits to the United States
District Court, in response to an order of the court, on the proper basis or
bases upon which costs should have been allocated between Unit 3 and Unit 5
under the WPPSS Unit 4 and 5 Bond Resolution.  On October 5, 1990, the
District Court ruled that certain cost allocations between Unit 3 and Unit 5
(and between WPPSS Unit 1 and Unit 4) were improper.  The District Court
determined that principles of incremental cost sharing were not applied and,
as a result, Units 4 and Unit 5 apparently bore more than their fair and
equitable share of construction costs.  The District Court granted the
motion by the trustee for WPPSS Unit 4 and Unit 5 bondholders for an
accounting of all uses of WPPSS Unit 4 and Unit 5 bond proceeds to
determine, among other things, the extent of improper allocation of such
costs.  In January 1991, the United States Court of Appeals for the Ninth
Circuit granted the Company and others permission to appeal on an
interlocutory basis from the District Court's orders.  In February 1992, the
Court of Appeals ruled on the District Court's October 5, 1990 order and
held that principles of incremental cost sharing were not required and
remanded the matter to the District Court for further proceedings.  The
ultimate resolution of these issues is not expected to have a material
adverse impact on the financial condition or operations of the Company.

(c)  Unamortized Conservation Costs

The Company's conservation expenditures are accumulated, included in rate
base and amortized over a ten-year period at the direction of the Washington
Commission.  The Company's total unamortized conservation balance at June
30, 1994 was $240 million.  The amount included in rate base by the
Washington Commission in its September 1993 order, based on expenditures
through April 30, 1993, was $201 million.  Conservation investments made
from May 1, 1993 to April 30, 1994 are expected to be included in rates
beginning October 1, 1994.  In its April 1991 rate order, the Washington
Commission authorized the Company to accrue, as non-cash income, the
carrying costs on conservation investments (Allowance for Funds Used to
Conserve Energy, or AFUCE) until such investments are included in rates.

(d)  Consolidated Statements of Cash Flows

For purposes of the Consolidated Statements of Cash Flows, the Company
considers all temporary investments to be cash equivalents.  These
temporary cash investments are securities held for cash management
purposes, having maturities of three months or less at time of purchase.
The net change in current assets and current liabilities for purposes of
the Statement of Cash Flows excludes short-term debt, current maturities
of long-term debt, and the current portion of the Periodic Rate
Adjustment Mechanism ("PRAM") accrued revenues.
The following provides additional information concerning cash flow
activities:
<PAGE>
Six Months Ended June 30                                1994         1993
- -------------------------------------------------------------------------
                                                            (Thousands)
Changes in current assets and current liabilities:
 Accounts receivable                                 $(5,890)     $ 4,334
 Unbilled revenues                                    42,566       40,357
 Materials and supplies                               (1,737)      (4,137)
 Prepayments and Other                                    91        7,185
 Accounts payable                                     (6,865)      (5,065)
 Accrued expenses and Other                           (4,026)       4,707
- -------------------------------------------------------------------------
Net change in current assets and current liabilities $24,139      $47,381
=========================================================================
Cash payments:
 Interest (net of capitalized interest):             $40,915      $38,282
 Income taxes                                        $35,000      $ 9,816
- -------------------------------------------------------------------------

(e)    Other

The Company's September 21, 1993 general rate order required the Company to
file a case by November 1, 1993, demonstrating the prudency of its eight new
power purchase contracts acquired since its last general rate case.  Pending
the resolution of the prudency review case, the Washington Commission
ordered that the Company's new rates, effective October 1, 1993, would be
collected subject to refund to the extent this proceeding demonstrates any
of those contracts to be imprudent.  The Washington Commission calculated
the annual revenue requirement at risk to be up to $86.1 million.  This
amount is the difference between the Company's power costs under the new
power purchase contracts and the Washington Commission's estimated cost of
purchasing equivalent power on the secondary market.  Revenues reported for
the three months ended June 30 1994, which are at risk under the prudency
review case, are approximately $26.3 million.  Revenues reported since the
Commission's order was effective October 1, 1993, which are at risk, are
approximately $71.8 million.

On May 4, 1994, Commission Staff, the Public Counsel section of the State
Attorney General's Office, and a group of industrial customers filed
testimony in the Company's prudence review addressing the eight contracts
initially subject to review plus an additional contract for a resource that
went into operation on April 8, 1994.  The testimony filed by the industrial
customer group does not recommend any rate reduction or refund.

Commission Staff's testimony recommended that beginning October 1, 1994, the
Company's rates be reduced by $22.6 million, and that the Company be directed
to refund $12.8 million (which is the estimated amount expected to be
collected in rates through September 30, 1994) associated with three
purchased power contracts.  Public Counsel's testimony recommended a $43.2
million rate reduction effective October  1, 1994, and that the Company be
directed to refund $35.4 million.
On June 3, 1994, the Commission Staff filed revised testimony reducing its
recommended disallowance.  Commission Staff's revised testimony now
recommends that beginning October 1, 1994, the Company's rates be reduced by
$9.9 million and that the Company be directed to refund $3.7 million.  Public
Counsel also filed revised testimony reducing its recommended disallowance on
June 6, 1994.  Public Counsel's testimony now recommends a $39.7 million rate
reduction effective October 1, 1994 and that the Company be directed to
refund $33.8 million.  The disallowances proposed by Commission Staff and
Public Counsel would continue throughout the term of the respective power
contracts which have remaining terms of 14 to 20 years.  The Public Counsel's
recommended disallowance would, over the lives of the contracts, equal $1.2
billion, while the Commission Staff's disallowance would equal $215 million.

Based on the nature and terms of the contracts and existing regulatory
precedents, management believes that these power purchase contracts were
prudent, and that on those grounds the recommendations of Commission Staff
and Public Counsel are not supportable.  The contracts were acquired pursuant
to the Company's integrated resource plan and all of the generating projects
whose output is being purchased are completed, operational, and performing in
accordance with the contracts.  The ultimate resolution of this prudence
review is subject to the determination of the Commission.

The Company filed its rebuttal case on July 1, 1994.  Hearings on the
opposing parties' cases as well as on the Company's rebuttal case occurred
during the week of August 1, 1994.  The Commission is expected to issue its
decision in September, to be effective as of October 1, 1994.

On May 27, 1994, the Company filed for a $66.7 million increase in rates
under the Washington Commission's Periodic Rate Adjustment Mechanism (PRAM).
On July 12, 1994, the Company filed a revised PRAM request reducing the
adjustment to $60.3 million.  The increase would be effective during the
period from October 1, 1994 through September 30, 1995.

Approximately $35 million of the $66.7 million request covers costs related
to energy conservation programs and a new long-term contract for cogeneration
power, at a facility which became operational this past spring.  The
remainder is due to the diminished availability of hydroelectric power,
revised load growth projections and increased customer growth.  $31.6 million
was included in the May 27, 1994 PRAM filing in addition to the $66.7 million
request for Commission review, but it would not be collected until the 1995-
96 PRAM period, October 1, 1995 through September 30, 1996.  The Washington
Commission is expected to rule on the PRAM filing by late September 1994.

The decrease in allowed return on equity from 12.8 percent in the last
general rate case to 10.5 percent approved in the present rate case has put
downward pressure on earnings since the order became effective on October 1,
1993.  In addition, it will be difficult for the Company to earn its full
allowed rate of return because of changes made by the rate orders in the
recovery methods of certain costs.  Therefore, the Company continues to
place strong emphasis on its ongoing improvement efforts designed to
increase operating efficiencies.

In the first quarter of 1994, the Company offered to 650 manager-level and
eligible professional staff the opportunity to voluntarily leave or, if
eligible, to retire from the Company.  The offer was accepted by 98
employees in March 1994.  A charge of $6.9 million ($4.5 million or 7 cents
a share after-tax) was taken in the first quarter to reflect costs
associated with this program and is included in other operating expenses.

During the second quarter, 155 Company employees, including 131 bargaining
unit employees, elected to accept a second voluntary retirement package
offered by the Company.  A charge of $9.6 million ($6.2 million or 10 cents
a share after-tax) was taken in the second quarter to reflect costs
associated with this program and is included in other operating expenses.

As a regulated electric utility, the Company's financial condition is
largely dependent on continued cost-recovery regulation by the Washington
Commission.  Adverse action by the Washington Commission in regulatory
matters involving the Company, including the pending prudency review case,
could adversely impact the Company's financial condition and threaten its
ability to maintain the dividend on its common stock at current levels.

The financial statements contained in this Form 10-Q are unaudited; however,
in the opinion of the Company, they include all adjustments (consisting only
of normal recurring adjustments) necessary for a fair statement of the
results of operations for the periods shown.


<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net income for the three months ended June 30, 1994, was $17.8 million on
operating revenues of $263.6 million, compared with net income of $26.2
million on operating revenues of $237.6 million for the same period in 1993.
Income for common stock was $13.8 million for the second quarter of 1994 and
$21.9 million for the second quarter of 1993.  Earnings per common share were
$0.22 based on 63.6 million weighted average common shares outstanding for
the second quarter of 1994, compared to $0.37 based on 59.1 million weighted
average common shares outstanding for the same period in 1993.

For the first six months of 1994, net income was $64.3 million on operating
revenues of $592.8 million, compared with net income of $80.9 million on
operating revenues of $561.6 million for the corresponding period in 1993.
Income for common stock was $56.5 million for the first half of 1994 and
$72.3 million for the same period in 1993.  Earnings per common share were
$0.89 for the six months ended June 30, 1994 based on 63.6 million weighted
average common shares outstanding and $1.23 for the same period in 1993 based
on 59.0 million weighted average common shares.

The decline in net income for the three and six month periods reflects non-
recurring after-tax charges of $6.2 million and $10.6 million, respectively,
associated with the Company's two voluntary early retirement and separation
programs offered during 1994.  These charges, recorded in other operating
expenses, represent decreases in earnings per common share of $0.10 and $0.17
for the second quarter and first half of 1994, respectively.

Total kilowatt-hour sales were 5.1 billion, including 0.9 billion in sales to
other utilities, for the second quarter of 1994, compared to 4.5 billion,
including 0.2 billion in sales to other utilities, for the second quarter of
1993.  For the six month periods ended June 30, 1994 and 1993, total kilowatt-
hour sales were 10.8 billion, including 1.2 billion in sales to other
utilities, and 9.9 billion, including 0.3 billion in sales to other
utilities, respectively.

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.  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.  With the implementation of the PRAM
in October 1991, earnings are no longer significantly influenced, up or down,
by sales of surplus electricity to other utilities or by weather or hydro
conditions.


Preferred stock dividends decreased $0.3 million and $0.8 million for the
three and six month periods ended June 30, 1994, respectively, compared to
the same periods in 1993. Decreases due to the redemptions of the $50
million, Flexible Dutch Auction Rate Transferable Securities (FLEX DARTS)
$100 Par Value Preferred Stock, Series B in July 1993 and the $40 million,
Adjustable Rate Cumulative Preferred Stock, Series A ($100 par value) in
February 1994 were partially offset by the issuance in February 1994 of the
$50 million, Adjustable Rate Cumulative Preferred Stock, Series B ($25 par
value).
<PAGE>
                       Comparative Periods Ended
                       --------------------------
                       June 30, 1994 vs. June 30, 1993
                     -------------------------------
                             Increase (Decrease)
                          -------------------

                                                           Three        Six
                                                           Month       Month
                                                          Periods     Periods
                                                          -------     -------
                                                             (In Millions)
Operating revenue changes
 General Rate Increase                                     $ 5.7       $23.9
 PRAM surcharge billed                                       5.0         9.5
 Accrual of Revenue under the PRAM - Net                    (1.1)      (23.6)
 BPA Residential Purchase & Sale Agreement                   2.5         6.6
 Sales to other utilities                                   13.9        19.9
 Load and other changes                                      0.0        (5.1)
                                                            ----        ----
    Total operating revenue changes                         26.0        31.2

Operating expense changes
 Purchased & interchanged power                             18.2        37.3
 Fuel                                                        2.2        (7.6)
 Other operation expenses                                   10.0        16.9
 Maintenance                                                (0.1)        0.4
 Depreciation and amortization                               2.5         1.5
 Taxes other than federal income taxes                       1.4         1.5
 Federal income taxes                                       (0.7)       (2.3)
                                                            ----        ----
    Total operating expense changes                         33.5        47.7

Allowance for funds used during construction ("AFUDC")      (0.2)       (0.6)

Other income                                                (0.9)       (0.4)

Interest charges excluding AFUDC                            (0.2)       (0.9)
                                                            ----        ----

NET INCOME CHANGES                                         $(8.4)     $(16.6)
                                                            ====       =====

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

  Operating revenues

  Revenues since October 1, 1993 increased as a result of rates authorized
  by the Washington Commission in its general rate and PRAM orders issued on
  September 21, 1993.  See discussion of the general rate order and Periodic
  Rate Adjustment Mechanism in "Other.").
  Revenues in 1994 and 1993 were reduced because of the credit that the
  Company received through the Residential Purchase and Sale Agreement with
  the BPA.  These credits, in the second quarter and first half of 1994,
  were smaller by $2.5 million and $6.6 million, respectively, compared to
  the same periods in 1993.  This agreement enables the Company's
  residential and small farm customers to receive the benefits of lower-cost
  federal power.  A corresponding reduction is included in purchased and
  interchanged power expenses.
  
  Revenues from kilowatt-hour sales, excluding PRAM, were slightly lower in
  the first half of 1994 as compared to the same period in 1993 due to
  warmer than normal temperatures in the first three months of 1994.

  Operating expenses

  Purchased and interchanged power expenses increased $18.2 million for the
  second quarter of 1994 and $37.3 million for the first half of 1994
  compared to the same periods in 1993.  Higher levels of purchased power,
  which contributed increases of $15.9 million and $31.2 million, were
  influenced by new firm power purchase contracts from PURPA (Public Utility
  Regulatory Policies Act) qualifying facilities.  Also contributing to the
  increases were reductions in credits associated with the  Residential
  Purchase and Sale Agreement with BPA of $2.3 million and $6.2 million for
  the three and six month periods.  (See discussion of Residential Purchase
  and Sale Agreement in "Operating revenues.")
  
  Fuel expense increased $2.2 million for the three month comparative period
  and decreased $7.6 million for the six month comparative period.  In the
  first quarter of 1994 the Company purchased additional power from
  cogeneration facilities rather than run Company-owned gas turbines to
  generate electricity.
  
  Other operating expenses increased $10.0 million and $16.9 million for the
  three and six month comparative periods, respectively.  The increases were
  due primarily to non-recurring charges of $9.6 million and $16.3 million,
  for the comparative periods, to reflect costs associated with the
  Company's two voluntary early retirement and separation programs offered
  in 1994.  Additional increases of $1.1 million and $2.2 million in
  amortization expense associated with the Company's conservation program
  for the three and six month comparative periods, respectively, were offset
  by decreases of $1.7 million and $4.1 million in steam generation
  expenses.  The six month period also included an increase of $2.4 million
  in transmission and distribution expenses.
  
  Depreciation and amortization expense increased $2.5 million and $1.5
  million for the three and six month comparative periods, respectively.
  The increases were due to the effects of new utility plant placed in
  service during the past year and were partially offset by reductions of
  $0.3 million and $0.5 million in miscellaneous amortization expense for
  the comparative periods.  The second quarter increase was influenced by a
  change in depreciation rates approved by the Washington Commission in the
  second quarter of 1993, made retroactive to the beginning of 1993.  This
  adjustment had the effect of decreasing depreciation expense by $2.6
  million in the second quarter of 1993.
  
  Taxes other than federal income taxes increased $1.4 million and $1.5
  million for three and six month comparative periods. Higher municipal and
  state excise taxes of $0.7 million and $1.1 million in the second quarter
  and first half of 1994, respectively,  were primarily responsible for the
  increases.  Excise taxes and municipal taxes are essentially revenue-based
  and are reflected as revenues are billed.
  
  Federal income taxes decreased $0.7 million and $2.3 million for the three
  and six month comparative periods, respectively.  The decreases were due
  primarily to lower pre-tax operating income in the respective periods.
  
  AFUDC

  AFUDC, which does not represent current cash income, is normally included
  partially in other income and partially as an offset to interest expense.

  Other income

  Total other income decreased $0.9 million and $0.4 million for the three
  and six month periods ended June 30, 1994, over the same periods a year
  ago.  The three month comparative period decrease is due primarily to
  actual environmental remediation costs, as determined in the second
  quarter of 1993, which were lower than previously accrued estimates.  The
  six month decrease reflects an offsetting increase in subsidiary earnings
  of $1.1 million recorded in the first quarter of 1994.  This increase was
  due to an after-tax gain of $1.9 million resulting from the sale of a
  project by the Company's hydro development subsidiary.  Cash received from
  the sale, which totaled $30.1 million, has been paid to the Company and is
  recorded on the Statement of Cash Flows as "Cash received from
  subsidiary."

  Interest charges
  
  Interest charges, which consist of interest and amortization on long-term
  debt and other interest, decreased $0.2 million and $0.9 million for the
  three and six month periods ended June 30, 1994, respectively, compared to
  the same periods in 1993.
  
  Interest and amortization on long-term debt decreased $0.6 million for the
  three month comparative period and $1.7 million for the six month
  comparative period.  Contributing decreases of $1.9 million and $4.5
  million, for the comparative periods, were eight issues of First Mortgage
  Bond and Secured Medium-Term Note retirements or reacquisitions totaling
  $297 million redeemed or retired over the previous 18 months.  These
  decreases were partially offset by higher interest expenses of $1.5
  million and $2.9 million for the comparative periods attributable to nine
  issues of Medium-Term Notes totaling $169 million issued during the
  previous 17 months.
  
  Other interest expense increased $0.5 million and $0.9 million for the
  three and six month comparative periods, respectively, due to higher
  amounts of outstanding short-term debt and higher interest rates compared
  to the same periods in 1993.


Construction expenditures (excluding AFUDC and AFUCE) for the second quarter
of 1994 were $39.5 million, including $8.8 million of conservation
expenditures, compared to $57.5 million, including $16.3 million of
conservation expenditures, for the second quarter of 1993.  Year-to-date
construction expenditures (excluding AFUDC and AFUCE) totaled $85.3 million,
including $19.8 million of conservation expenditures, compared to $100.5
million, including $29.3 million of conservation expenditures, for the same
period in 1993.  Construction expenditures (excluding AFUDC and AFUCE) for
1994 and 1995 are expected to be $260 million and $207 million,
respectively.

Cash provided by operations (net of dividends, AFUDC and AFUCE) as a
percentage of construction expenditures (excluding AFUDC and AFUCE) was 59%
and 48% for the second quarter of 1994 and 1993, respectively.  Cash
provided by operations (net of dividends, AFUDC and AFUCE) as a percentage
of construction expenditures (excluding AFUDC and AFUCE) was 109% for both
six month periods ended June 30, 1994 and 1993.  The Company expects to fund
an average of 74% of its estimated construction expenditures (excluding
AFUDC and AFUCE) in 1994 and 1995 from cash provided by operations (net of
dividends, AFUDC and AFUCE)  with the balance being funded through the sales
of securities, the nature, amount and timing of which will be subject to
market conditions and other relevant factors.  The Company made an initial
payment of $8.0 million in 1993 for capacity rights to BPA's third A.C.
transmission line to the southwest United States and expects to pay the
remaining cost of $78 million in the fall of 1994.  Construction expenditure
estimates are subject to periodic review and adjustment.

On February 1, 1994, the Company issued $55 million principal amount of
Secured Medium-Term Notes Series B, due February 1, 2024, bearing interest
at 7.35% per annum.  Proceeds of this issue were used to extinguish $50
million principal amount of the Company's First Mortgage Bonds, 9.625%
Series due 1997.  The Company redeemed $24.5 million through a tender offer
completed February 7, 1994.  A portfolio of U.S. Government Treasury
Securities was purchased to defease the remaining $25.5 million of the
bonds.

On February 14, 1994, the Company redeemed $15 million principal amount of
First Mortgage Bonds, 4.75% Series due May 1, 1994.

On May 27, 1994, the Company issued $30 million principal amount of Secured
Medium-Term Notes Series B, due May 27, 2004, bearing interest at 7.80% per
annum.  Proceeds of this issue were used to pay down short-term debt.

On February 3, 1994, the Company issued $50 million, Adjustable Rate
Cumulative Preferred Stock, Series B ($25 par value).  The proceeds were
used to retire the $40 million principal amount of its Adjustable Rate
Cumulative Preferred Stock, Series A ($100 par value) and to pay down short-
term debt.


On June 30, 1994 the Company had available $176.5 million in lines of credit
with various banks, which provide credit support for outstanding commercial
paper of $65.8 million, effectively reducing the unused available borrowing
capacity under these lines of credit to $110.7 million.  In addition, the
Company has agreements with several banks to borrow on an uncommitted, as
available, basis at money-market rates quoted by the banks.  There are no
costs, other than interest, for these arrangements.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1  - LEGAL PROCEEDINGS

For a description of legal proceedings relating to the Company's five
percent interest in WPPSS Unit No. 3, see Note (b) to the Financial
Statements.

Item 6.   Exhibits and Reports on Form 8-K

    (a)   The following exhibits are filed herewith:

          (12)-a   Statement setting forth computation of ratios of
                   earnings to fixed charges (1989 through 1993 and
                   twelve months ended June 30, 1994).

         (12)-b   Statement setting forth computation of ratios of
                  earnings to combined fixed charges and preferred
                  stock dividends (1989 through 1993 and twelve months
                  ended June 30, 1994).


    (b)   Reports on Form 8-K

          1.      Form 8-K dated May 5, 1994, Item 5 - Other Events,
                  related to the WUTC Staff recommendation regarding the
                  Company's prudence review case.

          2.      Form 8-K dated June 3, 1994, Item 5 - Other Events,
                  related to the WUTC Staff filing revised testimony in
                  the Company's prudence review case.

<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 POWER & LIGHT COMPANY



Date:                                             R. E. Olson
                                      ------------------------------------
                                      Vice President Finance and Treasurer

                                      (Principal accounting officer and
                                      officer duly authorized to sign this
                                      report on behalf of the registrant)




<PAGE>
<TABLE>
Exhibit 12a



PUGET SOUND POWER & LIGHT COMPANY
STATEMENT SETTING FORTH COMPUTATIONS OF
RATIOS OF EARNINGS TO FIXED CHARGES
(Dollars in Thousands)
<CAPTION>

                                                            Year Ended December 31
                                        12 Months Ending    ---------------------------------------------------
                                           June 30, 1994       1993       1992       1991       1990       1989
                                        ----------------    ---------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>    
EARNINGS AVAILABLE FOR FIXED CHARGES
  Pre-tax income:
    Net income per statement of income          $121,731   $138,327   $135,720   $132,777   $132,343   $117,749
    Federal income taxes                          81,632     83,970     72,449     56,180     64,094     50,456
    Federal income taxes charged to
      other income - net                             218       (382)    (2,106)    (2,267)        12    (28,743)
    Undistributed (earnings) or losses
      of less-than-fifty-percent-owned
      entities                                        --         --       (567)       (16)      (114)       (45)
                                                 -------    ---------------------------------------------------
      Total                                     $203,581   $221,915   $205,496   $186,674   $196,335   $139,417

  Fixed charges:
    Interest on long-term debt                  $ 84,311   $ 86,030   $ 89,509   $ 84,791   $ 81,766   $ 81,593
    Other interest                                 4,355      3,542     10,477      6,384      8,368      7,096
    Portion of rentals representative
      of the interest factor                       3,833      3,937      4,474      4,463      4,388      4,505
                                                 -------    ---------------------------------------------------
      Total                                     $ 92,499   $ 93,509   $104,460   $ 95,638   $ 94,522   $ 93,194

  Earnings available for
    fixed charges                               $296,080   $315,424   $309,956   $282,312   $290,857   $232,611
                                                 =======    ===================================================
RATIO OF EARNINGS TO FIXED CHARGES                 3.20x      3.37x      2.97x      2.95x      3.08x      2.50x
</TABLE>
<PAGE>
<TABLE>
Exhibit 12b

Page 1


PUGET SOUND POWER & LIGHT COMPANY
STATEMENT SETTING FORTH COMPUTATIONS OF
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Dollars in Thousands)
<CAPTION>

                                                           Year Ended December 31
                                        12 Months Ending   ----------------------------------------------------
                                           June 30, 1994       1993       1992       1991       1990       1989
                                        ----------------   ----------------------------------------------------
<S>                                             <C>        <C>       <C>          <C>        <C>        <C>   
EARNINGS AVAILABLE FO
CHARGES AND PREFERRED DIVIDEND REQUIREMENTS

  Pretax Income:
    Net Income per statement
      of income                                 $121,731   $138,327   $135,720    $132,777   $132,343   $117,749
    Federal income taxes                          81,632     83,970     72,449      56,180     64,094     50,456
    Federal income taxes charged to
      other income - net                             218       (382)    (2,106)     (2,267)        12    (28,743)
                                                 -------    ---------------------------------------------------
      Subtotal                                   203,581   221,915    206,063      186,690    196,449    139,462
  Undistributed (earnings) or losses
  of less-than-fifty-percent-owned
  entities                                            --         --       (567)        (16)      (114)       (45)
                                                 -------    ---------------------------------------------------
      Total                                     $203,581   $221,915   $205,496    $186,674   $196,335   $139,417

  Fixed charges:
    Interest on long-term debt                    84,311   $ 86,030   $ 89,509    $ 84,791   $ 81,766   $ 81,593
    Other interest                                 4,355      3,542     10,477       6,384      8,368      7,096
    Portion of rentals representative
      of the interest factor                       3,833      3,937      4,474       4,463      4,388      4,505
                                                 -------    ---------------------------------------------------
      Total                                     $ 92,499   $ 93,509   $104,460    $ 95,638   $ 94,522   $ 93,194

Earnings available for combined
fixed charges and preferred
dividend requirements                           $296,080   $315,424   $309,956    $282,312   $290,857   $232,611
                                                 =======    ===================================================
</TABLE>
<PAGE>
<TABLE>
Exhibit 12b

Page 2



PUGET SOUND POWER & LIGHT COMPANY
STATEMENT SETTING FORTH COMPUTATIONS OF
RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(Dollars in Thousands)
<CAPTION>

                                                           Year Ended December 31
                                        12 Months Ending   ----------------------------------------------------
                                           June 30, 1994       1993       1992       1991       1990       1989
                                          --------------  -----------------------------------------------------
<S>                                             <C>        <C>        <C>        <C>        <C>        <C>    
DIVIDEND REQUIREMENT:
  Fixed charges above                           $ 92,499   $ 93,509   $104,460   $ 95,638   $ 94,522   $ 93,194
  Preferred dividend requirements                 26,128     26,378     21,080     14,115     18,399     15,850
                                                 -------    ---------------------------------------------------
      Total                                     $118,627   $119,887   $125,540   $109,753   $112,921   $109,044
                                                 =======    ===================================================
RATIO OF EARNINGS TO COMBINED FIXED
CHARGES AND PREFERRED STOCK DIVIDENDS               2.50       2.63       2.47       2.57       2.58       2.13

COMPUTATION OF PREFERRED DIVIDEND
REQUIREMENTS:
  (a) Pre-tax income                            $203,581   $221,915   $206,063   $186,690   $196,449   $139,462
  (b) Net income                                $121,731   $138,327   $135,720   $132,777   $132,343   $117,749
  (c) Ratio of (a) to (b)                         1.6724     1.6043     1.5183     1.4060     1.4844     1.1844
  (d) Preferred dividends                       $ 15,623   $ 16,442   $ 13,884   $ 10,039   $ 12,395   $ 13,382
  Preferred dividend requirements
    [(d) multiplied by (c)]                     $ 26,128   $ 26,378   $ 21,080   $ 14,115   $ 18,399   $ 15,850
                                                 =======    ===================================================

</TABLE>



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