AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997.

                                                Registration No. 333-
     ==========================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                              --------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              -------------------------

                          THE WASHINGTON WATER POWER COMPANY

                            (Exact name of registrant as 
                              specified in its charter)
                               ------------------------
                    WASHINGTON                                      91-1653826
     (State or other jurisdiction of                            (I.R.S. Employer
     incorporation or organization)                          Identification No.)

                               1411 East Mission Avenue
                            Spokane, Washington 99202-2600
                                    (509) 489-0500
                 (Address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)

                          THE WASHINGTON WATER POWER COMPANY
                      UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN
                                 (Full Title of Plan)
                                  ------------------

                  JON E. ELIASSEN                       J. ANTHONY TERRELL
               Senior Vice President                    ELIZABETH W. POWERS
            and Chief Financial Officer                  Reid & Priest LLP
        The Washington Water Power Company              40 West 57th Street
             1411 East Mission Avenue              New York, New York 10019-4097
             Spokane, Washington 99202                    (212) 603-2000
                  (509) 489-0500
       (Names, addresses and telephone numbers, including area codes, of agents
                                     for service)
                            -----------------------------

                           CALCULATION OF REGISTRATION FEE
      ==========================================================================
                                     Proposed        Proposed
      Title of                       maximum         maximum
      securities                     offering        aggregate       Amount of
      to be        Amount to be      price per       offering price  registra-
      registered   registered(1)     unit (2)        (2)             tion fee
      --------------------------------------------------------------------------
      Common
      Stock 
      (no par
      value)  . .  13,000 shares     $18.625          $242,125      $73.37(3)

      Preferred
      Share
      Purchase
      Rights  . .  13,000 rights(3)
      =========================================================================

     (1)   In addition, pursuant to Rule 416(a) under the
           Securities Act of 1933, as amended, this registration
           statement also covers any additional securities to be
           offered or issued in connection with a stock split,
           stock dividend or similar transaction.

     (2)   Estimated pursuant to Rule 457(h) under the Securities
           Act of 1933, as amended, based on the average of the
           reported high and low sales prices on the consolidated
           transaction reporting system on February 24, 1997.

     (3)   The Preferred Share Purchase Rights (the "Rights") are
           appurtenant to and will trade with the Common Stock. 
           The value attributable to the Rights, if any, is
           reflected in the market price of the Common Stock. 
           Since no separate consideration is paid for the Rights,
           the registration fee for such securities is included in
           the fee for the Common Stock.
     ==========================================================================
     <PAGE>

                          THE WASHINGTON WATER POWER COMPANY
                      UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN 


                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The Washington Water Power Company (the "Company") hereby
     incorporates herein by reference the following documents previously filed
     by the Company with the Securities and Exchange Commission: 

          (1)  Annual Report on Form 10-K for the year ended December 31, 1995,
               the Quarterly Reports on Form 10-Q for the quarters ended March
               31, June 30, and September 30, 1996, and the Current Report on
               Form 8-K dated December 1, 1996.

               All documents subsequently filed by the Company pursuant to
     Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
     amended, prior to the filing of a post-effective amendment which indicates
     that all securities offered have been sold or which deregisters all
     securities then remaining unsold shall be deemed to be incorporated herein
     by reference and to be a part hereof from the respective dates of filing
     thereof.  Any statement contained in an incorporated document shall be
     deemed to be modified or superseded to the extent that a statement
     contained herein or in any subsequently filed incorporated document
     modifies of supersedes such statement.


     Item 4.   DESCRIPTION OF COMMON STOCK

               The authorized capital stock of the Company consists of
     10,000,000 shares of Preferred Stock, cumulative, without nominal or par
     value, which is issuable in series, and 200,000,000 shares of Common Stock
     without nominal or par value.  Following is a brief description of certain
     of the rights and privileges of the Common Stock of the Company.  For a
     complete description, reference is made to the Company's Restated Articles
     of Incorporation, as amended (the "Articles"), and to the laws of the State
     of Washington.  The following summary, which does not purport to be
     complete, is qualified in its entirety by such reference.

     DIVIDEND RIGHTS

               After full provision for all Preferred Stock dividends declared
     or in arrears, the holders of Common Stock of the Company are entitled to
     receive such dividends as may be lawfully declared from time to time by the
     Board of Directors of the Company.

                                  II-1
     <PAGE>

     VOTING RIGHTS

               The holders of the Common Stock have sole voting power, except as
     indicated below or as otherwise provided by law, and each holder of Common
     Stock is entitled to vote cumulatively for the election of directors.  If
     dividends payable on any shares of Preferred Stock shall be in arrears in
     an amount equal to the aggregate amount of dividends accumulated on such
     shares of Preferred Stock over the eighteen (18) month period ended on such
     date, the holders of such stock become entitled, as one class, to elect a
     majority of the Board of Directors, which right does not cease until all
     defaults in the payment of dividends on the Preferred Stock shall have been
     cured.  In addition, the consent of various proportions of the Preferred
     Stock at the time outstanding is required to adopt any amendment to the
     Articles which would authorize any new class of stock ranking prior to or
     on a parity with the Preferred Stock as to certain matters, to increase the
     authorized number of shares of the Preferred Stock or to change any of the
     rights or preferences of outstanding Preferred Stock.

     CLASSIFIED BOARD OF DIRECTORS

               Both the Articles and the Company's Bylaws, as amended (the
     "Bylaws") provide for a Board of Directors divided into three classes, each
     of which will generally serve for a term of three years, with only one
     class of directors being elected in each year.  The Articles and Bylaws
     also provide that directors may be removed only for cause and only by the
     affirmative vote of the holders of at least a majority of the Common Stock.
     The Articles and Bylaws further require an affirmative vote of the holders
     of at least 80% of the Common Stock to alter, amend or repeal the
     provisions relating to the classification of the Board of Directors and the
     removal of members from, and the filling of vacancies on, the Board of
     Directors.

     CHANGE IN CONTROL

               The Articles contain a "fair price" provision which requires the
     affirmative vote of the holders of at least 80% of the Common Stock for the
     consummation of certain business combinations, including mergers,
     consolidations, recapitalizations, certain dispositions of assets, certain
     issuances of securities, liquidations and dissolutions involving the
     Company and a person or entity who is or, under certain circumstances, was,
     a beneficial owner of 10% or more of the outstanding shares of Common Stock
     (an "Interested Shareholder") unless (a) such business combination shall
     have been approved by a majority of the directors unaffiliated with the
     Interested Shareholder or (b) certain minimum price and procedural
     requirements are met.  The Articles provide that the "fair price" provision
     may be altered, amended or repealed only by the affirmative vote of the
     holders of at least 80% of the Common Stock.

     PREFERRED SHARE PURCHASE RIGHTS

               Reference is made to the Rights Agreement, dated as of February
     16, 1990, as amended (the "Rights Agreement"), between the Company and The
     Bank of New York, successor Rights Agent to First Chicago Trust Company of
     New York, filed with the Securities and Exchange Commission.  The following
     statements are qualified in their entirety by such reference.

               The Company has adopted a shareholder rights plan pursuant to
     which holders of Common Stock outstanding on March 2, 1990 or issued
     thereafter have been granted one preferred share purchase right (a "Right")
     on each outstanding share of Common Stock.  The description and terms of

                                  II-2
     <PAGE>

     the Rights are set forth in the Rights Agreement.  Certain of the
     capitalized terms used in the following description have the meanings set
     forth in the Rights Agreement.

               The Rights have certain anti-takeover effects.  The Rights may
     cause substantial dilution to a person or group that attempts to acquire
     the Company on terms not approved by the Company's Board of Directors,
     except pursuant to an offer conditioned on a substantial number of Rights
     being acquired.  The Rights should not interfere with any merger or other
     business combination approved by the Board of Directors of the Company
     prior to the time that a person or group has acquired beneficial ownership
     of 10% or more of the Common Stock since until such time the Rights may be
     redeemed as hereinafter described.

               Each Right, initially evidenced by and traded with the shares of
     Common Stock, entitles the registered holder to purchase one two-hundredth
     of a share of Preferred Stock of the Company, without par value (the
     "Preferred Shares"), at an exercise price of $40, subject to certain
     adjustments, regulatory approval and other specified conditions.  The
     Rights will be exercisable only if a person or group acquires 10% or more
     of the Common Stock or announces a tender offer, the consummation of which
     would result in the beneficial ownership by a person or group of 10% or
     more of the Common Stock.

               If any person or group acquires 10% or more of the outstanding
     Common Stock, each Right will entitle its holder (other than such person or
     members of such group), subject to regulatory approval and other specified
     conditions, to purchase that number of shares of Common Stock or Preferred
     Shares having a market value of twice the Right's exercise price.  In
     addition, in the event that any person or group has acquired 10% or more of
     the outstanding Common Stock or the Company consolidates or merges with or
     into, or sells 50% or more of its assets or earning power to, any person or
     group, or engages in certain "self dealing" transactions with any person or
     group owning 10% or more of the outstanding Common Stock, proper provision
     will be made so that each Right would thereafter entitle its holder to
     purchase that number of the acquiring company's common shares having a
     market value at that time of twice the Right's exercise price.

               At any time after a person or group acquires more than 10% but
     less than 50% of the outstanding Common Stock, the Board of Directors of
     the Company may, subject to any necessary regulatory approval, require each
     outstanding Right to be exchanged for one share of Common Stock or cash,
     securities or other assets having a value equal to the market value of one
     share of Common Stock.

               The Rights may be redeemed, at a redemption price of $.005 per
     Right, by the Board of Directors of the Company at any time until any
     person or group has acquired 10% or more of the Common Stock.  Under
     certain circumstances, the decision to redeem the Rights will require the
     concurrence of a majority of the Continuing Directors.  The Rights will
     expire on February 16, 2000.

     LIQUIDATION RIGHTS

               In the event of any liquidation of the Company, after
     satisfaction of the preferential liquidation rights of the Preferred Stock,
     the holders of the Common Stock would be entitled to share ratably in all
     assets of the Company available for distribution to shareholders.

                                  II-3
     <PAGE>

     PRE-EMPTIVE RIGHTS

               No holder of any stock of the Company has any pre-emptive rights.

     MISCELLANEOUS

               The presently outstanding shares of Common Stock of the Company
     are fully paid and nonassessable.

               The Common Stock of the Company is listed on the New York and
     Pacific Stock Exchanges.

               The New York Transfer Agent and Registrar for the Common Stock is
     The Bank of New York, 101 Barclay Street, 11th Floor, New York, New York
     10286.  The Company, P.O. Box 3647, Spokane, Washington 99220-3647, is an
     additional Transfer Agent and Registrar for the Common Stock.


     Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               The Company's consolidated financial statements and related
     financial statement schedules for the year ended December 31, 1995,
     incorporated in this registration statement by reference from the Company's
     Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP,
     independent auditors, as stated in their report, and have been so
     incorporated in reliance upon the report of such firm given upon their
     authority as experts in accounting.


     Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Article Seventh of the Articles provides, in part, as follows:

                    "The Corporation shall, to the full extent permitted by
               applicable law, as from time to time in effect, indemnify any
               person made a party to, or otherwise involved in, any proceeding
               by reason of the fact that he or she is or was a director of the
               Corporation against judgments, penalties, fines, settlements and
               reasonable expenses actually incurred by him or her in connection
               with any such proceeding.  The Corporation shall pay any
               reasonable expenses incurred by a director in connection with any
               such proceeding in advance of the final determination thereof
               upon receipt from such director of such undertakings for
               repayment as may be required by applicable law and a written
               affirmation by such director that he or she has met the standard
               of conduct necessary for indemnification, but without any prior
               determination, which would otherwise be required by Washington
               law, that such standard of conduct has been met.  The Corporation
               may enter into agreements with each director obligating the
               Corporation to make such indemnification and advances of expenses
               as are contemplated herein.  Notwithstanding the foregoing, the
               Corporation shall not make any indemnification or advance which
               is prohibited by applicable law.  The rights to indemnity and
               advancement of expenses granted herein shall continue as to any
               person who has ceased to be a director and shall inure to the
               benefit of the heirs, executors and administrators of such a
               person."

                                  II-4
     <PAGE>

               The Company has entered into indemnification agreements with each
     director as contemplated in Article Seventh of the Articles.

               Article IX of the Company's Bylaws contains a similar provision
     to that contained in the Articles and in addition, provides in part, as
     follows:

                    "SECTION 2.  LIABILITY INSURANCE.  The Corporation shall
               have the power to purchase and maintain insurance on behalf of
               any person who is, or was a director, officer, employee, or agent
               of the Corporation or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation, partnership, joint venture, trust, other enterprise,
               or employee benefit plan against any liability asserted against
               him and incurred by him in any such capacity or arising out of
               his status as such, whether or not the Corporation would have the
               power to indemnify him against such liability under the laws of
               the State of Washington."

               Reference is made to Washington Business Corporation Act
     23B.08.510, which sets forth the extent to which indemnification is
     permitted under the laws of the State of Washington.

               Insurance is maintained on a regular basis (and not specifically
     in connection with this offering) against liabilities arising on the part
     of directors and officers out of their performance in such capacities or
     arising on the part of the Company out of its foregoing indemnification
     provisions, subject to certain exclusions and to the policy limits.


     Item 8.   EXHIBITS.

               Reference is made to the Exhibit Index on page II - 8 hereof.


     Item 9.   UNDERTAKINGS.

               The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement;
               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933; (ii) to reflect in the prospectus any
               facts or events arising after the effective date of the
               registration statement (or the most recent post-effective
               amendment thereof) which, individually or in the aggregate,
               represent a fundamental change in the information set forth in
               the registration statement, (Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of prospectus filed with the Commission pursuant to Rule
               424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.) and (iii) to
               include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the

                                  II-5
     <PAGE>

               registration statement; provided, however, that the registrant
               need not file a post-effective amendment to include the
               information required to be included by subsection (i) or (ii) if
               such information is contained in periodic reports filed with or
               furnished to the Commission by the registrant pursuant to Section
               13 or Section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability under the
               Securities Act of 1933, each filing of the registrant's annual
               report pursuant to Section 13(a) or Section 15(d) of the Exchange
               Act that is incorporated by reference in the registration
               statement shall be deemed to be a new registration statement
               relating to the securities offered herein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant, pursuant to the provisions described
     under Item 6 above, or otherwise, the registrant has been informed that in
     the opinion of the Commission such indemnification is against public policy
     as expressed in the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such liabilities (other than the
     payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted against the registrant by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.


                                  II-6
     <PAGE>

                                  POWER OF ATTORNEY

               The Registrant hereby appoints each Agent for Service named in
     this Registration Statement as its attorney-in-fact to sign in its name and
     behalf, and to file with the Commission, any and all amendments, including
     post-effective amendments, to this Registration Statement, and each
     director and/or officer of the Registrant whose signature appears below
     hereby appoints each such Agent for Service as his attorney-in-fact with
     like authority to sign in his name and behalf, in any and all capacities
     stated below, and to file with the Commission, any and all such amendments.

                                      SIGNATURES

               THE REGISTRANT.  Pursuant to the requirements of the Securities
     Act of 1933, the Registrant certifies that it has reasonable grounds to
     believe that it meets all of the requirements for filing on Form S-8 and
     has duly caused this Registration Statement to be signed on its behalf by
     the undersigned, thereunto duly authorized, in the City of Spokane, State
     of Washington, on this 14th day of February 1997.


                                           THE WASHINGTON WATER POWER COMPANY   

                                     By           /s/ Paul A. Redmond        
                                       --------------------------------------
                                                    Paul A. Redmond           
                                                 Chairman of the Board 
                                             and Chief Executive Officer    
      

     Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the date indicated.

                  SIGNATURE                   TITLE           DATE
                  ---------                   -----           ----


           /s/ Paul A. Redmond              Principal     February 14, 1997
      --------------------------------      Executive        
      Paul A. Redmond (Chairman of the     Officer and
          Board and Chief Executive         Director
                  Officer)


            /s/ W. Lester Bryan             Principal     February 14, 1997
      --------------------------------      Executive         
         W. Lester Bryan (President        Officer and
        and Chief Operating Officer,        Director
                  Director)


            /s/ J. E. Eliassen              Principal     February 14, 1997
      --------------------------------    Financial and       
         J. E. Eliassen (Senior Vice       Accounting
        President and Chief Financial        Officer
                  Officer)


            /s/ David A. Clack              Director      February 14, 1997
      --------------------------------                            
               David A. Clack
               

            /s/ Duane B. Hagadone           Director      February 14, 1997
      --------------------------------                          
              Duane B. Hagadone


              /s/ Eugene W. Meyer           Director      February 14, 1997
      --------------------------------                          
               Eugene W. Meyer


      /s/ General H. Norman Schwarzkopf     Director      February 14, 1997
      --------------------------------                       
        General H. Norman Schwarzkopf


             /s/ B. Jean Silver             Director      February 14, 1997
      --------------------------------                     
               B. Jean Silver


             /s/ Larry A. Stanley           Director      February 14, 1997
      --------------------------------                          
              Larry A. Stanley


              /s/ R. John Taylor            Director      February 14, 1997
      --------------------------------                           
               R. John Taylor

                                  II-7
     <PAGE>


                                    EXHIBIT INDEX

                 With
                 Registration     As
      Exhibit    Number           Exhibit
      -------    ------------     --------

      *4(a)      1-3701 (with     4(a)       Restated Articles of
                 Form 10-Q for               Incorporation, as
                 quarter ended               amended, of the Company.
                 June 30, 1994)

      *4(b)      1-3701 (with     3(b)       Bylaws of the Company,
                 Form 10-Q for               as amended May 11, 1995.
                 quarter ended
                 June 30, 1995)

      *4(c)      1-3701 (with     4(n)       Rights Agreement, dated
                 Form 8-K dated              as of February 16, 1990,
                 February 16,                between the Company and
                 1990)                       The Bank of New York as
                                             successor Rights Agent.

      *4(d)      1-3701 (with     4(b)       Amendment No. 1 to
                 Form 10-Q for               Rights Agreement, dated
                 quarter ended               as of May 10, 1994.
                 March 31,
                 1994)

      *4(e)      1-3701 (with     4(b)       Amendment No., 2 to
                 Form 10-Q for               Rights Agreement, dated
                 quarter ended               as of June 27, 1994.
                 September 30,
                 1994)

      10                                     Unfunded Outside
                                             Director Retirement Plan
                                             (as terminated),
                                             including board
                                             resolutions terminating
                                             plan.

      23                                     Consent of Deloitte &
                                             Touche LLP.

      24                                     See page II-7 for Power
                                             of Attorney

     __________________

     *    Previously filed and incorporated herein by reference.


                                  II-8
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 26, 1997.

                                                Registration No. 333-
     ==========================================================================

                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                              --------------------------
                                       FORM S-8
                                REGISTRATION STATEMENT
                                        UNDER
                              THE SECURITIES ACT OF 1933
                              -------------------------

                          THE WASHINGTON WATER POWER COMPANY

                            (Exact name of registrant as 
                              specified in its charter)
                               ------------------------
                    WASHINGTON                                      91-1653826
     (State or other jurisdiction of                            (I.R.S. Employer
     incorporation or organization)                          Identification No.)

                               1411 East Mission Avenue
                            Spokane, Washington 99202-2600
                                    (509) 489-0500
                 (Address, including zip code, and telephone number,
          including area code, of registrant's principal executive offices)

                          THE WASHINGTON WATER POWER COMPANY
                      UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN
                                 (Full Title of Plan)
                                  ------------------

                  JON E. ELIASSEN                       J. ANTHONY TERRELL
               Senior Vice President                    ELIZABETH W. POWERS
            and Chief Financial Officer                  Reid & Priest LLP
        The Washington Water Power Company              40 West 57th Street
             1411 East Mission Avenue              New York, New York 10019-4097
             Spokane, Washington 99202                    (212) 603-2000
                  (509) 489-0500
       (Names, addresses and telephone numbers, including area codes, of agents
                                     for service)
                            -----------------------------

                           CALCULATION OF REGISTRATION FEE
      ==========================================================================
                                     Proposed        Proposed
      Title of                       maximum         maximum
      securities                     offering        aggregate       Amount of
      to be        Amount to be      price per       offering price  registra-
      registered   registered(1)     unit (2)        (2)             tion fee
      --------------------------------------------------------------------------
      Common
      Stock 
      (no par
      value)  . .  13,000 shares     $18.625          $242,125      $73.37(3)

      Preferred
      Share
      Purchase
      Rights  . .  13,000 rights(3)
      =========================================================================

     (1)   In addition, pursuant to Rule 416(a) under the
           Securities Act of 1933, as amended, this registration
           statement also covers any additional securities to be
           offered or issued in connection with a stock split,
           stock dividend or similar transaction.

     (2)   Estimated pursuant to Rule 457(h) under the Securities
           Act of 1933, as amended, based on the average of the
           reported high and low sales prices on the consolidated
           transaction reporting system on February 24, 1997.

     (3)   The Preferred Share Purchase Rights (the "Rights") are
           appurtenant to and will trade with the Common Stock. 
           The value attributable to the Rights, if any, is
           reflected in the market price of the Common Stock. 
           Since no separate consideration is paid for the Rights,
           the registration fee for such securities is included in
           the fee for the Common Stock.
     ==========================================================================
THE WASHINGTON WATER POWER COMPANY
                      UNFUNDED OUTSIDE DIRECTOR RETIREMENT PLAN 

                                       PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

               The Washington Water Power Company (the "Company") hereby
     incorporates herein by reference the following documents previously filed
     by the Company with the Securities and Exchange Commission: 

          (1)  Annual Report on Form 10-K for the year ended December 31, 1995,
               the Quarterly Reports on Form 10-Q for the quarters ended March
               31, June 30, and September 30, 1996, and the Current Report on
               Form 8-K dated December 1, 1996.

               All documents subsequently filed by the Company pursuant to
     Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as
     amended, prior to the filing of a post-effective amendment which indicates
     that all securities offered have been sold or which deregisters all
     securities then remaining unsold shall be deemed to be incorporated herein
     by reference and to be a part hereof from the respective dates of filing
     thereof.  Any statement contained in an incorporated document shall be
     deemed to be modified or superseded to the extent that a statement
     contained herein or in any subsequently filed incorporated document
     modifies of supersedes such statement.

     Item 4.   DESCRIPTION OF COMMON STOCK

               The authorized capital stock of the Company consists of
     10,000,000 shares of Preferred Stock, cumulative, without nominal or par
     value, which is issuable in series, and 200,000,000 shares of Common Stock
     without nominal or par value.  Following is a brief description of certain
     of the rights and privileges of the Common Stock of the Company.  For a
     complete description, reference is made to the Company's Restated Articles
     of Incorporation, as amended (the "Articles"), and to the laws of the State
     of Washington.  The following summary, which does not purport to be
     complete, is qualified in its entirety by such reference.

     DIVIDEND RIGHTS

               After full provision for all Preferred Stock dividends declared
     or in arrears, the holders of Common Stock of the Company are entitled to
     receive such dividends as may be lawfully declared from time to time by the
     Board of Directors of the Company.

                                  II-1
VOTING RIGHTS

               The holders of the Common Stock have sole voting power, except as
     indicated below or as otherwise provided by law, and each holder of Common
     Stock is entitled to vote cumulatively for the election of directors.  If
     dividends payable on any shares of Preferred Stock shall be in arrears in
     an amount equal to the aggregate amount of dividends accumulated on such
     shares of Preferred Stock over the eighteen (18) month period ended on such
     date, the holders of such stock become entitled, as one class, to elect a
     majority of the Board of Directors, which right does not cease until all
     defaults in the payment of dividends on the Preferred Stock shall have been
     cured.  In addition, the consent of various proportions of the Preferred
     Stock at the time outstanding is required to adopt any amendment to the
     Articles which would authorize any new class of stock ranking prior to or
     on a parity with the Preferred Stock as to certain matters, to increase the
     authorized number of shares of the Preferred Stock or to change any of the
     rights or preferences of outstanding Preferred Stock.

     CLASSIFIED BOARD OF DIRECTORS

               Both the Articles and the Company's Bylaws, as amended (the
     "Bylaws") provide for a Board of Directors divided into three classes, each
     of which will generally serve for a term of three years, with only one
     class of directors being elected in each year.  The Articles and Bylaws
     also provide that directors may be removed only for cause and only by the
     affirmative vote of the holders of at least a majority of the Common Stock.
     The Articles and Bylaws further require an affirmative vote of the holders
     of at least 80% of the Common Stock to alter, amend or repeal the
     provisions relating to the classification of the Board of Directors and the
     removal of members from, and the filling of vacancies on, the Board of
     Directors.

     CHANGE IN CONTROL

               The Articles contain a "fair price" provision which requires the
     affirmative vote of the holders of at least 80% of the Common Stock for the
     consummation of certain business combinations, including mergers,
     consolidations, recapitalizations, certain dispositions of assets, certain
     issuances of securities, liquidations and dissolutions involving the
     Company and a person or entity who is or, under certain circumstances, was,
     a beneficial owner of 10% or more of the outstanding shares of Common Stock
     (an "Interested Shareholder") unless (a) such business combination shall
     have been approved by a majority of the directors unaffiliated with the
     Interested Shareholder or (b) certain minimum price and procedural
     requirements are met.  The Articles provide that the "fair price" provision
     may be altered, amended or repealed only by the affirmative vote of the
     holders of at least 80% of the Common Stock.

     PREFERRED SHARE PURCHASE RIGHTS

               Reference is made to the Rights Agreement, dated as of February
     16, 1990, as amended (the "Rights Agreement"), between the Company and The
     Bank of New York, successor Rights Agent to First Chicago Trust Company of
     New York, filed with the Securities and Exchange Commission.  The following
     statements are qualified in their entirety by such reference.

               The Company has adopted a shareholder rights plan pursuant to
     which holders of Common Stock outstanding on March 2, 1990 or issued
     thereafter have been granted one preferred share purchase right (a "Right")
     on each outstanding share of Common Stock.  The description and terms of

                                  II-2
the Rights are set forth in the Rights Agreement.  Certain of the
     capitalized terms used in the following description have the meanings set
     forth in the Rights Agreement.

               The Rights have certain anti-takeover effects.  The Rights may
     cause substantial dilution to a person or group that attempts to acquire
     the Company on terms not approved by the Company's Board of Directors,
     except pursuant to an offer conditioned on a substantial number of Rights
     being acquired.  The Rights should not interfere with any merger or other
     business combination approved by the Board of Directors of the Company
     prior to the time that a person or group has acquired beneficial ownership
     of 10% or more of the Common Stock since until such time the Rights may be
     redeemed as hereinafter described.

               Each Right, initially evidenced by and traded with the shares of
     Common Stock, entitles the registered holder to purchase one two-hundredth
     of a share of Preferred Stock of the Company, without par value (the
     "Preferred Shares"), at an exercise price of $40, subject to certain
     adjustments, regulatory approval and other specified conditions.  The
     Rights will be exercisable only if a person or group acquires 10% or more
     of the Common Stock or announces a tender offer, the consummation of which
     would result in the beneficial ownership by a person or group of 10% or
     more of the Common Stock.

               If any person or group acquires 10% or more of the outstanding
     Common Stock, each Right will entitle its holder (other than such person or
     members of such group), subject to regulatory approval and other specified
     conditions, to purchase that number of shares of Common Stock or Preferred
     Shares having a market value of twice the Right's exercise price.  In
     addition, in the event that any person or group has acquired 10% or more of
     the outstanding Common Stock or the Company consolidates or merges with or
     into, or sells 50% or more of its assets or earning power to, any person or
     group, or engages in certain "self dealing" transactions with any person or
     group owning 10% or more of the outstanding Common Stock, proper provision
     will be made so that each Right would thereafter entitle its holder to
     purchase that number of the acquiring company's common shares having a
     market value at that time of twice the Right's exercise price.

               At any time after a person or group acquires more than 10% but
     less than 50% of the outstanding Common Stock, the Board of Directors of
     the Company may, subject to any necessary regulatory approval, require each
     outstanding Right to be exchanged for one share of Common Stock or cash,
     securities or other assets having a value equal to the market value of one
     share of Common Stock.

               The Rights may be redeemed, at a redemption price of $.005 per
     Right, by the Board of Directors of the Company at any time until any
     person or group has acquired 10% or more of the Common Stock.  Under
     certain circumstances, the decision to redeem the Rights will require the
     concurrence of a majority of the Continuing Directors.  The Rights will
     expire on February 16, 2000.

     LIQUIDATION RIGHTS

               In the event of any liquidation of the Company, after
     satisfaction of the preferential liquidation rights of the Preferred Stock,
     the holders of the Common Stock would be entitled to share ratably in all
     assets of the Company available for distribution to shareholders.

                                  II-3
PRE-EMPTIVE RIGHTS

               No holder of any stock of the Company has any pre-emptive rights.

     MISCELLANEOUS

               The presently outstanding shares of Common Stock of the Company
     are fully paid and nonassessable.

               The Common Stock of the Company is listed on the New York and
     Pacific Stock Exchanges.

               The New York Transfer Agent and Registrar for the Common Stock is
     The Bank of New York, 101 Barclay Street, 11th Floor, New York, New York
     10286.  The Company, P.O. Box 3647, Spokane, Washington 99220-3647, is an
     additional Transfer Agent and Registrar for the Common Stock.

     Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

               The Company's consolidated financial statements and related
     financial statement schedules for the year ended December 31, 1995,
     incorporated in this registration statement by reference from the Company's
     Annual Report on Form 10-K, have been audited by Deloitte & Touche LLP,
     independent auditors, as stated in their report, and have been so
     incorporated in reliance upon the report of such firm given upon their
     authority as experts in accounting.

     Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               Article Seventh of the Articles provides, in part, as follows:

                    "The Corporation shall, to the full extent permitted by
               applicable law, as from time to time in effect, indemnify any
               person made a party to, or otherwise involved in, any proceeding
               by reason of the fact that he or she is or was a director of the
               Corporation against judgments, penalties, fines, settlements and
               reasonable expenses actually incurred by him or her in connection
               with any such proceeding.  The Corporation shall pay any
               reasonable expenses incurred by a director in connection with any
               such proceeding in advance of the final determination thereof
               upon receipt from such director of such undertakings for
               repayment as may be required by applicable law and a written
               affirmation by such director that he or she has met the standard
               of conduct necessary for indemnification, but without any prior
               determination, which would otherwise be required by Washington
               law, that such standard of conduct has been met.  The Corporation
               may enter into agreements with each director obligating the
               Corporation to make such indemnification and advances of expenses
               as are contemplated herein.  Notwithstanding the foregoing, the
               Corporation shall not make any indemnification or advance which
               is prohibited by applicable law.  The rights to indemnity and
               advancement of expenses granted herein shall continue as to any
               person who has ceased to be a director and shall inure to the
               benefit of the heirs, executors and administrators of such a
               person."

                                  II-4
The Company has entered into indemnification agreements with each
     director as contemplated in Article Seventh of the Articles.

               Article IX of the Company's Bylaws contains a similar provision
     to that contained in the Articles and in addition, provides in part, as
     follows:

                    "SECTION 2.  LIABILITY INSURANCE.  The Corporation shall
               have the power to purchase and maintain insurance on behalf of
               any person who is, or was a director, officer, employee, or agent
               of the Corporation or is or was serving at the request of the
               Corporation as a director, officer, employee or agent of another
               corporation, partnership, joint venture, trust, other enterprise,
               or employee benefit plan against any liability asserted against
               him and incurred by him in any such capacity or arising out of
               his status as such, whether or not the Corporation would have the
               power to indemnify him against such liability under the laws of
               the State of Washington."

               Reference is made to Washington Business Corporation Act
     23B.08.510, which sets forth the extent to which indemnification is
     permitted under the laws of the State of Washington.

               Insurance is maintained on a regular basis (and not specifically
     in connection with this offering) against liabilities arising on the part
     of directors and officers out of their performance in such capacities or
     arising on the part of the Company out of its foregoing indemnification
     provisions, subject to certain exclusions and to the policy limits.

     Item 8.   EXHIBITS.

               Reference is made to the Exhibit Index on page II - 8 hereof.

     Item 9.   UNDERTAKINGS.

               The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement;
               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933; (ii) to reflect in the prospectus any
               facts or events arising after the effective date of the
               registration statement (or the most recent post-effective
               amendment thereof) which, individually or in the aggregate,
               represent a fundamental change in the information set forth in
               the registration statement, (Notwithstanding the foregoing, any
               increase or decrease in volume of securities offered (if the
               total dollar value of securities offered would not exceed that
               which was registered) and any deviation from the low or high end
               of the estimated maximum offering range may be reflected in the
               form of prospectus filed with the Commission pursuant to Rule
               424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% change in the maximum aggregate
               offering price set forth in the "Calculation of Registration Fee"
               table in the effective registration statement.) and (iii) to
               include any material information with respect to the plan of
               distribution not previously disclosed in the registration
               statement or any material change to such information in the

                                  II-5
registration statement; provided, however, that the registrant
               need not file a post-effective amendment to include the
               information required to be included by subsection (i) or (ii) if
               such information is contained in periodic reports filed with or
               furnished to the Commission by the registrant pursuant to Section
               13 or Section 15(d) of the Exchange Act that are incorporated by
               reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
               Securities Act of 1933, each such post-effective amendment shall
               be deemed to be a new registration statement relating to the
               securities offered therein, and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

          (4)  That, for purposes of determining any liability under the
               Securities Act of 1933, each filing of the registrant's annual
               report pursuant to Section 13(a) or Section 15(d) of the Exchange
               Act that is incorporated by reference in the registration
               statement shall be deemed to be a new registration statement
               relating to the securities offered herein, and the offering of
               such securities at that time shall be deemed to be the initial
               bona fide offering thereof.

               Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the registrant, pursuant to the provisions described
     under Item 6 above, or otherwise, the registrant has been informed that in
     the opinion of the Commission such indemnification is against public policy
     as expressed in the Act and is, therefore, unenforceable.  In the event
     that a claim for indemnification against such liabilities (other than the
     payment by the registrant of expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted against the registrant by
     such director, officer or controlling person in connection with the
     securities being registered, the registrant will, unless in the opinion of
     its counsel the matter has been settled by controlling precedent, submit to
     a court of appropriate jurisdiction the question whether such
     indemnification by it is against public policy as expressed in the Act and
     will be governed by the final adjudication of such issue.

                                  II-6
POWER OF ATTORNEY

               The Registrant hereby appoints each Agent for Service named in
     this Registration Statement as its attorney-in-fact to sign in its name and
     behalf, and to file with the Commission, any and all amendments, including
     post-effective amendments, to this Registration Statement, and each
     director and/or officer of the Registrant whose signature appears below
     hereby appoints each such Agent for Service as his attorney-in-fact with
     like authority to sign in his name and behalf, in any and all capacities
     stated below, and to file with the Commission, any and all such amendments.

                                      SIGNATURES

               THE REGISTRANT.  Pursuant to the requirements of the Securities
     Act of 1933, the Registrant certifies that it has reasonable grounds to
     believe that it meets all of the requirements for filing on Form S-8 and
     has duly caused this Registration Statement to be signed on its behalf by
     the undersigned, thereunto duly authorized, in the City of Spokane, State
     of Washington, on this 14th day of February 1997.

                                           THE WASHINGTON WATER POWER COMPANY   

                                     By           /s/ Paul A. Redmond        
                                       --------------------------------------
                                                    Paul A. Redmond           
                                                 Chairman of the Board 
                                             and Chief Executive Officer    
      

     Pursuant to the requirements of the Securities Act of 1933, this
     Registration Statement has been signed by the following persons in the
     capacities and on the date indicated.

                  SIGNATURE                   TITLE           DATE
                  ---------                   -----           ----

           /s/ Paul A. Redmond              Principal     February 14, 1997
      --------------------------------      Executive        
      Paul A. Redmond (Chairman of the     Officer and
          Board and Chief Executive         Director
                  Officer)

            /s/ W. Lester Bryan             Principal     February 14, 1997
      --------------------------------      Executive         
         W. Lester Bryan (President        Officer and
        and Chief Operating Officer,        Director
                  Director)

            /s/ J. E. Eliassen              Principal     February 14, 1997
      --------------------------------    Financial and       
         J. E. Eliassen (Senior Vice       Accounting
        President and Chief Financial        Officer
                  Officer)

            /s/ David A. Clack              Director      February 14, 1997
      --------------------------------                            
               David A. Clack
               

            /s/ Duane B. Hagadone           Director      February 14, 1997
      --------------------------------                          
              Duane B. Hagadone

              /s/ Eugene W. Meyer           Director      February 14, 1997
      --------------------------------                          
               Eugene W. Meyer

      /s/ General H. Norman Schwarzkopf     Director      February 14, 1997
      --------------------------------                       
        General H. Norman Schwarzkopf

             /s/ B. Jean Silver             Director      February 14, 1997
      --------------------------------                     
               B. Jean Silver

             /s/ Larry A. Stanley           Director      February 14, 1997
      --------------------------------                          
              Larry A. Stanley

              /s/ R. John Taylor            Director      February 14, 1997
      --------------------------------                           
               R. John Taylor

                                  II-7
EXHIBIT INDEX

                 With
                 Registration     As
      Exhibit    Number           Exhibit
      -------    ------------     --------

      *4(a)      1-3701 (with     4(a)       Restated Articles of
                 Form 10-Q for               Incorporation, as
                 quarter ended               amended, of the Company.
                 June 30, 1994)

      *4(b)      1-3701 (with     3(b)       Bylaws of the Company,
                 Form 10-Q for               as amended May 11, 1995.
                 quarter ended
                 June 30, 1995)

      *4(c)      1-3701 (with     4(n)       Rights Agreement, dated
                 Form 8-K dated              as of February 16, 1990,
                 February 16,                between the Company and
                 1990)                       The Bank of New York as
                                             successor Rights Agent.

      *4(d)      1-3701 (with     4(b)       Amendment No. 1 to
                 Form 10-Q for               Rights Agreement, dated
                 quarter ended               as of May 10, 1994.
                 March 31,
                 1994)

      *4(e)      1-3701 (with     4(b)       Amendment No., 2 to
                 Form 10-Q for               Rights Agreement, dated
                 quarter ended               as of June 27, 1994.
                 September 30,
                 1994)

      10                                     Unfunded Outside
                                             Director Retirement Plan
                                             (as terminated),
                                             including board
                                             resolutions terminating
                                             plan.

      23                                     Consent of Deloitte &
                                             Touche LLP.

      24                                     See page II-7 for Power
                                             of Attorney

     __________________

     *    Previously filed and incorporated herein by reference.

                                  II-8