<PAGE>
    As filed with the Securities and Exchange Commission on August 16, 1995
                                            Registration No. 33-___________


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            _______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                            _______________________



                      PUGET SOUND POWER & LIGHT COMPANY
            (Exact name of Registrant as Specified in Its Charter)

    Washington                                                 91-0374630
    (State or Other Jurisdiction                         (I.R.S. Employer
    of Incorporation or Organization)                 Identification No.)


                           411 - 108th Avenue N.E.
                        Bellevue, Washington 98004-5515
         (Address of Principal Executive Offices, Including Zip Code)


                     LONG-TERM INCENTIVE COMPENSATION PLAN
                           (Full Title of the Plan)

                               WILLIAM S. WEAVER
                           Executive Vice President
                         and Chief Financial Officer
                      Puget Sound Power & Light Company
                           411 - 108th Avenue N.E.
                      Bellevue, Washington 98004-5515
                             (206) 454-6363

                     (Name, Address and Telephone Number,
                  Including Area Code, of Agent For Service)
                            _______________________


                                   Copy to:

                                 J. Sue Morgan
                                 Perkins Coie
                         1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099

<PAGE>
                        CALCULATION OF REGISTRATION FEE

=============================================================================
                                 Proposed      Proposed
                                 Maximum       Maximum
Title of          Amount         Offering      Aggregate
Securities to     to be          Price Per     Offering      Amount of
be Registered     Registered     Share(1)      Price(1)      Registration Fee
_____________________________________________________________________________

Common Stock      500,000 (3)    $21.50        $10,750,000     $3,707
(without par
 value)(2)
=============================================================================

(1)    Estimated solely for purposes of calculating the registration fee
       pursuant to Rule 457 under the Securities Act of 1933, as amended
       (the "Securities Act").  The price per share is estimated to be
       $21.50, based on the average of the high and low prices for the
       Common Stock as reported on the New York Stock Exchange on August 11,
       1995.

(2)    Includes associated Preference Stock Purchase Rights.  Prior to the
       occurrence of certain events, the Preference Stock Purchase Rights
       will not be evidenced or traded separately from the Common Stock.

(3)    Includes an indeterminate number of additional shares which may be
       necessary to adjust the number of shares reserved for issuance
       pursuant to such plan as the result of any future stock split, stock
       dividend or similar adjustment of the outstanding Common Stock of the
       Registrant.
<PAGE>
                                          PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission
(the "Commission") under Section 15d-2 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on March 14, 1995, which contains
certified financial statements for the most recent fiscal year for which such
statements have been filed;

     (b)     All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above; and

     (c)     The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission under
Section 12(b) of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities covered
hereby then remaining unsold shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
commencing on the respective dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act.  Article VIII of the
Registrant's Bylaws provides for the indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law.

     Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation
or its shareholders for monetary damages for acts or omissions as a
director, except in certain circumstances involving intentional misconduct,
or a knowing violation of law, approval of distributions or loans in
violation of Section 23B.06.400 of the Washington Business Corporation Act,
or any transaction from which the director will personally receive a benefit
in money, property or services to which the director is not legally
entitled.  Article X of the Registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by
Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
<PAGE>
Item 8.  EXHIBITS

Exhibit
Number                        Description
_______     _________________________________________________

 5.1        Opinion of Perkins Coie regarding legality of the Common Stock
            being registered.

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Perkins Coie (included in its Opinion filed as
            Exhibit 5.1)

24.1        Power of Attorney (see signature page)

99.1        Long-Term Incentive Compensation Plan (Appendix A to Company's
            Definitive Proxy Statement (Form DEF 14A) filed March 27, 1995)


Item 9.  UNDERTAKINGS

A.       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:

                 (a)     To include any prospectus required by Section
10(a)(3) of the Securities Act;

                 (b)     To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement; and

                 (c)     To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs 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 this Registration
Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the
termination of the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement 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.

C.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities 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 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 of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.

<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Bellevue, State of Washington, on
the 11th day of July, 1995.


                                  PUGET SOUND POWER & LIGHT COMPANY

                                  By       R. R. Sonstelie
                                    ________________________________
                                           R. R. Sonstelie
                                    President and Chief Executive Officer

POWER OF ATTORNEY

EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY AUTHORIZES R.R. SONSTELIE,
WILLIAM S. WEAVER AND JAMES W. ELDREDGE, AND EACH OF THEM, AS ATTORNEYS-IN-
FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF
OF SUCH PERSON, INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW, AND TO FILE,
ANY OR ALL AMENDMENTS (INCLUDING PRE-EFFECTIVE AND POST-EFFECTIVE
AMENDMENTS)TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
COMMISSION.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on the
11th day of July, 1995, in the capacities indicated.


   Signature                     Title

    R. R. Sonstelie         President, Chief Executive Officer and Director
_______________________     (Principal Executive Officer)
    R. R. Sonstelie


    William S. Weaver       Executive Vice President, Chief Financial Officer
_______________________     and Director (Principal Financial Officer)
    William S. Weaver


    James W. Eldredge       Corporate Secretary, Controller and
_______________________     Chief Accounting Officer
    James W. Eldredge


    Douglas P. Beighle      Director
_______________________
    Douglas P. Beighle

    Charles W. Bingham      Director
_______________________
    Charles W. Bingham


    Phyllis J. Campbell     Director
_______________________
    Phyllis J. Campbell


    John D. Durbin          Director
_______________________
    John D. Durbin


    John W. Ellis           Director
_______________________
    John W. Ellis


    Daniel J. Evans         Director
_______________________
    Daniel J. Evans


    Nancy L. Jacob          Director
_______________________
    Nancy L. Jacob


                            Director
______________________
    R. Kirk Wilson

<PAGE>
                          INDEX TO EXHIBITS

Exhibit
Number                    Description
_______     __________________________________________

 5.1        Opinion of Perkins Coie regarding legality
            of the Common Stock being registered.

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Perkins Coie (included in its
            Opinion filed as Exhibit 5.1)

24.1        Power of Attorney (see signature page)

99.1        Long-Term Incentive Compensation Plan (Appendix A to Company's
            Definitive Proxy Statement (Form DEF 14A) filed March 27, 1995)
<PAGE>
                                                                  EXHIBIT 5.1



                                  August 16, 1995




Puget Sound Power & Light Company
411 - 108th Avenue N.E.
Bellevue, WA  98004-5515

     Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 500,000 shares of Common
Stock, without par value (the "Shares") which may be issued pursuant to the
Long-Term Incentive Compensation Plan (the "Plan").  We have examined the
Registration Statement and such documents and records of the Company and
other documents as we have deemed necessary for the purpose of this opinion.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares that may be issued pursuant to the Plan have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such Shares and the sale thereof by the Company in accordance
with the terms of the Plan, and the receipt of consideration therefor in
accordance with the terms of the Plan, such Shares will be validly issued,
fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.


                                  Very truly yours,

                                  Perkins Coie
                                  _________________

                                  Perkins Coie

<PAGE>
                                                                EXHIBIT 23.1


                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  _________________________________________


We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 10, 1995, on our audits of the
consolidated financial statements and financial statement schedules of Puget
Sound Power & Light Company as of December 31, 1994 and 1993 and for the
three years in the period ended December 31, 1994, which report is included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1994.

                                      Coopers & Lybrand L.L.P.
                                      ________________________
                                      Coopers & Lybrand L.L.P.

Seattle, Washington
August 15, 1995
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16872}]
As filed with the Securities and Exchange Commission on August 16, 1995
                                            Registration No. 33-___________

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            _______________________

                                   FORM S-8

                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                            _______________________

                      PUGET SOUND POWER & LIGHT COMPANY
            (Exact name of Registrant as Specified in Its Charter)

    Washington                                                 91-0374630
    (State or Other Jurisdiction                         (I.R.S. Employer
    of Incorporation or Organization)                 Identification No.)

                           411 - 108th Avenue N.E.
                        Bellevue, Washington 98004-5515
         (Address of Principal Executive Offices, Including Zip Code)

                     LONG-TERM INCENTIVE COMPENSATION PLAN
                           (Full Title of the Plan)

                               WILLIAM S. WEAVER
                           Executive Vice President
                         and Chief Financial Officer
                      Puget Sound Power & Light Company
                           411 - 108th Avenue N.E.
                      Bellevue, Washington 98004-5515
                             (206) 454-6363

                     (Name, Address and Telephone Number,
                  Including Area Code, of Agent For Service)
                            _______________________

                                   Copy to:

                                 J. Sue Morgan
                                 Perkins Coie
                         1201 Third Avenue, 40th Floor
                         Seattle, Washington 98101-3099
CALCULATION OF REGISTRATION FEE

=============================================================================
                                 Proposed      Proposed
                                 Maximum       Maximum
Title of          Amount         Offering      Aggregate
Securities to     to be          Price Per     Offering      Amount of
be Registered     Registered     Share(1)      Price(1)      Registration Fee
_____________________________________________________________________________

Common Stock      500,000 (3)    $21.50        $10,750,000     $3,707
(without par
 value)(2)
=============================================================================

(1)    Estimated solely for purposes of calculating the registration fee
       pursuant to Rule 457 under the Securities Act of 1933, as amended
       (the "Securities Act").  The price per share is estimated to be
       $21.50, based on the average of the high and low prices for the
       Common Stock as reported on the New York Stock Exchange on August 11,
       1995.

(2)    Includes associated Preference Stock Purchase Rights.  Prior to the
       occurrence of certain events, the Preference Stock Purchase Rights
       will not be evidenced or traded separately from the Common Stock.

(3)    Includes an indeterminate number of additional shares which may be
       necessary to adjust the number of shares reserved for issuance
       pursuant to such plan as the result of any future stock split, stock
       dividend or similar adjustment of the outstanding Common Stock of the
       Registrant.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents are hereby incorporated by reference in this
Registration Statement:

     (a)     The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994, filed with the Securities and Exchange Commission
(the "Commission") under Section 15d-2 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), on March 14, 1995, which contains
certified financial statements for the most recent fiscal year for which such
statements have been filed;

     (b)     All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the Annual Report on Form 10-K referred to in (a) above; and

     (c)     The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A filed with the Commission under
Section 12(b) of the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to
the filing of a post-effective amendment which indicates that the securities
offered hereby have been sold or which deregisters the securities covered
hereby then remaining unsold shall also be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof
commencing on the respective dates on which such documents are filed.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Sections 23B.08.500 through 23B.08.600 of the Washington Business
Corporation Act authorize a court to award, or a corporation's board of
directors to grant, indemnification to directors and officers on terms
sufficiently broad to permit indemnification under certain circumstances for
liabilities arising under the Securities Act.  Article VIII of the
Registrant's Bylaws provides for the indemnification of the Registrant's
directors, officers, employees and agents to the maximum extent permitted by
Washington law.

     Section 23B.08.320 of the Washington Business Corporation Act
authorizes a corporation to limit a director's liability to the corporation
or its shareholders for monetary damages for acts or omissions as a
director, except in certain circumstances involving intentional misconduct,
or a knowing violation of law, approval of distributions or loans in
violation of Section 23B.06.400 of the Washington Business Corporation Act,
or any transaction from which the director will personally receive a benefit
in money, property or services to which the director is not legally
entitled.  Article X of the Registrant's Restated Articles of Incorporation
contains provisions implementing, to the fullest extent permitted by
Washington law, such limitations on a director's liability to the Registrant
and its shareholders.
Item 8.  EXHIBITS

Exhibit
Number                        Description
_______     _________________________________________________

 5.1        Opinion of Perkins Coie regarding legality of the Common Stock
            being registered.

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Perkins Coie (included in its Opinion filed as
            Exhibit 5.1)

24.1        Power of Attorney (see signature page)

99.1        Long-Term Incentive Compensation Plan (Appendix A to Company's
            Definitive Proxy Statement (Form DEF 14A) filed March 27, 1995)

Item 9.  UNDERTAKINGS

A.       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:

                 (a)     To include any prospectus required by Section
10(a)(3) of the Securities Act;

                 (b)     To reflect in the prospectus any facts or events
arising after the effective date of this 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
this Registration Statement; and

                 (c)     To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs 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 this Registration
Statement.

         (2)     That, for the purpose of determining any liability under the
Securities Act, 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 that remain unsold at the
termination of the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefits plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement 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.

C.       Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities 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 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 of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Bellevue, State of Washington, on
the 11th day of July, 1995.

                                  PUGET SOUND POWER & LIGHT COMPANY

                                  By       R. R. Sonstelie
                                    ________________________________
                                           R. R. Sonstelie
                                    President and Chief Executive Officer

POWER OF ATTORNEY

EACH PERSON WHOSE SIGNATURE APPEARS BELOW HEREBY AUTHORIZES R.R. SONSTELIE,
WILLIAM S. WEAVER AND JAMES W. ELDREDGE, AND EACH OF THEM, AS ATTORNEYS-IN-
FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE IN THE NAME AND ON BEHALF
OF SUCH PERSON, INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW, AND TO FILE,
ANY OR ALL AMENDMENTS (INCLUDING PRE-EFFECTIVE AND POST-EFFECTIVE
AMENDMENTS)TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
COMMISSION.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons on the
11th day of July, 1995, in the capacities indicated.

   Signature                     Title

    R. R. Sonstelie         President, Chief Executive Officer and Director
_______________________     (Principal Executive Officer)
    R. R. Sonstelie

    William S. Weaver       Executive Vice President, Chief Financial Officer
_______________________     and Director (Principal Financial Officer)
    William S. Weaver

    James W. Eldredge       Corporate Secretary, Controller and
_______________________     Chief Accounting Officer
    James W. Eldredge

    Douglas P. Beighle      Director
_______________________
    Douglas P. Beighle

    Charles W. Bingham      Director
_______________________
    Charles W. Bingham

    Phyllis J. Campbell     Director
_______________________
    Phyllis J. Campbell

    John D. Durbin          Director
_______________________
    John D. Durbin

    John W. Ellis           Director
_______________________
    John W. Ellis

    Daniel J. Evans         Director
_______________________
    Daniel J. Evans

    Nancy L. Jacob          Director
_______________________
    Nancy L. Jacob

                            Director
______________________
    R. Kirk Wilson
INDEX TO EXHIBITS

Exhibit
Number                    Description
_______     __________________________________________

 5.1        Opinion of Perkins Coie regarding legality
            of the Common Stock being registered.

23.1        Consent of Coopers & Lybrand L.L.P.

23.2        Consent of Perkins Coie (included in its
            Opinion filed as Exhibit 5.1)

24.1        Power of Attorney (see signature page)

99.1        Long-Term Incentive Compensation Plan (Appendix A to Company's
            Definitive Proxy Statement (Form DEF 14A) filed March 27, 1995)
EXHIBIT 5.1

                                  August 16, 1995

Puget Sound Power & Light Company
411 - 108th Avenue N.E.
Bellevue, WA  98004-5515

     Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel to you in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), which you are filing with the
Securities and Exchange Commission with respect to 500,000 shares of Common
Stock, without par value (the "Shares") which may be issued pursuant to the
Long-Term Incentive Compensation Plan (the "Plan").  We have examined the
Registration Statement and such documents and records of the Company and
other documents as we have deemed necessary for the purpose of this opinion.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares that may be issued pursuant to the Plan have been duly authorized and
that, upon the due execution by the Company and the registration by its
registrar of such Shares and the sale thereof by the Company in accordance
with the terms of the Plan, and the receipt of consideration therefor in
accordance with the terms of the Plan, such Shares will be validly issued,
fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.  In giving such consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the
Act.

                                  Very truly yours,

                                  Perkins Coie
                                  _________________

                                  Perkins Coie
EXHIBIT 23.1

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  _________________________________________

We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated February 10, 1995, on our audits of the
consolidated financial statements and financial statement schedules of Puget
Sound Power & Light Company as of December 31, 1994 and 1993 and for the
three years in the period ended December 31, 1994, which report is included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1994.

                                      Coopers & Lybrand L.L.P.
                                      ________________________
                                      Coopers & Lybrand L.L.P.

Seattle, Washington
August 15, 1995