PAGE 1 

As filed with the Securities and Exchange Commission on September
2, 1994 
                                                   Registration
No. 33-        
_________________________________________________________________
_____________ 
_________________________________________________________________
_____________ 
                                                                  
            

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

                                   FORM S-8 
                            REGISTRATION STATEMENT 
                                     UNDER 
                          THE SECURITIES ACT OF 1933 

                           WASHINGTON ENERGY COMPANY 
            (Exact name of registrant as specified in its
charter) 

WASHINGTON                                                  
91-1005304 
(State or Other Jurisdic-                            (I.R.S.
Employer Identifi- 
tion  of  Incorporation  or                                 
cation No.) 
Organization) 

                                   815 Mercer Street 
                               Seattle, Washington 98109 
                                    (206) 662-6767 

             (Address, including zip code, and telephone number,
including 
                area code, of registrant's principal executive
offices) 

                                 _________________________ 

                                 Washington Energy Company 
                                     Stock Option Plan 

                                 (Full Title of the Plan) 

                                 _________________________ 

                                    James P. Torgerson 
                              Senior Vice President-Finance, 
                                 Planning and Development 
                                     815 Mercer Street 
                                 Seattle, Washington 98109 
                                      (206) 662-6767 

                 (Name, address, including zip code, and
telephone number, 
                        including area code, of agent for
service) 

                                 _________________________ 
                                   CALCULATION OF REGISTRATION
FEE 

 Title of Each   Amount to Be   Proposed Max-   Proposed Max-  
Amount of 
 Class of Se-    Registered     imum Offering   imum Aggre-    
Registration 
 curities to     (1)            Price Per       gate Offering  
Fee 
 Be Registered                  Share (2)       Price (2) 
 $5.00 par       800,000        $15.00          $12,000,000    
$4,138 
 value           shares 
 Common Stock 
(1)  Plus  (i)  an  indeterminate  number  of  shares of Common
Stock that may 
     become  issuable  under the Plan as a result of the
adjustment provisions 
     therein,  and  (ii)  if  any  interests  in the Plan
constitutes separate 
     securities  required  to  be registered under the Securities
Act of 1933, 
     then,  pursuant to Rule 416(c), an indeterminate amount of
such interests 
     to be offered or sold pursuant to the Plan. 

(2)  Computed  pursuant  to  Rule 457 based on an offering price
of $15.00 per 
     share  (the  average of the high and low sales prices
reported by the New 
     York  Stock  Exchange on August 30, 1994) for the 800,000
shares issuable 
     upon  exercise  of  options,  and/or stock appreciation
rights granted in 
     tandem  with  options,  granted  nor to be granted under the
Stock Option 
     Plan. 

                                                                  
            



                                    PAGE 2 


                                    PART II 

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 


Item 3.   Incorporation of Certain Documents by Reference 

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

          i.       The  Registrant's  Annual Report on Form 10-K
for the year 
              ended September 30, 1993; 

          ii.      All  other  reports  filed  by  the 
Registrant  with  the 
              Commission pursuant to Section 13(a) or 15(d) of
the Securities 
              Exchange  Act  of  1934, as amended (the "Exchange
Act"), since 
              September 30,1993; and 

          iii.          The  description  of the Registrant's
Common Stock set 
                   forth  in  the Registration Statement on Form
8-A filed by 
                   the Registrant with the Commission on July 27,
1992, under 
                   Section 12(b) of the Exchange Act. 

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

     Any  statement  incorporated  by  reference  herein shall be
deemed to be 
modified  or  superseded  for  purposes  of this Registration
Statement to the 
extent  that  a  statement contained herein or in any other
subsequently filed 
document  which  also  is  or is deemed to be incorporated by
reference herein 
modifies  or  supersedes  such  statement.    Any  statement  so 
modified  or 
superseded  shall  not  be  deemed,  except  as  so modified or
superseded, to 
constitute a part of this Registration Statement. 


Item 4.  Description of Securities 

     Not required. 


Item 5.  Interests of Named Experts and Counsel 

     None.  


Item 6.  Indemnification of Directors and Officers 

     The  Washington  Business  Corporation  Act  (Title  23B 
RCW, as revised 
effective  July  1, 1990, Chapter 165, Laws of 1989) (the "Act")
provides that 
under  certain  circumstances  a  corporation may indemnify any
person for any 


judgment,   settlement,  penalty,  fine  and  reasonable 
expenses  (including 
attorneys'  fees)  incurred  in  connection  with  a  threatened, 
pending  or 
completed  action, suit or proceeding, whether civil, criminal,
administrative 
or  investigative  in  which  such person is made, or threatened
to be made, a 
defendant  or  respondent  by  reason  of  the fact that he or
she is or was a 
director or officer of the corporation. 



                                    PAGE 3 


     Under  Washington law, a corporation generally has the power
to indemnify 
a  director  (or  former  director) if (a) he or she conducted
himself in good 
faith  and (1) in the case of conduct in his or her own official
capacity with 
the corporation, he or she reasonably believed his or her conduct
to be in the 
corporation's  best  interest, or (2) in all other cases, he or
she reasonably 
believed  his  or  her conduct to be at least not opposed to the
corporation's 
best  interests; and (b) in the case of any criminal proceeding,
he or she had 
no  reasonable  cause  to  believe  his  or her conduct was
unlawful.  The Act 
further provides that a director shall not be indemnified in
connection with a 
proceeding  by  or  in  the  right  of  the corporation in which
he or she was 
adjudged liable to the corporation, or with respect to any
proceeding, whether 
or  not  involving  action in his or her official capacity, in
which he or she 
shall  have  been adjudged to be liable on the basis that he or
she improperly 
received  a personal benefit in money, property or services to
which he or she 
was  not  legally entitled.  In the case of a proceeding by or in
the right of 
the  corporation, indemnification is limited by the Act to
reasonable expenses 
incurred  in connection with the proceeding.  The Act further
provides that no 
indemnification  of  a  director  or  former  director  shall  be 
made by the 
corporation  unless  authorized  in a specific case after a
determination that 
indemnification of the director is permissible in the
circumstances because he 
or she has met the standard of conduct set forth in the
applicable subsection. 
This  determination  is to be made (a) by the board of directors
by a majority 
vote  of  a  quorum  consisting  of  directors  not at the time
parties to the 
proceedings  in  question;  (b) if such a quorum cannot be
obtained, then by a 
majority  vote  of  a  committee of the board consisting solely
of two or more 
directors  not  at  the time parties to such proceeding; (c) in
the opinion of 
special legal counsel; or (d) by the shareholders. 

     Under  certain  circumstances  a  court  may  order 
indemnification of a 
director  by  a  corporation even though the standards set forth
above may not 
have been met. 

     The Act further provides that a corporation has the power to
indemnify an 
officer  who  is  not  a  director  (as  well  as  employees and
agents of the 
corporation  who  are  not directors) to the same extent that it
may indemnify 
directors  and to such further extent, consistent with law, as
may be provided 
by  its  articles  of incorporation, bylaws, general or specific
action of its 
board  of  directors, or contract.  Therefore, indemnification of
officers who 
are  not  directors  under  the  Company's  Bylaws  is not
subject to the same 
specific  limitations and standards of conduct as set forth above
with respect 
to indemnification of directors. 

     Article  IX  of  the  Company's  Bylaws  provides  that the
Company shall 
indemnify each person that was, is, or is threatened to be made a
party to, or 
is  otherwise involved in any actual or threatened proceeding by
reason of the 
fact  that  he  or she is or was a director or officer of the
Company, against 
all  expense, liability and loss (including attorneys' fees,
judgments, fines, 
ERISA  excise  taxes  and  penalties  and  amounts  to  be paid
in settlement) 
actually   and  reasonably  incurred  or  suffered  in 
connection  with  such 
participation  or  involvement,  provided  that  no  such 
indemnification  is 
permitted if the Company is prohibited from paying such
indemnification by the 
applicable  provisions  of the Act or any other applicable law
then in effect. 
The  Bylaws  further  provide  that  the right of indemnification
includes the 
right  to  be  paid  by the Company for the expenses incurred in
defending any 
proceeding  in  advance of its final disposition, provided that
(1) the person 
seeking  indemnification submits an agreement to repay all
amounts so advanced 


if  it  shall  be  ultimately  determined that he or she is not
entitled to be 
indemnified, and (2) such person either delivers a written
affirmation that he 
or  she  has  met  the  standard of conduct necessary for
indemnification or a 
determination  that  he  or  she  has  met such standard of
conduct, as may be 
permitted or required by the Act or other applicable law. 



                                    PAGE 4 


     Any  indemnification  of a director in accordance with the
Act, including 
a n y  payment  or  reimbursement  of  expenses,  shall  be 
reported  to  the 
shareholders with the notice of the next shareholders meeting or
prior thereto 
in  a  written  report  containing  a  brief  description  of 
the proceedings 
involving  the  director  being  indemnified and the nature and
extent of such 
indemnification. 

     Officers  and  directors  of  the  Company  are  covered  by 
a policy of 
insurance  maintained by the Company which (with certain
exceptions and within 
certain  limitations)  indemnifies  them  against loss and
liabilities arising 
from  any alleged "wrongful act" including an alleged error or
misstatement or 
misleading statement or wrongful act or omission or neglect or
breach of duty. 

     The Company's Restated Articles of Incorporation, as
amended, provide, as 
permitted  by  the Act, that a director of the Company shall not
be personally 
liable  to the Company or its shareholders for monetary damages
for conduct as 
a  director,  except  for liability for (1) any acts or omissions
that involve 
intentional  misconduct  by  the director or a knowing violation
of law by the 
director;  (2)  any conduct that violates Section 23B.08.310
(formerly Section 
2 3 A . 08.450)  of  the  Act  (pertaining  to  unpermitted 
distributions  to 
shareholders  or  loans  to  directors); or (3) any transaction
from which the 
director  will  personally receive a benefit in money, property
or services to 
which the director is not legally entitled. 

     Reference is made to the Registrant's Restated Articles of
Incorporation, 
filed  as  Exhibit  4.1  to  this Registration Statement, and the
Registrant's 
Bylaws, filed as Exhibit 4.2 to this Registration Statement. 


Item 7.  Exemption from Registration Claimed 

     Not applicable. 


Item 8.  Exhibits  

     See Exhibit Index at page 7. 



                                    PAGE 5 


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;  

              (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; and 

              (iii)     To  include any material information with
respect 
          to  the  plan  of  distribution not previously
disclosed in the 
          R e g istration  Statement  or  any  material  change 
to  such 
          information in the Registration Statement;  

     provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply 
     if  the information required to be included in a
post-effective amendment 
     by  those  paragraphs  is  contained  in  periodic  reports 
filed by the 
     Registrant  pursuant  to Section 13 or 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 the 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. 

     (b)  The  undersigned  Registrant hereby undertakes 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 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 
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 of 1933 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
Securities and 
Exchange Commission such indemnification is against public policy
as expressed 
in  the Securities Act of 1933 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 
s e t tled  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 of 1933 and
will be governed 
by the final adjudication of such issue. 



                                    PAGE 6 


                                  SIGNATURES 

     Pursuant  to  the  requirements  of  the  Securities  Act 
of  1933,  the 
Registrant  certifies  that  it has reasonable grounds to believe
it meets all 
the  requirements  for filing on FormS-8 and has duly caused this
Registration 
Statement  to  be  signed  on  its  behalf  by the undersigned,
thereunto duly 
authorized, in the City of Seattle, State of Washington, on
August 17, 1994. 

              WASHINGTON ENERGY COMPANY 



              By  /s/ William P. Vititoe                          
            
                  William P. Vititoe 
                  President and Chairman of the Board 

                               POWER OF ATTORNEY 

     Each person whose signature appears below hereby constitutes
and appoints 
William  P.  Vititoe, James P. Torgerson and Marion V. Larson and
each of them 
severally,  his  true and lawful attorneys-in-fact and agents,
with full power 
to  act  without  the  other  and  with  full  power  of 
substitution  and 
resubstitution,  to execute in his name and on his behalf,
individually and in 
each  capacity  stated  below,  any  and  all  amendments  and 
post-effective 
amendments to this Registration Statement, any and all
supplements hereto, and 
any  and all other instruments necessary or incidental in
connection herewith, 
and to file the same with the Commission. 

     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 dates indicated below. 

          Signature                      Title                  
Date 


   /s/ William P. Vititoe          Chairman of the Board   
August 17, 1994 
 William P. Vititoe                of the Board of 
                                   Directors (Principal 
                                   Executive Officer), 
                                   President and 
                                   Director 
   /s/ James P. Torgerson          Senior Vice             
August 17, 1994 
 James P. Torgerson                President-Finance, 
                                   Planning and 
                                   Development (Prin- 
                                   cipal Financial 
                                   Officer) 

   /s/ Allyn P. Hebner             Vice President and      
August 17, 1994 
 Allyn P. Hebner                   Assistant Treasurer 
                                   (Principal Accounting 
                                   Officer) 

   /s/ Virginia Anderson           Director                
August 17, 1994 
 Virginia Anderson 


          Signature                      Title                  
Date 


   /s/ Robert F. Bailey            Director                
August 17, 1994 
 Robert F. Bailey 

   /s/ Donald J. Covey             Director                
August 17, 1994 
 Donald J. Covey 


   /s/ John W. Creighton,          Director                
August 17, 1994 
 Jr.                          
 John W. Creighton, Jr. 


   /s/ Robert L. Dryden            Director                
August 17, 1994 
 Robert L. Dryden 

   /s/ Tomio Moriguchi             Director                
August 17, 1994 
 Tomio Moriguchi 


   /s/ Sally G. Narodick           Director                
August 17, 1994 
 Sally G. Narodick 



                                    PAGE 7 

                                 EXHIBIT INDEX 

     Certain  of  the following exhibits are filed herewith. 
Certain other of 
the  following exhibits have heretofore been filed with the
Commission and are 
incorporated herein by reference. 


     (*Filed herewith) 
Exhibit 
Number  Description 

4.1     Restated Articles of Incorporation of Washington 
        Energy Company (incorporated by reference to Exhibit 
        3-A Washington Energy Company Form 10-Q for the 
        quarter ended June 30, 1988, File No.0-8745) 
4.2     Articles of Amendment to the Restated Articles of 
        Incorporation of Washington Energy Company, dated 
        March 6, 1990 (incorporated herein by reference to 
        Exhibit 3-A.1 Washington Energy Company Form 10-K for 
        the year ended September 30, 1990, File No.0-8745). 

4.3     Articles of Amendment to the Restated Articles of 
        Incorporation of Washington Energy Company, dated June 
        14, 1991 (incorporated herein by reference to Exhibit 
        3-A.2 Washington Energy Company Form 10-K for the year 
        ended September 30, 1991, File No.0-8745). 

4.4     Bylaws of Washington Energy Company (incorporated 
        herein by reference to Exhibit 3-B.1 Washington Energy 
        Company Form 10-K for the year ended September 30, 
        1990, File No.0-8745). 
4.5     Amendment to Bylaws of Washington Energy Company dated 
        December 12, 1990 (incorporated herein by reference to 
        Exhibit 3-B.2 Washington Energy Company Form 10-K for 
        the year ended September 30, 1990, File No.0-8745). 

5*      Opinion of Riddell, Williams, Bullitt& Walkinshaw. 
23.1*   Consent of Arthur Andersen & Co., independent public 
        accountants. 

23.2*   Consent of Riddell, Williams, Bullitt& Walkinshaw 
        (included in opinion filed as Exhibit 5 to this 
        Registration Statement). 

24*     Powers of Attorney (included on signature pages) 
99*     Stock Option Plan
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22472}]
{"company-data": {"conformed-name": "WASHINGTON ENERGY CO", "cik": "0000225998", "assigned-sic": "4924", "irs-number": "911005304", "state-of-incorporation": "WA", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-55381", "film-number": "94548072"}, "business-address": {"street1": "P.O. BOX 1869", "city": "SEATTLE", "state": "WA", "zip": "98111-1869", "phone": "2066226767"}, "mail-address": {"street1": "P O BOX 1869", "city": "SEATTLE", "state": "WA", "zip": "98111"}}
PAGE 1 

As filed with the Securities and Exchange Commission on September
2, 1994 
                                                   Registration
No. 33-        
_________________________________________________________________
_____________ 
_________________________________________________________________
_____________ 
                                                                  
            

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

                                   FORM S-8 
                            REGISTRATION STATEMENT 
                                     UNDER 
                          THE SECURITIES ACT OF 1933 

                           WASHINGTON ENERGY COMPANY 
            (Exact name of registrant as specified in its
charter) 

WASHINGTON                                                  
91-1005304 
(State or Other Jurisdic-                            (I.R.S.
Employer Identifi- 
tion  of  Incorporation  or                                 
cation No.) 
Organization) 

                                   815 Mercer Street 
                               Seattle, Washington 98109 
                                    (206) 662-6767 

             (Address, including zip code, and telephone number,
including 
                area code, of registrant's principal executive
offices) 

                                 _________________________ 

                                 Washington Energy Company 
                                     Stock Option Plan 

                                 (Full Title of the Plan) 

                                 _________________________ 

                                    James P. Torgerson 
                              Senior Vice President-Finance, 
                                 Planning and Development 
                                     815 Mercer Street 
                                 Seattle, Washington 98109 
                                      (206) 662-6767 

                 (Name, address, including zip code, and
telephone number, 
                        including area code, of agent for
service) 

                                 _________________________ 
                                   CALCULATION OF REGISTRATION
FEE 

 Title of Each   Amount to Be   Proposed Max-   Proposed Max-  
Amount of 
 Class of Se-    Registered     imum Offering   imum Aggre-    
Registration 
 curities to     (1)            Price Per       gate Offering  
Fee 
 Be Registered                  Share (2)       Price (2) 
 $5.00 par       800,000        $15.00          $12,000,000    
$4,138 
 value           shares 
 Common Stock 
(1)  Plus  (i)  an  indeterminate  number  of  shares of Common
Stock that may 
     become  issuable  under the Plan as a result of the
adjustment provisions 
     therein,  and  (ii)  if  any  interests  in the Plan
constitutes separate 
     securities  required  to  be registered under the Securities
Act of 1933, 
     then,  pursuant to Rule 416(c), an indeterminate amount of
such interests 
     to be offered or sold pursuant to the Plan. 

(2)  Computed  pursuant  to  Rule 457 based on an offering price
of $15.00 per 
     share  (the  average of the high and low sales prices
reported by the New 
     York  Stock  Exchange on August 30, 1994) for the 800,000
shares issuable 
     upon  exercise  of  options,  and/or stock appreciation
rights granted in 
     tandem  with  options,  granted  nor to be granted under the
Stock Option 
     Plan. 

                                                                  
            

                                    PAGE 2 

                                    PART II 

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

Item 3.   Incorporation of Certain Documents by Reference 

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

          i.       The  Registrant's  Annual Report on Form 10-K
for the year 
              ended September 30, 1993; 

          ii.      All  other  reports  filed  by  the 
Registrant  with  the 
              Commission pursuant to Section 13(a) or 15(d) of
the Securities 
              Exchange  Act  of  1934, as amended (the "Exchange
Act"), since 
              September 30,1993; and 

          iii.          The  description  of the Registrant's
Common Stock set 
                   forth  in  the Registration Statement on Form
8-A filed by 
                   the Registrant with the Commission on July 27,
1992, under 
                   Section 12(b) of the Exchange Act. 

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

     Any  statement  incorporated  by  reference  herein shall be
deemed to be 
modified  or  superseded  for  purposes  of this Registration
Statement to the 
extent  that  a  statement contained herein or in any other
subsequently filed 
document  which  also  is  or is deemed to be incorporated by
reference herein 
modifies  or  supersedes  such  statement.    Any  statement  so 
modified  or 
superseded  shall  not  be  deemed,  except  as  so modified or
superseded, to 
constitute a part of this Registration Statement. 

Item 4.  Description of Securities 

     Not required. 

Item 5.  Interests of Named Experts and Counsel 

     None.  

Item 6.  Indemnification of Directors and Officers 

     The  Washington  Business  Corporation  Act  (Title  23B 
RCW, as revised 
effective  July  1, 1990, Chapter 165, Laws of 1989) (the "Act")
provides that 
under  certain  circumstances  a  corporation may indemnify any
person for any 

judgment,   settlement,  penalty,  fine  and  reasonable 
expenses  (including 
attorneys'  fees)  incurred  in  connection  with  a  threatened, 
pending  or 
completed  action, suit or proceeding, whether civil, criminal,
administrative 
or  investigative  in  which  such person is made, or threatened
to be made, a 
defendant  or  respondent  by  reason  of  the fact that he or
she is or was a 
director or officer of the corporation. 

                                    PAGE 3 

     Under  Washington law, a corporation generally has the power
to indemnify 
a  director  (or  former  director) if (a) he or she conducted
himself in good 
faith  and (1) in the case of conduct in his or her own official
capacity with 
the corporation, he or she reasonably believed his or her conduct
to be in the 
corporation's  best  interest, or (2) in all other cases, he or
she reasonably 
believed  his  or  her conduct to be at least not opposed to the
corporation's 
best  interests; and (b) in the case of any criminal proceeding,
he or she had 
no  reasonable  cause  to  believe  his  or her conduct was
unlawful.  The Act 
further provides that a director shall not be indemnified in
connection with a 
proceeding  by  or  in  the  right  of  the corporation in which
he or she was 
adjudged liable to the corporation, or with respect to any
proceeding, whether 
or  not  involving  action in his or her official capacity, in
which he or she 
shall  have  been adjudged to be liable on the basis that he or
she improperly 
received  a personal benefit in money, property or services to
which he or she 
was  not  legally entitled.  In the case of a proceeding by or in
the right of 
the  corporation, indemnification is limited by the Act to
reasonable expenses 
incurred  in connection with the proceeding.  The Act further
provides that no 
indemnification  of  a  director  or  former  director  shall  be 
made by the 
corporation  unless  authorized  in a specific case after a
determination that 
indemnification of the director is permissible in the
circumstances because he 
or she has met the standard of conduct set forth in the
applicable subsection. 
This  determination  is to be made (a) by the board of directors
by a majority 
vote  of  a  quorum  consisting  of  directors  not at the time
parties to the 
proceedings  in  question;  (b) if such a quorum cannot be
obtained, then by a 
majority  vote  of  a  committee of the board consisting solely
of two or more 
directors  not  at  the time parties to such proceeding; (c) in
the opinion of 
special legal counsel; or (d) by the shareholders. 

     Under  certain  circumstances  a  court  may  order 
indemnification of a 
director  by  a  corporation even though the standards set forth
above may not 
have been met. 

     The Act further provides that a corporation has the power to
indemnify an 
officer  who  is  not  a  director  (as  well  as  employees and
agents of the 
corporation  who  are  not directors) to the same extent that it
may indemnify 
directors  and to such further extent, consistent with law, as
may be provided 
by  its  articles  of incorporation, bylaws, general or specific
action of its 
board  of  directors, or contract.  Therefore, indemnification of
officers who 
are  not  directors  under  the  Company's  Bylaws  is not
subject to the same 
specific  limitations and standards of conduct as set forth above
with respect 
to indemnification of directors. 

     Article  IX  of  the  Company's  Bylaws  provides  that the
Company shall 
indemnify each person that was, is, or is threatened to be made a
party to, or 
is  otherwise involved in any actual or threatened proceeding by
reason of the 
fact  that  he  or she is or was a director or officer of the
Company, against 
all  expense, liability and loss (including attorneys' fees,
judgments, fines, 
ERISA  excise  taxes  and  penalties  and  amounts  to  be paid
in settlement) 
actually   and  reasonably  incurred  or  suffered  in 
connection  with  such 
participation  or  involvement,  provided  that  no  such 
indemnification  is 
permitted if the Company is prohibited from paying such
indemnification by the 
applicable  provisions  of the Act or any other applicable law
then in effect. 
The  Bylaws  further  provide  that  the right of indemnification
includes the 
right  to  be  paid  by the Company for the expenses incurred in
defending any 
proceeding  in  advance of its final disposition, provided that
(1) the person 
seeking  indemnification submits an agreement to repay all
amounts so advanced 

if  it  shall  be  ultimately  determined that he or she is not
entitled to be 
indemnified, and (2) such person either delivers a written
affirmation that he 
or  she  has  met  the  standard of conduct necessary for
indemnification or a 
determination  that  he  or  she  has  met such standard of
conduct, as may be 
permitted or required by the Act or other applicable law. 

                                    PAGE 4 

     Any  indemnification  of a director in accordance with the
Act, including 
a n y  payment  or  reimbursement  of  expenses,  shall  be 
reported  to  the 
shareholders with the notice of the next shareholders meeting or
prior thereto 
in  a  written  report  containing  a  brief  description  of 
the proceedings 
involving  the  director  being  indemnified and the nature and
extent of such 
indemnification. 

     Officers  and  directors  of  the  Company  are  covered  by 
a policy of 
insurance  maintained by the Company which (with certain
exceptions and within 
certain  limitations)  indemnifies  them  against loss and
liabilities arising 
from  any alleged "wrongful act" including an alleged error or
misstatement or 
misleading statement or wrongful act or omission or neglect or
breach of duty. 

     The Company's Restated Articles of Incorporation, as
amended, provide, as 
permitted  by  the Act, that a director of the Company shall not
be personally 
liable  to the Company or its shareholders for monetary damages
for conduct as 
a  director,  except  for liability for (1) any acts or omissions
that involve 
intentional  misconduct  by  the director or a knowing violation
of law by the 
director;  (2)  any conduct that violates Section 23B.08.310
(formerly Section 
2 3 A . 08.450)  of  the  Act  (pertaining  to  unpermitted 
distributions  to 
shareholders  or  loans  to  directors); or (3) any transaction
from which the 
director  will  personally receive a benefit in money, property
or services to 
which the director is not legally entitled. 

     Reference is made to the Registrant's Restated Articles of
Incorporation, 
filed  as  Exhibit  4.1  to  this Registration Statement, and the
Registrant's 
Bylaws, filed as Exhibit 4.2 to this Registration Statement. 

Item 7.  Exemption from Registration Claimed 

     Not applicable. 

Item 8.  Exhibits  

     See Exhibit Index at page 7. 

                                    PAGE 5 

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;  

              (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; and 

              (iii)     To  include any material information with
respect 
          to  the  plan  of  distribution not previously
disclosed in the 
          R e g istration  Statement  or  any  material  change 
to  such 
          information in the Registration Statement;  

     provided,  however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply 
     if  the information required to be included in a
post-effective amendment 
     by  those  paragraphs  is  contained  in  periodic  reports 
filed by the 
     Registrant  pursuant  to Section 13 or 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 the 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. 

     (b)  The  undersigned  Registrant hereby undertakes 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 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 
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 of 1933 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
Securities and 
Exchange Commission such indemnification is against public policy
as expressed 
in  the Securities Act of 1933 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 
s e t tled  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 of 1933 and
will be governed 
by the final adjudication of such issue. 

                                    PAGE 6 

                                  SIGNATURES 

     Pursuant  to  the  requirements  of  the  Securities  Act 
of  1933,  the 
Registrant  certifies  that  it has reasonable grounds to believe
it meets all 
the  requirements  for filing on FormS-8 and has duly caused this
Registration 
Statement  to  be  signed  on  its  behalf  by the undersigned,
thereunto duly 
authorized, in the City of Seattle, State of Washington, on
August 17, 1994. 

              WASHINGTON ENERGY COMPANY 

              By  /s/ William P. Vititoe                          
            
                  William P. Vititoe 
                  President and Chairman of the Board 

                               POWER OF ATTORNEY 

     Each person whose signature appears below hereby constitutes
and appoints 
William  P.  Vititoe, James P. Torgerson and Marion V. Larson and
each of them 
severally,  his  true and lawful attorneys-in-fact and agents,
with full power 
to  act  without  the  other  and  with  full  power  of 
substitution  and 
resubstitution,  to execute in his name and on his behalf,
individually and in 
each  capacity  stated  below,  any  and  all  amendments  and 
post-effective 
amendments to this Registration Statement, any and all
supplements hereto, and 
any  and all other instruments necessary or incidental in
connection herewith, 
and to file the same with the Commission. 

     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 dates indicated below. 

          Signature                      Title                  
Date 

   /s/ William P. Vititoe          Chairman of the Board   
August 17, 1994 
 William P. Vititoe                of the Board of 
                                   Directors (Principal 
                                   Executive Officer), 
                                   President and 
                                   Director 
   /s/ James P. Torgerson          Senior Vice             
August 17, 1994 
 James P. Torgerson                President-Finance, 
                                   Planning and 
                                   Development (Prin- 
                                   cipal Financial 
                                   Officer) 

   /s/ Allyn P. Hebner             Vice President and      
August 17, 1994 
 Allyn P. Hebner                   Assistant Treasurer 
                                   (Principal Accounting 
                                   Officer) 

   /s/ Virginia Anderson           Director                
August 17, 1994 
 Virginia Anderson 

          Signature                      Title                  
Date 

   /s/ Robert F. Bailey            Director                
August 17, 1994 
 Robert F. Bailey 

   /s/ Donald J. Covey             Director                
August 17, 1994 
 Donald J. Covey 

   /s/ John W. Creighton,          Director                
August 17, 1994 
 Jr.                          
 John W. Creighton, Jr. 

   /s/ Robert L. Dryden            Director                
August 17, 1994 
 Robert L. Dryden 

   /s/ Tomio Moriguchi             Director                
August 17, 1994 
 Tomio Moriguchi 

   /s/ Sally G. Narodick           Director                
August 17, 1994 
 Sally G. Narodick 

                                    PAGE 7 

                                 EXHIBIT INDEX 

     Certain  of  the following exhibits are filed herewith. 
Certain other of 
the  following exhibits have heretofore been filed with the
Commission and are 
incorporated herein by reference. 

     (*Filed herewith) 
Exhibit 
Number  Description 

4.1     Restated Articles of Incorporation of Washington 
        Energy Company (incorporated by reference to Exhibit 
        3-A Washington Energy Company Form 10-Q for the 
        quarter ended June 30, 1988, File No.0-8745) 
4.2     Articles of Amendment to the Restated Articles of 
        Incorporation of Washington Energy Company, dated 
        March 6, 1990 (incorporated herein by reference to 
        Exhibit 3-A.1 Washington Energy Company Form 10-K for 
        the year ended September 30, 1990, File No.0-8745). 

4.3     Articles of Amendment to the Restated Articles of 
        Incorporation of Washington Energy Company, dated June 
        14, 1991 (incorporated herein by reference to Exhibit 
        3-A.2 Washington Energy Company Form 10-K for the year 
        ended September 30, 1991, File No.0-8745). 

4.4     Bylaws of Washington Energy Company (incorporated 
        herein by reference to Exhibit 3-B.1 Washington Energy 
        Company Form 10-K for the year ended September 30, 
        1990, File No.0-8745). 
4.5     Amendment to Bylaws of Washington Energy Company dated 
        December 12, 1990 (incorporated herein by reference to 
        Exhibit 3-B.2 Washington Energy Company Form 10-K for 
        the year ended September 30, 1990, File No.0-8745). 

5*      Opinion of Riddell, Williams, Bullitt& Walkinshaw. 
23.1*   Consent of Arthur Andersen & Co., independent public 
        accountants. 

23.2*   Consent of Riddell, Williams, Bullitt& Walkinshaw 
        (included in opinion filed as Exhibit 5 to this 
        Registration Statement). 

24*     Powers of Attorney (included on signature pages) 
99*     Stock Option Plan