UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K

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

Date of report (Date of earliest event reported): October 22, 2004

	Exact name of registrant as specified	I.R.S.
	in its charter, state of incorporation,	Employer
Commission	address of principal executive offices,	Identification
File Number	Telephone	Number

1-16305	PUGET ENERGY, INC.	91-1969407
	A Washington Corporation.
	10885 - N.E. 4th Street, Suite 1200
	Bellevue, Washington 98004-5591
	(425) 454-6363

1-4393	PUGET SOUND ENERGY, INC.	91-0374630
	A Washington Corporation
	10885 - N.E. 4th Street, Suite 1200
	Bellevue, Washington 98004-5591
	(425) 454-6363

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition
On October 22, 2004 the Company issued the following press release.

Puget Energy reports third-quarter 2004 earnings

        Bellevue, Wash. (October 22, 2004) — Puget Energy (NYSE: PSD) today reported third-quarter 2004 net income of $11.1 million, or $0.11 per share, compared to net income of $9.9 million, or $0.10 per share in the third quarter of 2003.

Summary

	Third Quarter ended September 30
(in millions except per share data)	2004	2003
Revenues	$515.0	$490.3
Net Income for common stock	$11.1	$9.9
Earnings per share (diluted)	$0.11	$0.10

        “Third quarter results met our expectations,” said Puget Energy President and CEO Steve Reynolds. “We are fulfilling our commitment to provide Puget Sound Energy customers with reliable, low-cost energy, and I am pleased with the progress we are making on our various infrastructure investment initiatives.
        “During the third quarter, Puget Sound Energy announced its intent to purchase a 220-megawatt wind farm project in the eastern part of its service territory. As we move forward with our strategic plan, we anticipate continued progress with the pending general rate case,” added Reynolds.
        Puget Energy today reaffirmed its previously announced earnings guidance for year-end 2004 of $1.20 to $1.30 per diluted share. This guidance assumes normal weather patterns in the fourth quarter of 2004.

Third quarter 2004 summary for Puget Sound Energy (PSE)

• PSE reported income for common stock of $9.6 million for the third quarter of 2004, or $0.10 per diluted share, compared with income for common stock of $8.4 million, or $0.09 per diluted share, for the same period in 2003.

• PSE’s electric margin for the third quarter of 2004 increased $9.7 million pretax or $0.06 per diluted share compared with the third quarter of 2003, despite a regulatory disallowance of $2.8 million pretax or $0.02 per diluted share in connection with gas supply costs for the Tenaska generating project as described below. The increase in electric margin is primarily due to PSE not being adversely impacted by excess power costs in the third quarter of 2004 compared to excess power costs of $5.8 million pretax or $0.04 per diluted share for the same period in 2003. PSE’s electric margin also increased by $2.5 million pretax as a result of an electric rate tariff increase effective May 24, 2004 designed to recover costs for the Frederickson plant’s utility operations and maintenance expenditures. In addition, retail kilowatt-hour sales rose by 3.1 percent in the third quarter of 2004 compared with the same period in 2003.

• Slightly warmer temperatures during the months of July and August in 2004, combined with electric customer growth of 2.3 percent, contributed to the 3.1 percent increase in electric retail kilowatt-hour sales over the same period in 2003. Electric customers increased in the third quarter of 2004 to approximately 994,300 customers.

• PSE’s gas margin in the third quarter of 2004 increased by $0.7 million pretax from the same quarter in 2003 as a result of a 0.6 percent increase in therm sales volumes to customers. During the third quarter of 2004, the average number of natural gas customers in PSE’s service territory grew by 3.9 percent to approximately 661,000 at September 30, 2004.

• Other operating revenues increased by $2.1 million pretax or $0.01 per diluted share primarily due to net gains from property sales in the third quarter of 2004.

• PSE’s third quarter of 2003 financial results included a gain on corporate owned life insurance of $1.7 million after-tax, or $0.02 per diluted share. No similar gains were recorded in the third quarter of 2004.

• PSE’s third quarter 2003 financial results reflected a $3.0 million or $0.03 per diluted share, reduction of income tax expense related to true-ups of 2002 tax expense following the company filing its 2002 federal income tax return in the third quarter of 2003. In the third quarter of 2004, PSE’s income tax expense increased by $0.3 million as a result of a similar true-up of 2003 federal income tax expense.

• PSE’s interest expense and preferred stock dividends decreased in the third quarter of 2004 by $3.5 million after-tax or $0.03 per diluted share compared with the same quarter of 2003, reflecting redemption of high cost debt and preferred stock.

• PSE’s energy sales to utility customers are seasonal, with the highest volume of sales occurring during the heating season in the first and fourth calendar quarters and the lowest sales during the third quarter. Under typical operating conditions, PSE’s income and common equity are usually at their lowest levels in the third quarter and peak in the first and fourth quarters. The increase in PSE’s common equity from its income for common stock of $0.10 per diluted share for the third quarter of 2004 was offset by the $0.25 per common share dividend paid to its parent, Puget Energy. Consequently, PSE’s common equity ratio dropped to 39.1 percent at September 30, 2004 from 40.5 percent at June 30, 2004. PSE’s common equity ratio was 37.0 percent at September 30, 2003. The company expects PSE’s common equity ratio to be above 40 percent by year-end 2004.

Third quarter 2004 summary for InfrastruX Group (InfrastruX)

• InfrastruX, the unregulated utility construction services subsidiary of Puget Energy, reported net income of $1.6 million, or $0.02 per diluted share, in the third quarter of 2004 net of minority interests, which matched results in the third of quarter 2003.

• InfrastruX’s net income for the first nine months of 2004 was $4.1 million or $0.04 per diluted share, net of minority interest, as compared with $0.9 million for the first nine months of 2003. InfrastruX’s results in the first quarter of 2003 were adversely impacted by harsh weather conditions in the northeast region and in Texas, where InfrastruX has significant operations.

        Puget Energy Third Quarter 2004 vs. Third Quarter 2003 EPS Reconciliation

	Cents per diluted share
Puget Energy Q3 2003 Reported Earnings		$0	.10
Federal tax benefit in 2003		(0	.03)
Gain on corporate owned life insurance in 2003		(0	.02)
Increase in electric margin in 2004		0	.06
Lower interest expense & preferred stock dividends in 2004		0	.03
Increase in depreciation expense in 2004		(0	.02)
Less: All other variances, net		(0	.01)
Puget Energy Q3 2004 Earnings		$0	.11

PSE Regulatory Initiatives

• Effective May 24, 2004, PSE’s retail electric rates increased by approximately 3.2 percent, or $44.1 million on an annualized basis, following approval by the Washington Utilities and Transportation Commission (WUTC) in PSE’s power cost only rate case. The increase allows PSE to recover higher power costs incurred to serve its electric customers, including recovery of costs related to PSE’s purchase of a 49.85 percent interest or approximately 124 megawatts in the Frederickson Power generating facility located near Tacoma, Washington for approximately $81 million. The Federal Energy Regulatory Commission (FERC) also approved the acquisition of the Frederickson Power generating facility.

• In addition to approving increased retail electric rates, the WUTC issued separate orders on May 13, 2004 and June 7, 2004 which resolved certain outstanding issues related to past and potential future fuel cost disallowances for the Tenaska generating facility, as described in further detail in Puget Energy’s August 5, 2004 Form 8-K and June 30, 2004 Form 10-Q filed with the SEC.

• PSE filed an electric and natural-gas general rate-increase proposal with the WUTC on April 5, 2004 to financially strengthen the utility as well as to enhance customer service and stabilize energy costs. The rate case proposes increases of 5.8 percent, or $82.8 million annually, and 6.8 percent, or $48.9 million annually for electric and natural gas customers, respectively. The WUTC has established a hearing schedule in the proceeding, which calls for a decision on PSE’s request no later than the first quarter of 2005. PSE is in the process of preparing its rebuttal to opposing and intervenors’testimony filed on September 23, 2004. PSE is required to file its rebuttal testimony with the WUTC by November 3, 2004.

• Effective October 1, 2004, PSE’s natural gas rates increased 17.6 percent reflecting an adjustment under PSE’s Purchased Gas Adjustment (PGA) Mechanism to allow PSE to recover higher wholesale gas costs incurred to serve its firm and interruptible customers. PGA rate increases do not impact PSE earnings.

THIRD QUARTER 2004 EARNINGS PRESENTATION WEBCAST

A management discussion of the third quarter results is scheduled for 2:15PM ET (11:15AM PT) on Tuesday, October 26, 2004. A live webcast of the presentation can be accessed through the Investors section at www.pse.com. The webcast will be archived and available for replay following the live broadcast through midnight (ET) on Thursday, November 25, 2004.

Puget Energy is an energy services holding company that conducts all of its operations through its subsidiaries, PSE and InfrastruX Group. PSE is a regulated utility company that generates, purchases and sells electricity; and purchases, transports and sells natural gas. The service territory of PSE covers approximately 6,000 square miles, principally in the Puget Sound region of Washington state. InfrastruX specializes in contracting services to other gas and electric utilities primarily in the Midwest, Texas, and the south-central and eastern United States regions.

CAUTIONARY STATEMENT: Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, among which include earnings guidance for the year-end 2004. Forward-looking statements are based on the opinions and estimates of management at the time the statements are made and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that could affect actual results include, among others, governmental policies and regulatory actions, including those of the WUTC, and weather conditions. More information about these and other factors that potentially could affect the company’s financial results is included in Puget Energy’s and PSE’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and in their other public filings filed with the Securities and Exchange Commission. Except as required by law, Puget Energy and PSE undertake no obligation to update any forward-looking statements.

###

PUGET ENERGY — SUMMARY INCOME STATEMENT
(In thousands, except per-share amounts)

	Unaudited Three months ended 9/301						Unaudited Nine months ended 9/301
	2004			2003			2004			2003
Operating revenues
Electric 2	$	322,669		$	318,161		$	1,018,256		$	1,014,234
Gas		89,432			78,171			484,603			382,706
Non-utility construction services		99,925			93,142			267,496			256,162
Other		2,925			784			4,005			1,853
Total operating revenues		514,951			490,258			1,774,360			1,654,955
Operating expenses
Purchased electricity 2		147,589			149,628			517,803			512,542
Residential exchange		(34,014	)		(32,894	)		(123,799	)		(122,550	)
Purchased gas		44,574			35,469			270,683			179,795
Electric generation fuel		25,130			21,252			60,132			47,415
Unrealized (gain) loss on derivative instruments		1,894			905			(1,042	)		383
Utility operations & maintenance		67,093			67,682			214,149			211,632
Other operations & maintenance		87,361			81,435			232,908			229,072
Depreciation & amortization		62,204			59,159			183,614			176,424
Conservation amortization		4,747			9,897			17,746			23,914
Taxes other than income taxes		46,024			43,176			159,138			147,787
Income taxes		8,524			160			44,307			36,358
Total operating expenses		461,126			435,869			1,575,639			1,442,772
Operating income		53,825			54,389			198,721			212,183
Other income (net of tax)		318			2,663			1,968			5,614
Income before interest charges & minority interest		54,143			57,052			200,689			217,797
Interest charges
AFUDC		(1,650	)		(1,034	)		(3,807	)		(2,352	)
Interest expense		44,484			45,879			133,310			140,843
Mandatorily redeemable securities interest expense 3		23			1,048			68			1,048
Total interest charges		42,857			45,893			129,571			139,539
Minority interest		162			156			408			106
Net income before cumulative effect of
accounting change		11,124			11,003			70,710			78,152
SFAS-143 transition adjustment loss (net of tax)		--			--			--			169
Net Income		11,124			11,003			70,710			77,983
Less preferred stock dividend accruals 3		--			1,118			--			4,779
Income for common stock	$	11,124		$	9,885		$	70,710		$	73,204
Common shares outstanding		99,580			94,125			99,373			93,930
Diluted shares outstanding		100,043			94,635			99,836			94,440
Basic earnings per common share before
cumulative effect of accounting change	$	0.11		$	0.10		$	0.71		$	0.78
Cumulative effect of accounting change		--			--			--			--
Basic earnings per common share	$	0.11		$	0.10		$	0.71		$	0.78
Diluted earnings per common share before
cumulative effect of accounting change	$	0.11		$	0.10		$	0.71		$	0.77
Cumulative effect of accounting change		--			--			--			--
Diluted earnings per common share 4	$	0.11		$	0.10		$	0.71		$	0.77

¹ Partial-year results may not accurately predict full-year performance, as earnings are significantly affected by weather.

² Effective January 1, 2004, non-trading derivative instruments meeting Emerging Issues Task Force Issue No. 03-11 must be shown net in the income statement. Previous year amounts have been reclassified to conform to the current presentation.

³ Effective July 1, 2003, SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity,” requires companies with equity that has characteristics of debt to classify their dividends as interest expense instead of as preferred stock dividends.

⁴ Diluted earnings per common share include the dilutive effect of securities related to employee compensation plans.

PUGET SOUND ENERGY — UTILITY OPERATING DATA

	Three months ended 9/30				Nine months ended 9/30
	2004		2003		2004			2003
Energy sales revenues ($ in thousands; unaudited)
Electricity
Residential	$	122,397	$	114,544	$	459,058		$	442,275
Commercial		143,711		135,128		428,877			411,231
Industrial		22,165		21,465		65,318			66,306
Other retail sales, including change in		5,379		8,175		(11,199	)		(7,090	)
unbilled
Subtotal, retail sales		293,652		279,312		942,054			912,722
Transportation, including change in unbilled		2,728		2,618		7,342			9,229
Sales to other utilities & marketers 1		16,558		26,833		38,793			67,352
Other 2		9,731		9,398		30,067			24,931
Total electricity sales		322,669		318,161		1,018,256			1,014,234
Gas
Residential		47,100		41,281		295,381			236,672
Commercial		29,046		24,599		144,155			108,135
Industrial		6,864		5,996		25,436			19,153
Subtotal, retail sales		83,010		71,876		464,972			363,960
Transportation		3,133		3,643		9,679			10,503
Other		3,289		2,652		9,952			8,243
Total gas sales		89,432		78,171		484,603			382,706
Total energy sales revenues	$	412,101	$	396,332	$	1,502,859		$	1,396,940
Energy sales volumes (Unaudited)
Electricity (in mWh)
Residential		1,930,772		1,854,841		7,367,917			7,180,292
Commercial		2,146,246		2,058,314		6,315,736			6,100,560
Industrial		351,834		341,076		1,008,459			1,030,225
Other, including change in unbilled		33,569		73,560		(269,806	)		(186,586	)
Subtotal, retail sales		4,462,421		4,327,791		14,422,306			14,124,491
Transportation, including change in unbilled		530,204		521,252		1,473,620			1,521,366
Sales to other utilities & marketers		379,280		624,044		930,570			1,741,305
Total mWh		5,371,905		5,473,087		16,826,496			17,387,162
Gas (in 000's of therms)
Residential		43,403		42,353		315,128			315,033
Commercial		35,067		34,139		182,749			177,915
Industrial		9,206		9,458		34,142			32,968
Transportation		45,238		46,152		148,834			155,284
Total gas volumes		132,914		132,102		680,853			681,200
Margins 3 ($ in thousands; unaudited)
Electric	$	149,271	$	139,610	$	451,997		$	458,536
Gas		34,349		33,606		163,035			161,400
Customers served 4 (Unaudited)
Electricity
Residential		878,208		856,801		871,422			851,994
Commercial		109,952		109,403		109,447			108,118
Industrial		3,939		3,947		3,957			3,947
Other		2,233		2,084		2,163			2,048
Transportation		17		16		17			16
Total electricity customers		994,349		972,251		987,006			966,123
Gas
Residential		608,873		585,947		602,085			580,704
Commercial		49,267		47,488		48,712			47,244
Industrial		2,689		2,709		2,712			2,721
Transportation		129		134		129			135
Total gas customers		660,958		636,278		653,638			630,804
Weather (Unaudited)
Actual heating degree days		219		135		2,779			2,832
Normal heating degree days 5		238		238		3,089			3,068

¹ Effective January 1, 2004, non-trading derivative instruments meeting Emerging Issues Task Force Issue No. 03-11 must be shown net in the income statement. Previous year amounts have been reclassified to conform to the current presentation.

² Includes Conservation Trust collection and sales of non-core gas supplies. As of the third quarter 2003 the Conservation Trust payments to bondholders are no longer shown as a reduction in revenue but as an expense due to the consolidation of the Conservation Trust onto PSE’s books beginning July 1, 2003. There is no impact on net income.

³ Electric margin is electric sales to retail and transportation customers less the cost of generating and purchasing electric energy sold to customers, including transmission costs, to bring electric energy to PSE’s service territory. Gas margin is gas sales to retail and transportation customers less the cost of gas purchased, including gas transportation costs, to bring gas to PSE’s service territory.

⁴ Quarterly data represents average served during September.

⁵ Seattle-Tacoma Airport statistics reported by NOAA which are based on a 30-year average, 1971-2000. Heating degree days measure how far the daily average temperature falls below 65 degrees. Heating degree days in 2004 are adjusted for leap year by adding the February 28th heating degree day amount.

PUGET ENERGY — SEGMENT RESULTS
(In thousands)

Three months ended 9/30/04 (Unaudited)	Regulated Utility Operations			InfrastruX		Other1			Puget Energy Total
Revenues	$	412,101		$	99,925	$	2,925		$	514,951
Depreciation and amortization		57,534			4,606		64			62,204
Income taxes		6,254			1,567		703			8,524
Operating income		48,738			3,607		1,480			53,825
Interest charges		41,072			1,730		55			42,857
Minority interest		--			162		--			162
Net income		8,126			1,677		1,321			11,124
Goodwill, net at 9/30/04	$	--		$	133,069	$	--		$	133,069
Total assets at 9/30/04		5,409,049			366,462		69,901			5,845,412
Three months ended 9/30/03 (Unaudited)
Revenues	$	396,332		$	93,142	$	784		$	490,258
Depreciation and amortization		54,881			4,216		62			59,159
Income taxes		(1,260	)		1,492		(72	)		160
Operating income		51,018			3,390		(82	)		54,389
Interest charges		44,178			1,662		53			45,893
Minority interest		--			156		--			156
Net income		9,396			1,616		(9	)		11,003
Nine months ended 9/30/04 (Unaudited)
Revenues	$	1,502,859		$	267,496	$	4,005		$	1,774,360
Depreciation and amortization		169,845			13,577		192			183,614
Income taxes		40,153			3,685		469			44,307
Operating income		188,148			9,186		1,387			198,721
Interest charges		124,900			4,514		157			129,571
Minority interest		--			408		--			408
Net income		65,347			4,237		1,126			70,710
Nine months ended 9/30/03 (Unaudited)
Revenues	$	1,396,940		$	256,162	$	1,853		$	1,654,955
Depreciation and amortization		164,074			12,176		174			176,424
Income taxes		35,528			964		(134	)		36,358
Operating income		206,856			5,236		91			212,183
Interest charges		135,349			4,119		71			139,539
Minority interest		--			106		--			106
Net income		74,939			1,007		2,037			77,983
Goodwill, net at 12/31/03	$	--		$	133,302	$	--		$	133,302
Total assets at 12/31/03		5,257,157			342,332		75,196			5,674,685

PUGET SOUND ENERGY — CAPITALIZATION²

(In thousands)	(Unaudited) At September 30, 2004					At December 31, 2003
	Amount		%			Amount		%
Junior subordinated debentures of the corporation
payable to a subsidiary trust holding
mandatorily redeemable preferred securities	$	280,250		7	.0%	$	280,250		7	.2%
Mandatorily redeemable preferred stock and
long-term debt, including current maturities		2,148,458		53	.9%		2,054,894		52	.8%
Common equity		1,556,670		39	.1%		1,555,469		40	.0%
Total capitalization including short-term debt	$	3,985,378		100	.0%	$	3,890,613		100	.0%

¹ Includes the non-regulated subsidiaries of Puget Sound Energy and miscellaneous holding company expenses. The principal non-regulated subsidiary of PSE is a real estate development company.

² At September 30, 2004 and December 31, 2003, Rainier Receivables, a wholly owned subsidiary of PSE, had sold $61 million and $111 million, respectively, in accounts receivable under the accounts receivable securitization program.

SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

PUGET ENERGY, INC.

PUGET SOUND ENERGY, INC.

/s/ James W. Eldredge

James W. Eldredge

Corporate Secretary and
Chief Accounting Officer

Date: October 22, 2004