SC TO-C

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  SCHEDULE TO
                                (Rule 14d-100)
           TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                               UTILX CORPORATION
                       (Name of Subject Company (Issuer)

                         INFRASTRUX ACQUISITION, INC.
                            INFRASTRUX GROUP, INC.
                           PUGET SOUND ENERGY, INC.
                      (Names of Filing Persons (Offerors)

                                 COMMON STOCK
            (including the associated common stock purchase rights)
                        (Title of Class of Securities)

                                   918031105
                     (CUSIP Number of Class of Securities)

                                  John Durbin
                            InfrastruX Group, Inc..
                             411-108TH Avenue N.E.
                              Bellevue, WA  98004
                                (425) 454-6363
          (Name, Address and Telephone Number of Person Authorized to
        Receive Notice and Communications on Behalf of Filing Persons)

                                   COPY TO:
                                  Andrew Bor
                               Perkins Coie LLP
                         1201 Third Avenue, 40th Floor
                              Seattle, WA  98101
                                (206) 583-8888

                                 June 29, 2000


[X]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

     [X]  third-party tender offer subject to Rule 14d-1.

     [ ]  issuer tender-offer subject to Rule 13e-4.

     [ ]  going private transaction subject to Rule 13e-3.

     [ ]  amendment to Schedule 13D under Rule 13d-2

     Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]

ITEM 12. EXHIBITS.

(a)(1) Text of Joint Press Release dated June 29, 2000, issued by UTILX
       Corporation and InfrastruX Group, Inc.

                                 EXHIBIT INDEX

EXHIBIT
NUMBER        EXHIBIT NAME
- ------        ------------

(a)(1)        Text of Joint Press Release dated June 29, 2000, issued by UTILX
              Corporation and InfrastruX Group, Inc.

EX-99.(A)(1)

                                                               EXHIBIT 99.(a)(1)

FOR IMMEDIATE RELEASE - InfrastruX Group, Inc./UTILX Corporation News Release
- -----------------------------------------------------------------------------
June 29, 2000


                    InfrastruX, a wholly-owned subsidiary of
                Puget Sound Energy, to Acquire UTILX Corporation

BELLEVUE, WA - June 29, 2000 - InfrastruX Group, Inc., a wholly-owned subsidiary
of Puget Sound Energy, Inc. (NYSE:PSD), and UTILX Corporation (NASDAQ:UTLX)
today announced that the two companies have reached an agreement whereby
InfrastruX will acquire UTILX in a tender offer for approximately $50 million
cash or $6.125 per share. UTILX is a Kent, WA-based provider of infrastructure
construction services to utilities and telecommunications providers in the
United States and around the world. The transaction will make UTILX a wholly-
owned subsidiary of InfrastruX Group, Inc. InfrastruX was established on June 6,
2000 and marks PSE's entry into the infrastructure construction services market.
The purchase is expected to be completed in the third quarter of 2000.

"UTILX is an outstanding platform acquisition for our infrastructure services
initiative, providing a national presence, proprietary technology and a proven
management team," said Bill Weaver, President and Chief Executive Officer of
Puget Sound Energy, the parent company of InfrastruX. "This is a critical step
toward our goal of becoming a top-tier player in the services industry, as we
expand the non-regulated segment of our business."

UTILX Corporation, founded in 1984, provides specialty services and products to
electric, telecommunications, natural gas, water, sewer and other utilities in
the United States and around the world. The Company's primary business is
installing, replacing and restoring underground cables and pipes. Installation
and replacement services are provided through the Company's FlowMole(R) and
conventional trenching services. The Company also provides its CableCure(R)
service to utility customers to repair or prevent water damage and materially
extends the life of electric and telephone cables.

"We felt it was extremely important to partner with a company that truly
understood the unique value of UTILX, and to assure our shareholders of the best
deal possible," said William Weisfield, Chairman, President and Chief Executive
Officer of UTILX. "We feel that we accomplished both objectives, and are now
extremely well positioned to capitalize on the explosive demand for
infrastructure services." According to the terms of the agreement, Weisfield
will serve as President of UTILX Corporation.

"As the utility industry continues to change, we believe that utilities will
aggressively look to generate greater efficiencies by partnering with
exceptional outsource providers," said John Durbin, Chief Executive Officer of
InfrastruX. "UTILX is precisely the type of high quality provider that will
allow InfrastruX entrance into this high growth arena."

Under the terms of the merger agreement, which was approved unanimously by
UTILX's Board of Directors, a subsidiary of InfrastruX is expected to commence a
tender offer for all of the outstanding shares of UTILX by June 30, 2000.


                                     - 2 -

The offer is subject to the condition that 67% of the shares are tendered, as
well as regulatory approvals and other customary conditions. If the tender is
successful, it will be followed as promptly as possible by a merger in which any
remaining shares of UTILX stock will be converted into the right to receive
$6.125 per share in cash.

Security holders of UTILX Corporation should read the Tender Offer Statement on
Schedule TO filed with the SEC by InfrastruX Acquisition, Inc. and InfrastruX
Group, Inc. when it becomes available because it will contain important
information about the tender offer. Investors can obtain such Tender Offer
Statement on Schedule TO and other filed documents for free at the Security and
Exchange Commission's website at http://www.sec.gov.

InfrastruX Group, Inc., a newly formed subsidiary of Puget Sound Energy, is a
holding company formed to acquire providers of specialized contracting services,
offering end-to-end network infrastructure solutions to the electric power,
telecommunications, natural gas and cable television industries, including the
design, installation, repair and maintenance of network infrastructure such as
electrical transmission lines, fiber optic cable and other utility distribution
systems.

Puget Sound Energy, Inc., headquartered in Bellevue, Washington, is an investor-
owned public utility furnishing electric and gas service to more than 1.2
million homes and businesses primarily in the greater Puget Sound region of
Washington State.

This release contains forward-looking statements relating to UTILX and Puget
Sound Energy, their respective existing and future products and services and
future operating results that are subject to certain risks and uncertainties
that could cause actual results to differ materially from those projected. The
words "believe", "expect", "intend", "plan", variations of such words, and
similar expressions identify forward-looking statements, but their absence does
not mean that the statement is not forward-looking. These statements are not
guarantees of future performance and are subject to certain risks, uncertainties
and assumptions that are difficult to predict. Factors that could affect actual
results include competitive pressures, levels of work received from key
customers, weather, regulatory, other matters affecting the utility industry in
general, and any matters that could cause sudden changes in customer demand.
Reference is made to the latest Annual Report on Form 10-K filed with the SEC
for UTILX and Puget Sound Energy, respectively, for a detailed description of
risk factors. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this release.
UTILX and Puget Sound Energy, respectively, undertake no obligation to update
publicly any forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the occurrence of
unanticipated events.

Contact:
- --------

InfrastruX Group, Inc./Puget Sound Energy, Inc.           UTILX Corporation
Tim Hogan or John Durbin                                  Darla Vivit-Norris
425.454.6363                                              253.395.0200