SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCKEON STEPHEN A

(Last)

(First)

(Middle)

10885 NE 4TH STREET, PSE-12

(Street)

BELLEVUE

980045591

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PUGET ENERGY INC /WA [ PSD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Retired Officer as of 1/6/04

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	01/06/2004		M⁽¹⁾		19,883	A	$23.25	19,883	D
Common	01/06/2004		M⁽¹⁾		18,451	A	$23.25	38,334	D
Common	01/06/2004		M⁽¹⁾		22,519	A	$23.25	60,853	D
Common	01/06/2004		M⁽¹⁾		16,451	A	$23.25	77,304	D
Common	01/06/2004		S⁽¹⁾		77,304	D	$23.25	0	D
Common								21,697	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
LTIP	$0.00⁽²⁾	01/06/2004		M⁽¹⁾			18,451	12/31/2004	12/31/2004	Common	18,451	$23.25	0	D
LTIP	$0.00⁽²⁾	01/06/2004		M⁽¹⁾			22,519	12/31/2005	12/31/2005	Common	22,519	$23.25	1,501	D
LTIP	$0.00⁽²⁾	01/06/2004		M⁽¹⁾			16,451	12/31/2006	12/31/2006	Common	16,451	$23.25	7,478	D
LTIP	$0.00⁽²⁾	01/06/2004		M⁽¹⁾			19,883	12/31/2003	12/31/2003	Common	19,883	$23.25	0	D

Explanation of Responses:

1. Cash Settlement of all outstanding Long-Term Incentive Plan (LTIP) grants under the terms of Mr. McKeon's employment agreement of July 1, 2001. 77,304 vested shares were valued at $23.25 per PSD share.

2. LTIP share grants under the Puget Energy Long-Term Incentive Plan for Officers and Key Employees. LTIP Shares are paid in Puget Energy stock when vested in an amount ranging from zero to 175% of LTIP Share Grants.

Remarks:

	By: James W. Eldredge	01/08/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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