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

[ ]Form 3 Holdings Reported
[ ]Form 4 Transactions Reported

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number: 3235-0362
Expires: December 31, 2001
Estimated average burden
hours per response. . . . . 0.5

1. Name and Address of Reporting Person^*
Gaines, Donald E

(Last) (First) (Middle)411 108th Avenue NE, 15th Floor

(Street)Bellevue, WA 98004-5515

(City) (State) (Zip)

2. Issuer Name and Ticker
or Trading Symbol

Puget Energy, Inc. PSD

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)

4. Statement for
(Month/Year)

December 2001

5. If Amendment,
Date of Original
(Month/Year)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer Other

Officer/Other
Description Vice President and Treasurer of Puget Sound Energy, inc.

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

X Individual Filing
Joint/Group Filing

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	12/31/2001	M	147.000 \| A \| $21.890		D
Common	12/31/2001	D	35.000 \| D \| $21.980	3,375.080	D
Common				1,999.504	I	By 401(k)
Common				1,291.883	I	By Spouse

If the form is filed by more than one reporting person, see instruction 4(b)(v).

(over)
SEC 2270 (3-99)

Gaines, Donald E - December 2001

Form 5 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned at End of Year (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership (Instr.4)
LTIP	$0.000 (1)	02/21/2001	A	(A) 4,364.000	12/31/2004 \| 12/31/2004	Common - 4,364.000		4,364.000	D
LTIP	(1)	12/31/2001	J (2)	(D) 1,600.000	12/31/2001 \| 12/31/2001	Common - 1,600.000		0.000	D
Restricted Stock Units	$0.000 (3)	12/31/2001	M (4)	(D) 147.000	12/31/2001 \| 12/31/2001	Common - 147.000	$21.890	0.000	D
LTIP	$0.000 (1)				12/31/2003 \| 12/31/2003	Common - 5,015.000		5,015.000	D
LTIP	$0.000 (1)				12/31/2002 \| 12/31/2002	Common - 3,490.000		3,490.000	D

Explanation of Responses :

** 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.

Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB number.

________________________________ __________________
** Signature of Reporting Person Date

Donald E Gaines

Page 2
SEC 2270 (3-99)

Gaines, Donald E - December 2001

Form 5 (continued)

FOOTNOTE Descriptions for Puget Energy, Inc. PSD

Form 5 - December 2001

Donald E Gaines
411 108th Avenue NE, 15th Floor

Bellevue, WA 98004-5515
Explanation of responses:

(1) LTIP Share Grants under the Puget Sound Energy Long-Term Incentive Plan for Officers and Key Employees of the Company and its subsidiaries. LTIP Shares are paid in Puget Energy stock when vested in an amount ranging from zero to 175% of LTIP Share Grants.
(2) 0 shares were awarded for the 1998-2001 LTIP cycle grants. Outstanding share grants were forfeited.
(3) One common share will be received for each stock unit.
(4) 1996-99 LTIP share award that was restricted until 12/31/01.

Page 3

PUGET ENERGY INC /WA 5