EXHIBIT 24-B 


                           WASHINGTON ENERGY COMPANY 

                                  CERTIFICATE 

      THE UNDERSIGNED, MARION V. LARSON, Assistant Secretary of WASHINGTON 
ENERGY COMPANY, does hereby certify that there is attached hereto a true, 
correct and complete copy of certain Resolutions duly adopted by the Board of 
Directors of Washington Energy Company pursuant to unanimous written consent, 
as permitted by the laws of the State of Washington, on January 30, 1995.  

      I further certify that none of said Resolutions have been altered, 
amended or revoked, that all of the same are now in full force and effect and 
are in conformity with the Restated Articles of Incorporation, as amended, and 
Bylaws of the Company on the date of this Certificate. 

      IN WITNESS WHEREOF, I have executed this Certificate on behalf of 
WASHINGTON ENERGY COMPANY, as its Assistant Secretary and have affixed its 
corporate seal hereto this 30th day of January 1995. 



                                          /s/ Marion V. Larson             
                                          By:  Marion V. Larson,  
                                               Assistant Secretary 
                                               







      WHEREAS, the Board of Directors of the Company considers it appropriate 
to reserve additional shares of the Company's common stock, $5.00 par value, 
to be sold pursuant to the terms of the Company's Dividend Reinvestment and 
Stock Purchase Plan; to eliminate the five percent (5%) discount from market 
price allowed by such plan with respect to reinvested dividends; to increase 
the amount of additional quarterly cash investments permitted by such plan 
from $3,000 to $5,000 and to authorize the officers of the Company to take all 
other requisite actions in connection therewith; 

NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: 

RESOLVED, by the Board of Directors of the Company that an additional one 
million (1,000,000) shares of the Company's authorized but unissued shares of 
common stock, $5.00 par value (the "Additional Common Stock"), is hereby 
reserved for issuance pursuant to the terms of the Company's Dividend 
Reinvestment and Stock Purchase Plan. 

RESOLVED, that in order to eliminate the five percent (5%) discount from 
market price allowed by Section 3 of the plan, to increase the voluntary cash 
contributions permitted by section 4 of the plan from $3,000 to $5,000 
quarterly and to make other clarifying amendments to the Plan, the Amended and 
Restated Dividend Reinvestment and Stock Purchase Plan (the "Plan") of the 
Company in the form attached to these Unanimous Written Consent Resolutions is 
hereby adopted and approved effective this date hereof. 

RESOLVED, that the filing by the Company with the Securities and Exchange 
Commission (the "Commission") in accordance with the Securities Act of 1933, 
as amended, and in conformity with the Rules and Regulations of the 
Commission, of a Registration Statement on Form S-3, relating to the issuance 
and sale of up to 1,000,000 shares of Additional Common Stock pursuant to the 
terms of the Plan be, and hereby is, authorized and approved; that the signing 
of the Registration Statement on behalf of the Company by the Chairman of the 
Board or any Vice President be, and hereby is, authorized and approved; that 
the execution thereof by the officers of the Company, as required by the Rules 
and Regulations of the Commission be, and hereby is, authorized and approved; 
that each of such officers of the Company be, and hereby is, authorized to 
sign the Registration Statement (either on behalf of the Company, or as an 
officer or otherwise) through William P. Vititoe, James P. Torgerson, Marion 
V. Larson, or any of them, as duly authorized attorney or attorneys. 

RESOLVED, that the persons and each of them authorized by the foregoing 
resolution to execute the Registration Statement be, and hereby are, 
authorized and empowered to execute, in person or by any one or more of the 
authorized attorneys, on behalf of the Company and individually as officers, 
such amendments to the Registration Statement as may be required or as may be 
deemed by them to be advisable and to cause the same to be filed with the 
Commission. 
RESOLVED, that James P. Torgerson and Marion V. Larson be, and each of them 
hereby is, designated as Agent for Service with respect to said Registration 
Statement with all the powers provided in the Rules and Regulations of the 
Commission with respect to agents for service. 

RESOLVED, that it is desirable and in the best interest of the Company that 
its securities be qualified or registered for sale in various states; that the 
Chairman of the Board, any Vice President, the Secretary or any Assistant 
Secretary and the Treasurer or any Assistant Treasurer of the Company be, and 
each of them hereby are, authorized to determine the states in which 
appropriate action shall be taken to qualify or register for sale all or such 
part of the securities of the Company as such officers may deem advisable; 
that such officers are hereby authorized to perform on behalf of the Company 
any and all acts as they may deem necessary or advisable in order to comply 
with the applicable laws of such states, and in connection therewith to 
execute, acknowledge, verify, deliver, file and/or publish in the name and on 
behalf of the Company and under its corporate seal, attested by its Secretary 
or Assistant Secretary, or otherwise, any and all applications, reports, 
statements, issuer's covenants, resolutions, consents to service of process, 
powers of attorney, appointments, designations, waivers of hearing, bonds, and 
such other papers and instruments which may be required, appropriate or 
desirable under the Blue Sky Laws or securities acts of such states, as such 
officers or any one or more of them may deem necessary, appropriate or 
advisable for the purpose of registering, qualifying, exempting and/or 
permitting the issue and sale by the Company of the Additional Common Stock 
and/or for the purpose of qualifying, registering, licensing and/or exempting 
the Company as a dealer or broker in connection with the sale of such 
securities, and to make any and all payments of examination, filing, 
registration and/or other fees, costs and expenses and to take any and all 
further actions, which said officers or any one or more of them deem 
necessary, advisable or desirable in connection with any of the foregoing; and 
the execution by such officers of any such papers or documents or the doing by 
them of any act in connection with the foregoing matters shall conclusively 
establish their authority therefore from the Company and the approval and 
ratification by the Company of the papers and documents so executed and the 
action so taken. 

RESOLVED, that appropriate officers of the Company are hereby authorized to 
prepare, execute and file a Listing Application with the New York Stock 
Exchange, Inc. (the "Exchange") (including amendments to previously executed 
listing agreements or other documents required by the Exchange in connection 
therewith) in such form as the Exchange may require and to make any changes in 
any of the same as may be necessary to comply with the requirements for 
listing on such Exchange the shares of Additional Common Stock to be offered 
pursuant to the terms of the Plan and to appear (if requested) before the 
officers of the Exchange. 

RESOLVED, that the authority of Harris Trust Company of California, as 
Transfer Agent and Registrar of the Common Stock of the Company be, and hereby 
is, extended to cover the Additional Common Stock. 

RESOLVED, that upon issuance of the Additional Common Stock, the sum of $5.00 
for each share be credited to the Common Stock account and the balance of the 
consideration for such shares be credited to the Premium on Common Stock 
account. 

RESOLVED, that the issuance and sale of the Additional Common Stock shall be 
subject to and conditioned upon the Registration Statement of the Company 
being filed with the Commission and becoming effective. 

RESOLVED, that the appropriate officers of the Company be, and each of them 
hereby is, authorized to take all such steps and do all such acts and things 
as they or any one or more of them shall deem necessary or advisable to 
provide for the lawful issuance and sale of the Additional Common Stock 
pursuant to the terms of the Plan including, without limiting the generality 
of the foregoing, the making of any and all payments, the making and execution 
of any documents in connection therewith, the signing or endorsement of any 
checks, and the payment of any fees or taxes in such connection, and from time 
to time to take any and all actions to make, execute, verify and file all 
applications, certificates, documents or other instruments and to do any and 
all acts and things which they or any one or more of them shall deem necessary 
or advisable in connection with the issuance and sale of the Additional Common 
Stock.