Filings Under the Public Utility Holding Company Act of 1935, as Amended (``Act'')

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35--26648]

Filings Under the Public Utility Holding Company Act of 1935, as

Amended (``Act'')

January 17, 1997.

Notice is hereby given that the following filing(s) has/have been

made with the Commission pursuant to provisions of the Act and rules

promulgated thereunder. All interested persons are referred to the

application(s) and/or declaration(s) for complete statements of the

proposed transaction(s) summarized below. The application(s) and/or

declaration(s) and any amendments thereto is/are available for public

inspection through the Commission's Office of Public Reference.

Interested persons wishing to comment or request a hearing on the

application(s) and/or declaration(s) should submit their views in

writing by February 10, 1997, to the Secretary, Securities and Exchange

Commission, Washington, D.C. 20549, and serve a copy on the relevant

applicant(s) and/or declarant(s) at the address(es) specified below.

Proof of service (by affidavit or, in case of an attorney at law, by

certificate) should be filed with the request. Any request for hearing

shall identify specifically the issues of fact or law that are

disputed. A person who so requests will be notified of any hearing, if

ordered, and will receive a copy of any notice or order issued in the

matter. After said date, the application(s) and/or declaration(s), as

filed or as amended, may be granted and/or permitted to become

effective.

Gulf Power Co. (70-8949)

Gulf Power Company (``Gulf''), 500 Bayfront Parkway, Pensacola,

Florida, 32501, an electric public utility subsidiary company of The

Southern company, a registered holding company, has filed an

application-declaration under sections 6(a), 7, 9(a) and 10 of the Act

and rule 54 thereunder.

Gulf proposes to incur obligations, from time to time through

December 31, 2003, in connection with the issuance and sale by public

instrumentalities of one or more series of pollution control revenue

bonds (``Revenue Bonds'') in an aggregate principal amount of up to

$200 million.

Gulf also proposes to issue and sell, through December 31, 2003,

one or more series of its first mortgage bonds (``Bonds''), to mature

in more than 40 years, and one or more series of preferred stock

(``Stock''), in an aggregate amount of up to $400 million in any

combination of issuance.

The Revenue Bonds would be issued to finance or reference air and

water pollution control facilities and sewage and solid waste disposal

facilities at electric power plants or other installations. Each county

or other public instrumentality (``County'') with a plant or

installation within its jurisdiction would issue Revenue bonds to

finance or refinance the pollution control or waste disposal facilities

associated with that plant or installation (``Project'').

The Revenue Bonds would mature within forty years of issuance and

could involve a mandatory redemption sinking fund calculated to retire

a portion of the aggregate principal amount of the Revenue Bonds prior

to maturation.

Gulf would enter into a Loan or Installment Sale Agreement with

each County (``Agreement'') for each issue of the Revenue Bonds. Gulf

would issue a note (``Note'') therefore or the County would undertake

to purchase and sell the related Project to Gulf. The proceeds from the

sale of the Revenue Bonds would be deposited with a trustee

(``Trustee'') under an indenture (``Trust Indenture'') and would be

used by Gulf for payment of the cost of construction of the Project or

to refund outstanding pollution control revenue obligations.

The Trust Indenture and the Agreement would give the holders of the

Revenue Bonds the right, when the Revenue Bonds bear interest at a

fluctuating rate, to require Gulf to purchase the Revenue Bonds.

Arrangements could be made to remarket the Revenue Bonds. Gulf also

could be required to purchase the Revenue Bonds, or the Revenue Bonds

could be subject to mandatory redemption, if the interest thereon is

determined to be subject to federal income tax, in which case interest

on the Revenue Bonds also could be converted to an increased variable

or fixed rate. Gulf also could be required to indemnify the holders

against other additions to interest, penalties and additions to tax.

To obtain ratings for the Revenue Bonds equal to the rating of

first mortgage bonds outstanding under a September 1, 1941 indenture

between Gulf and The Chase Manhattan Bank (``Mortgage''), Gulf could

secure its obligations under the Note and/or

[[Page 3931]]

Agreement with a series of its first mortgage bonds to be held by the

Trustee as collateral (``Collateral Bonds''). The aggregate principal

amount of the Collateral Bonds would be equal to the principal amount

of the Revenue Bonds or to the principal amount plus interest payments

thereon for a specified period.

Gulf also could cause an irrevocable letter of credit (``Letter of

Credit'') to be delivered to the Trustee and/or have an insurance

company issue a policy (``Policy'') to guarantee payment of the Revenue

Bonds. Gulf may also provide to the County a subordinated security

interest in the Project or other property of Gulf. In the event that

Gulf is unable or determines not to issue the Collateral Bonds or

provide for the Letter of Credit or the Policy, Gulf could guarantee

payment of the principal or premium and interest on the Revenue Bonds.

With respect to the $400 million in Bonds and Stock, the Bonds

would be issued pursuant to the Mortgage and sold for the best price

obtainable but for a price to Gulf of not less than 98% nor more than

101 3/4% of the principal amount thereof, plus accrued interest, which

could be an adjustable interest rate determined on a periodic basis or

a fixed interest rate.

Gulf could enhance the marketability of the Bonds through an

insurance policy to guarantee the payment when due of the Bonds. The

Bonds and/or the Stock could be subject to a mandatory or optional cash

sinking fund. With respect to the issuance of the Bonds and the Stock,

Gulf requests Commission authorization for a deviation from the

provisions of the Commission's Statement of Policy on First Mortgage

Bonds and Preferred Stock.\1\

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\1\ Holding Co. Act Release No. 13105 (Feb. 16, 1969), amended,

Holding Co. Act Release No. 16369 (May 8, 1969); Holding Co. Act

Release No. 13105 (Feb. 16, 1969), amended, Holding Co. Act Release

No. 16758 (June 22, 1970).

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Gulf proposes to use the proceeds from the sale of the Bonds and

the Stock to redeem or retire outstanding first mortgage bonds,

pollution control bonds and/or preferred stock, or along with other

funds, to pay a portion of its cash requirements to conduct its

electric utility business.

GPU International, Inc., et al. (70-8971)

GPU International, Inc. (``GPU International''), formerly Energy

Initiatives, Inc., and GPU Electric, Inc. (``GPU Electric''), formerly

EI Energy, Inc., both non-utility subsidiaries of GPU, Inc. (``GPU''),

a registered holding company, and both located at One Upper Pond Road,

Parsippany, New Jersey 07054, have filed a declaration with the

Commission pursuant to section 12(c) of the Act and rules 46 and 54

thereunder.

By orders of the Commission dated January 19, 1996 (HCAR No. 26457)

and July 6, 1995 (HCAR No. 26326), GPU was authorized to acquire GPU

Electric for the purpose of acquiring one or more exempt wholesale

generators (``EWGs'') and/or foreign utility companies (``FUCOs'')

(collectively ``Exempt Entities'').

Bt order of the Commission dated November 16, 1995 (HCAR No.

26409), June 14, 1995 (HCAR No. 26307), September 12, 1994 (HCAR No.

26205), December 18, 1994 (HCAR No. 25715 and June 26, 1990 (HCAR No.

26409), GPU International was authorized to (i) engage in preliminary

project development activities in connection with its investments in

qualifying facilities as defined in the Public Utility Regulatory

Policies Act of 1978, as amended, and Exempt Entities, and (ii) acquire

the securities of Exempt Entities.

GPU International and GPU Electric propose that they be authorized

to declare and pay dividends to GPU out of capital and unearned surplus

from time to time through December 31, 2001. They state that all

dividends would be declared and paid only in compliance with applicable

law of their respective jurisdictions of organization and loan

covenants.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97-1820 Filed 1-24-97; 8:45 am]

BILLING CODE 8010-01-M