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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26778]

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

Amended (``Act'')

November 14, 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 December 8, 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

[[Page 62376]]

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.

GPU, Inc., et al. (70-7926)

GPU, Inc. (``GPU''), 100 Interpace Parkway, Parsippany, New Jersey

07054, a registered holding company, and Jersey Central Power & Light

Company (``JCP&L''), Metropolitan Edison Company (``Met-Ed''), and

Pennsylvania Electric Company (``Penelec''), 2800 Pottsville Pike,

Reading, Pennsylvania 19640, each an electric public utility subsidiary

of GPU, have filed a post-effective amendment to their declaration

under sections 6(a), 7, 32 and 33 of the Act and rules 53 and 54 under

the Act.

By order dated October 26, 1994 (HCAR No. 26150) (``Order'') and

supplemental order dated July 17, 1996 (HCAR No. 26544) (``Supplemental

Order''), the Commission, among other things, authorized, through

December 31, 1997: (1) GPU, JCP&L, Met-Ed, and Penelec (``Declarants'')

to issue, sell and renew their respective unsecured promissory notes

(``Unsecured Promissory Notes''), maturing not more than nine months

after issuance, to various commercial banks under loan participation

arrangements and informal lines of credit (``Lines of Credit'') in

amounts up to the limitations on short-term indebtedness contained in

their respective charters (``Charter Limits'') and, in the case of GPU,

up to $250 million; (2) JCP&L, Met-Ed and Penelec to issue and sell

their unsecured short-term promissory notes as commercial paper

(``Commercial Paper'') in amounts up to their Charter Limits; and (3)

the Declarants to issue, sell and renew unsecured promissory notes to

lenders other than commercial banks, insurance companies or similar

institutions (``Other Short-Term Debt'') in amounts up to their Charter

Limits and, in the case of GPU, up to $250 million. Borrowings under

Lines of Credit, Commercial Paper and Other Short-Term Debt are

collectively referred to as ``Short-Term Borrowings.''

Declarants request that the period during which they may issue,

sell and renew Short-Term Borrowings be extended to December 31, 2000.

In all other respects, the transactions remain as described in the

Order and the Supplemental Order.

The proceeds from the borrowings will be used by the Declarants to

finance their businesses, including, in the case of GPU, to finance the

acquisition of exempt wholesale generators, as defined in section 32 of

the Act, and foreign utility companies, as defined in section 33 of the

Act.

Central and South West Corporation, et al. (70-9107)

Central and South West Corporation (``CSW''), 1616 Woodall Rodgers

Freeway, Dallas, Texas 75202, a registered holding company, and its

electric public-utility subsidiary companies, Central Power and Light

Company (``CPL''), 539 North Carancahua Street, Corpus Christi, Texas

78401-2802, Public Service Company of Oklahoma (``PSO''), 212 East

Sixth Street, Tulsa, Oklahoma 74119-1212, Southwestern Electric Power

Company (``SWEPCO''), 428 Travis Street, Shreveport, Louisiana 71156-

0001, and West Texas Utilities Company (``WTU''), 301 Cypress Street,

Abilene, Texas 79601-5820, and Central and South West Services, Inc.

(``CSW Services''), 1616 Woodall Rodgers Freeway, Dallas, Texas 75202,

a service company subsidiary of CSW (all companies collectively,

``Applicants'') have filed an application-declaration (``Application'')

under sections 6(a), 7, 9(a), 10, 12(b) and 12(e) of the Act and rules

43, 45, 54, 62 and 65 under the Act.

The Applicants seek authorization to engage in various financing

and related transactions (``Financing Plan''), effective through

December 31, 2002 (``Authorization Period''). As described more fully

below, the Applicants seek authority for: (i) External financings by

CPL, PSO, SWEPCO, WTU and CSW Services (``Subsidiaries'') and CSW; (ii)

CSW to acquire common stock from the Subsidiaries; (iii) the

Subsidiaries to repurchase their common stock from CSW; (iv) credit

enhancement for their securities, including guarantees; (v) the

Subsidiaries to guarantee the securities of their subsidiary financing

entities; (vi) CSW and the Subsidiaries to repurchase their securities

by means of tender offers; (vii) the issuance of other types of

securities not exempt under rules 45 and 52; (viii) the Subsidiaries to

organize new entities for facilitating certain types of financings and

for the financing entities to issue securities to third parties; and

(ix) increasing their authorized capital, amending their articles of

incorporation, and soliciting proxies through a proxy statement

requesting shareholder approval of any amendment to their articles of

incorporation, subject to a reservation of jurisdiction pending

completion of the record. The Applicants request authority to engage in

financing transactions for which the specific terms and conditions are

not currently known, subject to certain conditions concerning the

financial condition of the Applicants.

Financings by each Applicant will be subject to the following

limitations: (i) The issuance of common stock by CSW will not exceed

$250 million; (ii) external financings by the Subsidiaries, other than

the refunding of outstanding securities which will not be limited, will

not exceed the following amounts--(a) CPL-$500 million, (b) PSO-$250

million, (c) SWEPCO-$300 million, (d) WTU-$150 million, and (e) CSW

Services-$100 million; (iii) the issuance of common stock by the

Subsidiaries to CSW will not exceed the following amounts--(a) CPO-$200

million, (b) PSO-$100 million, (c) SWEPCO-$100 million, and (d) WTU-$50

million; (iv) repurchases by the Subsidiaries of their common stock

from CSW will not exceed the following amounts--(a) CPL-$1 billion, (b)

PSO-$150 million, (c) SWEPCO-$200 million, and (d) WTU-$100 million;

and (v) credit enhancement and guarantees will only be provided in

connection with a financing that satisfies the requirements set forth

in an order authorizing this Application.

1. External Financings by CSW

CSW requests authorization to issue common stock, including

issuances of common stock upon the exercise of convertible debt or

pursuant to rights, options, warrants and similar securities. CSW also

requests authorization to purchase common stock from the Subsidiaries

and to sell common stock back to the Subsidiaries. The only financing

authority requested by CSW in the Application is to issue common stock.

CSW seeks authority to issue common stock in any of the following

ways: (i) Through underwriters or dealers; (ii) directly to a limited

number of purchasers or to a single purchaser, or (iii) through agents

or dealers. If underwriters are used in the sale of the securities,

these securities will be acquired by the underwriters for their own

account and may be resold from time to time in one or more

transactions, including negotiated transactions, at a fixed public

offering price or at varying prices determined at the time of sale. The

securities may be offered to the public either through underwriting

syndicates (which may be represented by managing underwriters) or

directly by one or more underwriters acting alone. The securities may

be sold directly by CSW or through agents

[[Page 62377]]

designated from time to time. If dealers are used in the sale of any

securities, these securities will be sold to the dealers as principal.

Any dealers may then resell these securities to the public at varying

prices to be determined by the dealer at the time of resale.

If the common stock is being sold by CSW in an underwritten

offering, CSW may grant the underwriters a ``green shoe'' option

permitting the purchase from CSW of additional equity securities (an

additional 15% under present guidelines) at the same price as the

original equity securities then being offered, solely for the purpose

of covering over-allotments.

2. External Financing by the Subsidiaries

The Subsidiaries seek authority to obtain funds externally through:

sales for preferred stock, including the sale of tax-advantaged

preferred securities; short-term debt financing; long-term debt

financing, such as first mortgage bonds, pollution control revenue

bonds, notes (secured and unsecured) and debentures; medium-term notes;

other forms of indebtedness; and borrowings under credit agreements

(``Credit Agreements''). The Subsidiaries also request authorization to

issue common stock to CSW.

The Subsidiaries propose to borrow from banks or other lending

institutions from time to time through the end of the Authorization

Period. The borrowings will be evidenced by promissory notes issued to

the lender, to be dated as of the date of the first borrowing, with

each borrowing maturing in not more than 50 years. Notes may or many

not be prepayable, in whole or in part, with or without a premium in

the event of prepayment.

The Subsidiaries seek authority to issue external financing in any

of the following ways: (i) Through underwriters or dealers; (ii)

directly to a limited number of purchasers or to a single purchaser, or

(iii) through agents or dealers. If underwriters are used in the sale

of the securities, these securities will be acquired by the

underwriters for their own account and may be resold from time to time

in one or more transactions, including negotiated transactions, at a

fixed public offering price or at varying prices determined at the time

of sale. The securities may be offered to the public either through

underwriting syndicates (which may be represented by managing

underwriters) or directly by one or more underwriters acting, alone.

The securities may be sold directly by the Subsidiaries or through

agents designated from time to time. If dealers are used in the sale of

any securities, these securities will be sold to the dealers as

principal. Any dealers may then resell these securities to the public

at varying prices to be determined by the dealer at the time of resale.

If debt securities are being sold, they may be sold under ``delayed

delivery contracts'' which permit the underwriters to locate buyers who

will agree to buy the debt at the same price but at a later date than

the date of the closing of the sale to the underwriters. Debt

securities may also be sold through the use of medium-term note and

similar programs, including in transactions covered by the rule 144A

under the Securities Act of 1933. Pollution control revenue bonds may

be sold either currently or in forward refunding where the price of the

securities is established currently for delivery at a future date.

3. Acquisition of Securities

CSW requests authorization to purchase common stock from the

Subsidiaries. In addition, the Subsidiaries request authorization to

repurchase their common stock from CSW.

4. Credit Enhancement

Applicants may obtain credit enhancement for the securities covered

by this Application, which could include insurance, a letter of credit

or a liquidity facility. The Applicants anticipate they may be required

to provide credit enhancement if they were to issue floating rate

securities, whereas credit enhancement would be a purely economic

decision for fixed rate securities. The Applicants anticipate that even

though they would be required to pay a premium or fee to obtain the

credit enhancement, they would realize a net benefit through a reduced

interest rate on the new securities. Applicants will obtain credit

enhancement only if it is economically beneficial to do so.

If insurance is obtained, the Applicants may be required to enter

into an agreement with the insurer and an escrow agent under which the

Applicants would be obligated to make payments of certain amounts into

an escrow fund upon a failure to maintain certain financial ratios and

on the occurrence of certain other events. Amounts held in an escrow

fund would be payable to the insurer as an indemnity for any amounts

paid by the insurer for principal or interest on the new securities.

5. Financing Entities

The Subsidiaries seek authority to organize new corporations,

trusts, partnership or other entities to be created for the purpose of

facilitating certain types of financing such as the issuance of tax

advantaged preferred securities. The financing entities may issue these

securities to third parties. In addition, authority is requested for

(i) the Subsidiaries' issuance of debentures or other evidences of

indebtedness to a financing entity in return for the proceeds of the

financing and (ii) the acquisition by a Subsidiary of voting interests

or equity securities issued by the financing entity to establish the

Subsidiary's ownership of the financing entity (the equity portion of

the entity generally being created through a capital contribution or

the purchase of equity securities, such as shares of stock or

partnership interests, involving an amount usually ranging from 1 to 25

percent of the capitalization of the financing entity). The

Subsidiaries also request authorization to enter into expense

agreements with their respective financing entities, under which they

would agree to pay all expenses of the financing entity.

6. Guarantees

Aside from any guaranty provided by any instrument acquired and/or

issued for credit enhancement, the Subsidiaries may also guarantee (i)

payment of interest, dividends or distributions on the securities

issued by their subsidiary financing entities if and to the extent

these financing entities declare dividends or distributions or pay

interest out of funds legally available therefor; (ii) payments to the

holders of the securities issued by financing entities of amounts due

upon liquidation of these financing entities or redemption of their

securities; and (iii) certain additional amounts that may be payable on

these securities.

7. Refinanancings/Tender Offers

In connection with any refinancing by CSW or a Subsidiary under an

order in this filing, CSW and the Subsidiaries may determine to acquire

outstanding securities (``Outstanding Securities'') through tender

offers to the holders of the Outstanding Securities. Tender offers may

be conditioned upon receipt of a certain percentage of the Outstanding

Securities. The tender offer price would be based on a number of

factors, including the coupon rate of the Outstanding Securities, the

date of expiration of the refunding protection of the Outstanding

Securities, the date of expiration of the refunding protection of

[[Page 62378]]

the Outstanding Securities, the redemption price on the expiration date

and the then current market rates for similar securities, all of which

are relevant to the decision of an informed holder as to whether to

hold or sell Outstanding Securities. Holders of Outstanding Securities

may be offered a fixed price for their Outstanding Securities, or the

tender offer may be a ``fixed spread'' offer where the Applicants will

offer a price based upon a fixed spread over comparable U.S. Treasury

securities. Any tender offer will be conducted in accordance with

standard market practice, i.e., the length of time the offer will be

held open, the method of solicitation, etc., at the time of the tender

offer.

The Applicants would, in connection with any tender offer, retain

one or more investment banking firms experienced in these matters to

act as tender agent and dealer-manager. The dealer-manager will act as

the Applicants' agent in disseminating the tender offer and receiving

responses thereto. As a dealer-manager, the investment banking firm

will not itself become obligated to purchase or sell any of the

Outstanding Securities. The dealer-manager's fee will be determined

following negotiation and investigation of fees in similar transactions

and will include reasonable out-of-pocket expenses and attorney's fees.

It is expected that the Applicants will be required, as is customary,

to indemnify the dealer-manager for certain liabilities. The Applicants

may also retain a depositary to hold the tendered Outstanding

Securities pending the purchase thereof and/or an information agent to

assist in the tender offer.

8. Other Securities

The Applicants also propose to issue other types of securities

within the parameters of this Application during the period ending

December 31, 2002. The Applicants request that the Commission reserve

jurisdiction over the issuance of additional types of securities. The

Applicants also undertake to file a post-effective amendment in this

proceeding which will describe the general terms of each security and

request a supplemental order of the Commission authorizing their

issuance. The Applicants request that each supplemental order be issued

by the Commission without further public notice.

9. Charter Amendments

The Applicants propose that they be allowed to (i) increase their

authorized capital as deemed necessary and appropriate by CSW for

proper corporate purposes, (ii) amend their articles of incorporation,

and (iii) solicit proxies through a proxy statement, filed under and

meeting the standards of the Securities Exchange Act of 1934,

requesting shareholder approval of any amendment to their articles of

incorporation.

Proxy solicitation material relating to amendments to the articles

of incorporation will meet the requirements of Schedule 14A under the

Securities Exchange Act of 1934, and will, to the extent required, be

reviewed for compliance with this regulation by the Commission before

the proxy material is sent to shareholders. The Applicants request

reservation of jurisdiction over any order to solicit proxies and the

implementation of amendments to the articles of incorporation pending

completion of the record. The Applicants further request that any

supplemental order authorizing amendments to the articles of

incorporation be issued by the Commission without further public

notice.

The authorization requested by the Applicants will be subject to

the following conditions: (i) For financings at the Subsidiary level

only, the Subsidiaries seeking to issue securities or enter into Credit

Agreements will maintain long-term debt ratings which are investment

grade as established by a nationally recognized statistical rating

organization (as this term is used in rule 15c3-1(c)(2)(vi)(F) under

the 1934 Act); (ii) the effective cost of money on debt securities will

not exceed the greater of (a) 300 basis points over comparable term

U.S. Treasury securities, or (b) a gross spread over comparable term

U.S. Treasury securities which is consistent with comparable investment

grade securities; (iii) the effective cost of money for borrowings

under Credit Agreements will not exceed the greater of (a) the prime

rate plus 300 basis points, or (b) the rate of interest for comparable

investment grade credits prevailing in the market on the date of

borrowing; (iv) the effective cost of money on preferred stock and

other fixed income oriented securities will not exceed the greater of

(a) 500 basis points over 30 year term U.S. Treasury securities, or (b)

a gross spread over 30 year term U.S. Treasury securities which is

consistent with comparable investment grade securities; (v) the

underwriting fees, commissions, or other similar expenses paid in

connection with the issue, sale or distribution of a security under an

order for this filing will not exceed 5% of the principal or total

amount of the financing; (vi) the aggregate amount of outstanding

external financing, other than the refunding of outstanding securities

which will not be limited, will not exceed $2 billion; and (vii)

proceeds of the proposed financing may not be used to invest in an

exempt wholesale generator, as defined under section 32 of the Act, or

a foreign utility company, as defined under section 33 of the Act. Any

deviation from these conditions would require further Commission

approval.

The Applicants request authorization to deviate from the

Commission's Statement of Policy Regarding First Mortgage Bonds, HCAR

No. 13105 (Feb. 16, 1956), as amended by HCAR No. 16369 (May 8, 1969),

and Statement of Policy Regarding Preferred Stock, HCAR No. 13106 (Feb.

16, 1956), as amended by HCAR No. 16758 (June 22, 1970), as applicable,

where they apply to the proposed financings.

The Applicants are proposing that the authorization to engage in

external financing requested in this filing supersede all relevant

prior authorizations (the ``Prior Authorizations'').\1\ If this

proposal is approved, the Applicants would engage in long-term

financing in the context of their needs and financial market conditions

at the time of issuance, subject to the terms and conditions set forth

in this notice and in any order in this file, and without reference to

the terms and restrictions set forth in the Prior Authorizations. Any

long-term debt or other security would have the designations, aggregate

principal amount, maturity, interest rate(s) or methods of determining

the same, interest payment terms, redemption provisions, non-refunding

provisions, sinking fund terms, conversion or put terms and other terms

and conditions as the Applicants may at the time of issuance determine,

unless this Application specifically provides otherwise.

---------------------------------------------------------------------------

\1\ Holding Co. Act Release Nos. 26703 (Apr. 10, 1997), 26548

(July 30, 1996), 26531 (June 12, 1996), 26390 (Oct. 13, 1995), 26340

(July 26, 1995), 26309 (June 15, 1995), 26045 (May 2, 1994), 26019

(Apr. 6, 1994), and 25928 (Nov. 19, 1993).

---------------------------------------------------------------------------

New England Electric System (70-9109)

New England Electric System (``NEES''), 25 Research Drive,

Westborough, Massachusetts 01582, a registered holding company, has

filed a declaration under sections 6(a) and 7 of the Act and rule 54

under the Act.

NEES requests authority through December 31, 2002 to issue short-

term notes to banks (``Notes'') and/or commercial paper to dealers

(``CP'') up

[[Page 62379]]

to an aggregate amount of $500 million outstanding at any one time.\2\

---------------------------------------------------------------------------

\2\ By Commission Order dated October 9, 1996 (HCAR No. 26589),

NEES was authorized to issue and sell short-term promissory notes to

banks up to a maximum aggregate principal amount outstanding at any

time not exceeding $100 million. This borrowing authority expires

October 31, 1998. The authority requested in this filing is intended

to supersede such existing authorization.

---------------------------------------------------------------------------

NEES proposes to enter into a credit agreement (``Credit

Agreement'') with Merrill Lynch Capital Corporation (``MLCC''), as

arranger and syndication agent. The Credit Agreement provides for a

revolving facility of $500 million which reduces to $400 million after

three years and to $300 million after four years. Under the Credit

Agreement, NEES would borrow at one of three types of interest

rates.\3\ Under the Credit Agreement, NEES is required to pay a

facility fee quarterly in arrears to each bank that makes a commitment

to loan funds to NEES.\4\

---------------------------------------------------------------------------

\3\ 1. At a periodic fixed Eurodollar rate with maturities of 1,

2, 3 or 6 months at the then applicable LIBOR plus a margin (based

on NEES' subsidiaries' senior debt ratings), payable at the end of

each interest period or quarterly for interest periods longer than 3

months.

2. At the highest of the following base rates: (a) BankBoston

base rate, (b) \1/2\ of 1% per annum above the latest three week

moving average of secondary market offering rates in the United

States for three-month certificates of deposit of major U.S. money

market banks adjusted to the nearest \1/4\ of 1 percent; and (c) \1/

2\ of 1% per annum above the federal funds rate. These would be

payable quarterly in arrears and would be calculated on the basis of

a 365/366 day year.

3. At a rate obtained through competitive bids. NEES may request

competitive bids for an aggregate outstanding amount not to exceed

$100 million.

\4\ The annual amount of the facility fee is determined by

multiplying (i) the particular bank's commitment amount and (ii) the

Applicable percentage (defined below). The Applicable Percentage

varies between 0.065% and 0.200%, depending on the lowest debt

rating of NEES' electric utility subsidiaries (Massachusetts

Electric Company, The Narragansett Electric Company, and New England

Power Company (``NEP'') senior secured debt. If NEP does not have

secured debt, then the rating for its senior debt will apply. Based

on current ratings, the Applicable percentage would be 0.105%.

---------------------------------------------------------------------------

NEES also proposes to make arrangements with certain banks for

short-term lines of credit, for various purposes, to be evidenced by

notes payable maturing in less than one year from the date of issuance,

and at rates that will not exceed on a daily basis the greater of the

bank's base or prime lending rate, or the rate published daily as the

high federal funds published in the Wall Street Journal.

NEES also proposes to issue and sell CP directly to one or more

nationally recognized commercial paper dealers (``CP Dealers'')

Initially the CP Dealer will be CS First Boston Corporation and/or

Merrill Lynch Money Markets Incorporated. NEES states that the

commercial paper so issued and sold will be in the form of unsecured

promissory notes having varying maturities of not in excess of 270

days, with no payment rights until maturity. The CP will be in

denominations of not less than $50,000, and will be at an interest rate

generally not exceeding the base lending rate at BankBoston.\5\

---------------------------------------------------------------------------

\5\ NEES states, however, that the effective interest cost of

such paper is based on the supply of, and demand for, that and

similar paper at the time of sale. Specifically, NEES notes that on

several previous occasions short-term money markets have become very

volatile during brief periods of extraordinary demand, and the

interest costs of commercial paper have exceeded bank base rates.

Because such volatile market conditions usually exist for brief

periods, it is not anticipated that any sale of commercial paper

with interest costs in excess of bank base rates would have a

significant marginal impact on the annual interest cost of NEES.

Therefore, NEES states that while it anticipates that the effective

annual cost of borrowing through commercial paper will not exceed

the annual base rate borrowing from BankBoston, in order to obtain

maximum flexibility during the periods described above, it may issue

commercial paper with a maturity of not more than 90 days with an

effective cost in excess of the then-existing lending rate.

---------------------------------------------------------------------------

NEES states that it may use the proceeds from the authorized

transactions, subject to meeting margin requirements, to facilitate a

share buy back of its subsidiaries' shares (not to exceed five million

shares) after their anticipated sale of their non-nuclear generation

business to U.S. Generating Company in the near future. In addition,

NEES states that it may need to make investments in anticipation of

receipt of the sale proceeds in order prudently to re-deploy funds

obtained through the sale. NEES further states that it may also need to

use such proceeds to make contributions to NEP, pending consummation of

the sale. NEES also plans to use proceeds for other general corporate

purposes.

NGE Resources, Inc. (70-9111)

NGE Resources, Inc. (``NGE''), a New York corporation not currently

subject to the Act, located at One Commerce Plaza, Suite 2006A, Albany,

New York 12260, has filed an application under sections 3(a)(1),

9(a)(2) and 10 of the Act.

NGE is a subsidiary of New York State Electric & Gas Corporation

(``NYSEG''), a public utility company also not currently subject to the

Act. NYSEG is engaged in generating, purchasing, transmitting and

distributing electricity, and purchasing, transporting and distributing

natural gas in the central, eastern and western parts of the state of

New York.\6\

---------------------------------------------------------------------------

\6\ In addition, NYSEG has two direct nonutility subsidiaries.

These are Somerset Railroad Corporation, which owns a rail line used

to transport coal and other materials to one of NYSEG's generating

plants, and NGE Enterprises, Inc. (``Enterprises''). Enterprises

owns interests in various companies engaged in power marketing,

environmental and conservation engineering and consulting, energy-

related financial services, energy usage information services,

demand-side management services, utility-related software

development, and energy management services.

---------------------------------------------------------------------------

In summary, NGE seeks authority to acquire all of the outstanding

common stock of NYSEG and of a wholly owned subsidiary of NYSEG

(``Genco'') organized to own all or a part of NYSEG's coal-fired

generating assets (``Generation Assets''). In addition, NGE seeks an

order under section 3(a)(1) of the Act exempting NGE from all

provisions of the Act, except section 9(a)(2).

On May 20, 1996 the New York Public Service Commission (``PSC'')

issued an order establishing certain electricity industry restructuring

goals for the state of New York. In response, NTSEG filed a petition on

December 19, 1996 with the PSC requesting authority to form a holding

company over NYSEG and to separate the Generating Assets from its other

businesses regulated by the PSC.

Under a proposed plan of exchange, all outstanding NGE common stock

will be canceled and all of the NYSEG common stock will be exchanged on

a share-for-share basis for NGE common stock (``Share Exchange''),

subject to appraisal rights. Each person who owned NYSEG common stock

immediately prior to the Share Exchange (other than those who exercise

their appraisal rights) will immediately after the Share Exchange own a

corresponding number of shares and percentage of the outstanding NGE

common stock. In addition, NGE will own all of the outstanding shares

of NYSEG Common Stock.\7\

---------------------------------------------------------------------------

\7\ Following the consummation of the proposed transactions, one

of NYSEG's two direct nonutility subsidiaries, Somerset Railroad

Corporation, will be a direct subsidiary of Genco and the other, NGE

Enterprises, Inc., will be a direct subsidiary of NGE.

---------------------------------------------------------------------------

NGE also seeks authority to acquire all of the outstanding common

stock of Genco, which will become an electric utility company as a

consequence of the transfer to it of the Generation Assets by NYSEG.

NYSEG may temporarily become a holding company under the Act if the

Generation Assets are transferred to Genco prior to the acquisition of

Genco by NGE. In this case, NYSEG will claim an exemption form the Act

under sections 3(a)(1) or 3(a)(2) of the Act.

The Share Exchange will not affect shares of NYSEG's Serial

Preferred Stock (``NYSEG Preferred Stock''), which will remain

securities of NYSEG after the Share Exchange. Those shares of NYSEG

Preferred Stock that were

[[Page 62380]]

issued and outstanding immediately prior to the Share Exchange will

have the same preferences, designations, relative rights, privileges

and powers, and will be subject to the same restrictions, limitations

and qualifications, as were applicable prior to the Share Exchange.

Other than the release of the Generation Assets from the lien of

NYSEG's first mortgage bond indenture, the proposed transactions will

not result in any change in the outstanding indebtedness of NYSEG,

which will continue to be obligations of NYSEG after the Share

Exchange.

NGE asserts that it will satisfy the requirements for an exemption

under section 3(a)(1). It states that it, NYSEG and Genco are organized

and carry on their business substantially in New York State.

Monongahela Power Company, et al. (70-9115)

Monongahela Power Company (``Monongahela''), 1310 Fairmont Avenue,

Fairmont, West Virginia 26554, The Potomac Edison Company (``Potomac

Edison''), 10435 Downsville Pike, Hagerstown, Maryland 21740, and West

Penn Power Company (``West Penn''), 800 Cabin Hill Drive, Greensburg,

Pennsylvania 15601, each an electric utility subsidiary of Allegheny

Energy, Inc., a registered holding company, have filed a declaration

under sections 6(a) and 7 of the Act and rule 54 under the Act.

Monongahela, Potomac Edison, and West Penn (``Declarants'') propose

to enter into an agreement with The County Commission of Pleasants

County, West Virginia (``County Commission'') under which, through

December 31, 2002, Declarants will issue notes to support the

contemporaneous issuance of pollution control revenue bonds by the

County Commission.

The County Commission proposes to issue $92.5 million aggregate

principal amount in three new series of long-term bonds (``Series D

Bonds''). The proceeds from the Series D Bonds will be used to refund

the County Commission's Series A Bonds presently outstanding. The

Series A Bonds were issued for the tax exempt financing of certain air

and water pollution control equipment and facilities at the Declarants'

Pleasants Power Station located in Pleasants County, West Virginia.

The Series D Bonds will be issued under a supplemental trust

indenture with a corporate trustee, approved by the Declarants, and

sold at a time, interest rate, and price approved by the Declarants.

The interest rate for the Series D Bonds will not exceed the interest

rate of the corresponding series of Series A Bonds presently

outstanding. The Series D Bonds will mature no later than the year

2020.

Each Declarant will deliver concurrently with the issuance of the

Series D Bonds its non-negotiable Pollution Control Note (``Notes'')

corresponding to the Series D Bonds in respect of principal amount,

interest rate and redemption provisions (which may include a special

right of the holder to require the redemption or repurchase of the

Series D Bond at stated intervals) and having installments of principal

corresponding to any mandatory sinking fund payments and stated

maturities. The Notes will be secured by a second lien on the

Facilities and certain other properties, under the Deed of Trust and

Security Agreement dated November 1, 1977, as supplemented by a First

Supplement thereto dated August 1, 1978 as to West Penn and Potomac

Edison and a First Supplemental thereto dated February 1, 1979 as to

Monongahela, delivered by the Declarants to the trustee creating a

mortgage and security interest in the Facilities and certain other

property (subject to the lien securing each Declarant's first mortgage

bonds). Payment on the Notes will be made to the Trustee under the

Third Supplemental Indentures to be entered into between the Declarants

and the Trustee and will be applied by the Trustee to pay the maturing

principal and redemption price of and interest and other costs on the

Series D Bonds as the same become due. Each Declarant also proposes to

pay any trustees' fees or other expenses incurred by the County

Commission.

The Columbia Gas System, Inc., et al, (70-9129)

The Columbia Gas System, Inc. (``Columbia''), a registered holding

company, its service company subsidiary, Columbia Gas System Service

Corporation, its liquified natural gas subsidiary, Columbia LNG

Corporation, its trading subsidiary, Columbia Atlantic Trading

Corporation, Columbia's energy services and marketing subsidiaries,

Columbia Energy Services Corporation (``Columbia Energy''), Columbia

Assurance Agency, Inc., Columbia Energy marketing Corporation, Columbia

Power Marketing Corporation, and Columbia Service Partners, Inc., all

located at 12355 Sunrise Valley Drive, Suite 300, Reston, Virginia

20191-3458; Columbia's four distribution subsidiaries, Columbia Gas of

Ohio, Inc., Columbia Gas of Pennsylvania, Inc., Columbia Gas of

Kentucky, Inc., Columbia Gas of Maryland, Inc. (collectively, ``Utility

subsidiaries''), and Columbia's service company subsidiary,

Commonwealth Gas Service, Inc., all located at 200 Civic Center Drive,

Columbus, Ohio 43215; Columbia's two transmission subsidiaries,

Columbia Gas Transmission Corporation, located at 12801 Fairlakes

Parkway, Fairfax, Virginia 22030-0146, and Columbia Gulf Transmission

Company, located at 2603 Augusta, Suite 125, Houston, Texas 77057;

Columbia's exploration and production subsidiary, Columbia Natural

Resources, Inc. (``CNR''), CNR's subsidiaries, Alamco, Inc., Alamco-

Delaware, Inc. and Hawg Hauling & Disposal, Inc, all located at 900

Pennsylvania Avenue, Charleston, West Virginia 25302; Columbia's

propane distribution subsidiary, Columbia Propane Corporation, located

at 9200 Arboretum Parkway, Suite 140, Richmond, Virginia 23236;

Columbia's network services subsidiary, Columbia Network Services

Corporation (``CNS'') and CNS' subsidiary, CNS Microwave, Inc., both

located at 1600 Dublin Road, Columbus, Ohio 43215-1082; and Columbia's

other subsidiaries, Tristar Ventures Corporation, Tristar Capital

Corporation, Tristar Pedrick Limited Corporation, Tristar Pedrick

General Corporation, Tristar Binghamton Limited Corporation, Tristar

Binghamton General Corporation, Tristar Vineland Limited Corporation,

Tristar Vineland General Corporation, Tristar Rumford Limited

Corporation, Tristar Georgetown Limited Corporation, Tristar Georgetown

General Corporation, Tristar Fuel Cells Corporation, TVC Nine

Corporation, TVC Ten Corporation and Tristar System, Inc., all located

at 205 Van Buren, Herndon, Virginia 22070 (collectively, the

``System''), have filed an application-declaration under sections 6, 7,

9 and 10 of the Act and rules 53 and 54 under the Act.

Columbia requests Commission approval to updated and expand its

existing short-term financing authority. By Commission order dated

December 23, 1996 (HCAR No. 26634) (the ``Omnibus Financing Order''),

Columbia was authorized to engaged in a wide range of financing

transactions through December 31, 2001, including short-term financing

in an amount not to exceed $1 billion outstanding at any one time,

subject to certain conditions and parameters. Columbia wishes to expand

the foregoing order and specifically requests authorization to increase

the System's short-term financing authority to an amount not to exceed

$2 billion outstanding at any one time through

[[Page 62381]]

December 31, 2003. The short-term financing could include a revolving

credit agreement, the issuance of commercial paper, bid notes issued to

individual banks, which are participants in the revolving credit

agreement, bank borrowing, or medium-term notes issued under its

Indenture dated November 28, 1995, between Columbia and marine Midland

Bank, Trustee, as amended.

Columbia and the Utility Subsidiaries also request authorization

for the Utility Subsidiaries to issue to Columbia, and for Columbia to

acquire from the utility Subsidiaries, short-term securities through

December 31, 2003.

The authorization Columbia requests is subject to the general

conditions for financing contained in the Omnibus Financing Order.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 97-30630 Filed 11-20-97; 8:45 am]

BILLING CODE 8010-01-M