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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-26831]

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

Amended (``Act'')

February 20, 1998.

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 March 16, 1998, 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 cases of an attorney at law, by

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

shall identify specifically the issues of face or law that are

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

ordered, and will receive a copy of

[[Page 10050]]

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.

Central and South West Corporation et al. (70-8557)

Central and South West Corporation (``CSW''), a registered holding

company, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202, its utility

subsidiaries, Central Power and Light Company (``CP&L''), 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, its service company, Central and South West Services, Inc.

(``Services''), and two nonutility subsidiaries, EnerShop, Inc.

(``EnerShop'') and CSW Energy Services, Inc. (``ESI''), each of 1616

Woodall Rodgers Freeway, Dallas, Texas 75202, have filed a post-

effective amendment under sections 6(a), 7, 9(a), 10 and 12(b) of the

Act and rules 45 and 54 under the Act to their application-declaration

(``Application'') under sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of

the Act and rules 43, 45, 50(a)(5) and 54 under the Act.

CSW, CP&L, PSO, SWEPCO, WTU, Services, EnerShop and ESI

(collectively, ``Applicants'') propose to increase the amount of

authorized borrowings under the existing CSW system of intracorporate

borrowings (``Money Pool''), and related transactions.

By orders of the Commission,\1\ CSW, CP&L, PSO, SWEPCO, WTU and

Services (``Current Money Pool Participants'') are authorized to

participate in the Money Pool through March 31, 2002.

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\1\ See Holding Co. Act Release Nos. 26697 (Mar. 28, 1997),

26254 (Mar. 21, 1995), 26226 (Feb. 1, 1995), 26066 (June 15, 1994),

26007 (Mar. 18, 1994), 25897 (Sep. 28, 1993) and 25777 (Mar. 31,

1993).

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CSW now proposes to increase the maximum aggregate amount of its

short-term borrowings from $1.2 billion to $2.5 billion. The Applicants

further propose that the borrowing limitations of the other Current

Money Pool Participants be increased as follows: CP&L--from $300

million to $600 million, PSO--from $125 million to $300 million,

SWEPCO--from $150 million to $250 million, WTU--from $65 million to

$165 million and Services--from $110 million to $210 million.

CSW states that the proposed increase in short-term borrowings will

cover incremental borrowings of the New Participants, defined below,

authorize CSW to issue commercial paper for interim financing of

acquisitions and investments consistent with the conversion of CSW's

commercial paper program, provide a source of interim funding for open

market repurchases of CSW common stock and support the proposed

increased borrowing limits of the Current Money Pool Participants.

Applicants propose to use proceeds of commercial paper issuances

and other borrowings requested in this Application as a source of

interim financing for acquisitions and investments, other than for

exempt wholesale generators (``EWGs''),\2\ foreign utility companies

(``FUCOs'') \3\ or exempt telecommunications companies (``ETCs'').\4\

CP&L, PSO, SWEPCO and WTU may each use its proposed additional

borrowing capacity for general corporate purposes and as a source of

interim financing for the reacquisition of its securities. Services may

use its proposed additional borrowing capacity for general corporate

purposes and to refinance currently outstanding bank borrowings.

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\2\ EWGs are defined in section 32 of the Act.

\3\ FUCOs are defined in section 33 of the Act.

\4\ ETCs are defined in section 34 of the Act.

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The Applicants further seek authorization either (a) for

EnerShop,\5\ ESI \6\ and any other existing or future CSW first tier

subsidiary (other than an EWG, FUCO or ETC) or company formed under

rule 58 (``Rule 58 Company'') that CSW may wish to include

(collectively, ``New Participants'') to participate in the Money Pool

by making loans to, and borrowing from, the Money Pool, or (b) for CSW

and the New Participants to form and participate in a separate system

of intercorporate borrowings (``New Participants Money Pool'') should

CSW deem proper the formation of a separate money pool based on then

existing regulatory or business considerations.\7\

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\5\ EnerShop is an energy-related company, as defined under rule

58, and is primarily engaged in the business of providing demandside

management services to industrial and commercial customers of both

associate and nonassociate companies. EnerShop proposes to use Money

Pool borrowings for general corporate purposes and as interim

financing for the expansion of its business and investments in

energy-related businesses under rule 58.

\6\ ESI is an energy-related company, as defined under rule 58,

and is primarily engaged in the business of marketing and brokering

energy commodities, and other business activities permitted by rule

58. ESI also proposes to use Money Pool borrowings for general

corporate purposes and as interim financing for the expansion of its

business and investments in other energy-related businesses under

rule 58.

\7\ Applicants state that CSW system companies may from time to

time organize additional Rule 58 Companies and CSW may from time to

time organize additional first tier subsidiaries under an exemption

from the Act or by Commission order. So long as these additional

future companies do not fall within the definition of an EWG, FUCO

or ETC, CSW proposes that these companies, as well as EnerShop and

ESI, be eligible to participate as New Participants in the Money

Pool or the New Participants Money Pool. Money Pool borrowings by

the New Participants are limited by the aggregate investment limit

under rule 58.

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With respect to participation by the New Participants in the Money

Pool, CSW states that their available cash and/or short-term borrowing

requirements would be matched on a daily basis with those of the

Current Money Pool Participants and, therefore, minimize the need of

the CSW system for external short-term borrowing. CSW anticipates that

funds will be loaned from the Money Pool to the New Participants in the

form of open account advances under the same terms and limitations that

currently apply.

If and when a New Participants Money Pool is formed, the New

Participants would not participate in the Money Pool, but CSW would

rely on the increased borrowings requested in this Application to

support both the Money Pool and the New Participants Money Pool. CSW

anticipates that a New Participants Money Pool would be established and

administered in the same manner and subject to the same conditions as

the Money Pool. The aggregate borrowing limits under the New

Participants Money Pool and the Money Pool would not exceed the

aggregate borrowing limit under the Money Pool in effect immediately

prior to establishment of the New Participants Money Pool.

Pending completion of the record, Applicants request the Commission

to reserve jurisdiction over the participation of the New Participants

in the Money Pool and over the formation of, and participation of the

New Participants in, the New Participants Money Pool.

Eastern Utilities Associates, et al. (70-8955)

Eastern Utilities Associates (``EUA''), a registered holding

company, and its subsidiaries, Blackstone Valley Electric Company

(``Blackstone''), Montaup Electric Company (``Montaup''), and Newport

Electric Corporation (``Newport''), each at P.O. Box 2333, Boston,

Massachusetts 02107, and Eastern Edison Company (``Eastern''), 110

Mulberry Street, Brockton, Massachusetts 02403, (collectively,

[[Page 10051]]

``Declarants'') have filed a post-effective amendment under sections

6(a), 7, 12(b), 32 and 33 of the Act and rule 53 under the Act to their

declaration previously filed under sections 6(a), 7 and 12(b) of the

Act and rule 53 under the Act.

By order dated April 15, 1997 (HCAR No. 26704) (``April 1997

Order''), Declarants were authorized, among other things, to issue

notes (``Notes'') under a revolving credit facility (``Facility'').

Under the Facility, Declarants and certain other EUA subsidiaries were

permitted to borrow up to $150 million in the aggregate through a

period ending five years after the closing date of the agreement

forming the Facility.\8\ The April 1997 Order provided that the Notes

would be issued and sold in aggregate amounts not to exceed: $100

million for EUA; $75 million for Cogenex; $20 million for Blackstone;

$75 million for Eastern; $30 million for Montaup; $25 million for

Newport; $15 million for ESC; and $10 million for Ocean State.

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\8\ The other subsidiaries, EUA Cogenex Corporation

(``Cogenex''), EUA Ocean State Corporation (``Ocean State''), EUA

Service Corporation (``ESC''), EUA Energy Investment Corporation

(``EEIC''), and EUA Energy Services, Inc. (``EUA Energy'')

(collectively, ``Associates''), proposed to finance authorized

activities through the Facility. The Associates did not join the

Declaration as parties because financing with exempt from prior

approval under rule 52 under the Act.

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Declarants now propose to make short-term borrowings to supplement

the Facility, from time to time through the period ending July 31,

2002, through the issuance and sale of short-term notes to commercial

banks and other lending institutions (``New Notes''), subject to the

terms and conditions stated below and other customary and reasonable

terms as may be negotiated between the Declarant(s) and the lenders and

incorporated in the New Notes.

The New Notes will be issued and sold in aggregate amounts

outstanding at any one time, together with amounts outstanding under

the Facility, not to exceed the following amounts: $100 million for

EUA; $75 million for Cogenex; $20 million for Blackstone; $75 million

for Eastern; $30 million for Montaup; $25 million for Newport; $15

million for ESC; and $10 million for Ocean State. These amounts are the

same aggregate borrowing limits authorized in the April 1997 Order,

except for the following increases: $25 million for EUA; $5 million for

Montaup; and $5 million for ESC. The New Notes will be renewed from

time to time as funds are required prior to July 31, 2002, provided no

New Notes mature after July 31, 2002.

The New Notes may be issued to banks pursuant to informal credit

line arrangements which provide for borrowings at a floating prime rate

or at available fixed money market rates with a commitment fee equal to

no greater than \1/4\ of 1% multiplied by the line of credit. New Notes

bearing interest at the floating prime rate will be subject to

prepayment at any time without premium. New Notes bearing interest at

available money market rates, which in all cases will be less than the

prime rate at time of issuance, will not be prepayable. The New Notes

may also be issued to banks under more formal credit agreements,

similar to the agreements formed as part of the Facility, with

commercially reasonable terms governing those agreements. The choice of

whether the Declarants enter into informal credit line arrangements or

formal credit agreements with the lending banks will be reserved to the

discretion of the Declarants.

The proceeds from the New Notes will be used for the following: (i)

to pay, reduce, or renew outstanding notes payable to banks as they

become due; (ii) to finance the Declarant's respective cash

construction expenditures; (iii) to acquire, retire or redeem

securities in accordance with rule 42; (iv) in the case of EUA, to make

short-term loans, capital contributions, and open account advances in

accordance with rule 45(b)(4) or rule 52 or as authorized by the

Commission to Cogenex (within the dollar limitation set forth in the

April 1997 Order), EEIC, and EUA Energy and to acquire, retire, or

redeem EUA common stock in accordance with rule 42; (v) for the

Declarants' respective working capital requirements; (vi) for

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

the Act (``EWGs''), and foreign utility companies, as defined in

section 33 of the Act (``FUCOs''); and (vii) for other general

corporate purposes; provided, that the aggregate proceeds of borrowings

under the Facility and the New Notes at any time invested in EWGs and

FUCOs shall not, when added to EUA's ``aggregate investment'' in all

EWGs and FUCOs, exceed 50% of EUA's ``consolidated retained earnings,''

each as defined in rule 53 under the Act; and, provided further, that

at the time of each investment of proceeds of borrowings in an EWG or

FUCO, EUA shall be in compliance with the other requirements of rule

53(a) under the Act, and none of the circumstances stated in rule 53(b)

shall exist.

New England Electric System (70-9167)

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 proposes to issue, no later than December 31, 2002, up to one

million shares of its common stock to be used to acquire the stock or

assets of one or more ``energy-related companies,'' as defined in rule

58 under the Act. The acquisitions may be made either directly by NEES

or indirectly through a direct or indirect nonutility subsidiary of

NEES.

Wisconsin Energy Corporation (70-9161)

Wisconsin Energy Corporation (``WEC'') 231 West Michigan Street,

Milwaukee, Wisconsin 53203, an electric public utility holding company

exempt from registration under section 3(a)(1) from all provisions of

the Act except section 9(a)(2), has filed an application for an order

under sections 9(a)(2) and 10 of the Act authorizing its proposed

acquisition of all of the issued and outstanding common stock of

ESELCO, Inc. (``ESELCO''), a Michigan electric public utility holding

company exempt from registration under section 3(a)(1) from all

provisions of the Act except section 9(a)(2), and through such

acquisition, ESELCO's Michigan public utility subsidiary company Edison

Sault Electric Company (``Edison Sault''). WEC also requests an order

under section 3(a)(1) continuing its exemption from all provisions of

the Act except section 9(a)(2), following consummation of the proposed

transaction (``Transaction'').\9\

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\9\ The Commission granted WEC a 3(a)(1) exemption by order in

Wisconsin Energy Corp., Holding Co. Act Release No. 24267 (Dec. 18,

1986).

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Edison Sault operates as a public utility exclusively in the state

of Michigan.\10\ It is subject to regulation with respect to retail

electric rates and other matters by the Michigan Public Service

Commission (``Michigan Commission'').

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\10\ Edison Sault is engaged in the generation, purchase,

transmission, distribution and sale of electric energy in the

Eastern Upper Peninsula of Michigan, an area with a population

estimated at 55,000.

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ESELCO has two nonutility subsidiaries. Northern Tree Service, Inc.

(``NTS'') is a tree trimming company that provides tree-related

services to Edison Sault and others. NTS also owns a radio tower near

Engadine, Michigan. ESEG, Inc. is an inactive subsidiary of ESELCO

formed to take title to two submarine electric cables being purchased

from Consumers Energy Company under the Straits of Mackinac. If the

purchase of the cables is

[[Page 10052]]

completed, the applicant represents that, upon the approval of the

Federal Energy Regulatory Commission, ESEG, Inc. will be merged into

Edison Sault simultaneously with the proposed transaction and will then

cease to exist.

For the twelve months ended June 30, 1997, ESELCO's operating

revenues on a consolidated basis were approximately $38.1 million, of

which approximately $38 million was derived from Edison Sault's

electric operations. Consolidated assets of ESELCO and its subsidiaries

at June 30, 1997 were approximately $57.7 million, of which

approximately $57.4 million consists of utility assets. As of June 30,

1997, there were: (1) 1,593,180 outstanding shares of the common stock,

no par value of ESELCO; and (2) 673,929 shares of common stock, no par

value of Edison Sault.

The applicant states that the Transaction is expected to create

significant benefits to the investors and consumers through the

reduction of corporate and operations labor costs and savings are

expected to be achieved through pruchasing economies, a lower cost of

financing for Edison Sault and reduced production and dispatch costs.

ESELCO and WEC have entered into a Reorganization Agreement which

provides for the acquisition of ESELCO by WEC. The Transaction will be

accomplished through the use of a wholly owned subsidiary of WEC

incorporated in the State of Michigan for the sole purpose of

consummating the merger (``Acquisition Sub''). Acquisition Sub will be

merged with ELSELCO, with ESELCO surviving as a wholly owned subsidiary

of WEC. At the effective time of the merger, each outstanding share of

ESELCO common stock will be cancelled and converted into that number of

shares of WEC common stock as is equal to the Exchange Ratio determined

under the Reorganization Agreement. The Exchange Ratio will be equal to

that number (carried to the fourth decimal place) obtained by dividing

$44.50 by the average (calculated as provided in the Reorganization

Agreement) WEC common stock prive.\11\ Based on the number of shares of

WEC and ESELCO common stock outstanding on September 30, 1997, and the

average WEC common stock price for the ten trading days ending on that

date, ELSELCO shareholders would own 2.4% of WEC's outstanding common

stock on that date on a fully diluted basis. Immediately thereafter,

ESELCO will be merged into WEC with WEC as the surviving corporation.

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\11\ No fractional shares will be issued and holders of

fractional share amounts will receive cash for such fractional

shares. Under the Michigan Business Corporation Act, ESELCO

stockholders do not have dissenters' rights.

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As a result of the Transaction, WEC will be a holding company as

defined in section 2(a)(7) of the Act with ownership of two public

utility subsidiaries, Wisconsin Electric Power Company (``WEPCO'') \12\

and Edison Sault. WEC states that following consummation of the

Transaction, it will be entitled to continue its exemption under

section 3(a)(1) from all provisions of the Act except section 9(a)(2)

because it and each of its public utility subsidiaries from which it

derives a material part of its income will be predominantly intrastate

in character and will carry on their utility businesses substantially

within the state of Wisconsin.\13\

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\12\ WEPCO is engaged in the business of generating,

transmitting, distributing and selling electric energy to

approximately 969,000 customers as of December 31, 1996 in a service

area of approximately 12,000 square miles with a population

estimated at 2.3 million in southeastern, central and northern

Wisconsin and in the Upper Peninsula of Michigan.

WEPCO also distributes and sells natural gas to retail customers

and transports customer-owned natural gas, and also purchases,

distributes and sells steam supplied by its Valley Power plant to

customers in the Milwaukee metropolitan area.

\13\ WEC states that, including the Michigan activities of

Edison Sault, it would derive only 8.8% and 8.6% of its utility

revenues for the year ended December 31, 1996 and the twelve months

ended June 30, 1997, respectively, from outside of Wisconsin.

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Columbia Energy Group, et al. (70-9131)

Columbia Energy Group (``CEG'') formerly Columbia Gas System), a

registered holding company, and its nonutility subsidiaries

(``Nonutility Subsidiaries''), Columbia Energy Group Service

Corporation (formerly Columbia Gas System Service Corporation),

Columbia LNG Corporation, Columbia Atlantic Trading Corporation,

Columbia Power Marketing Corporation, Columbia Energy Services

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

Corporation, Columbia Service Partners, Inc., Energy.Com Corporation,

and Columbia Deep Water Services Corporation, each located at 12355

Sunrise Valley Drive, Suite 300, Reston, Virginia 20191-3420, Columbia

Electric Corporation (formerly 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 General Corporation, Tristar

Georgetown Limited Corporation, Tristar Fuel Cells Corporation, TVC

Nine Corporation, TVC Ten Corporation, and Tristar System,Inc., each

located at 205 Van Buren, Herndon, Virginia 22070, Columbia Natural

Resources, Inc., Alamco, Inc., Alamco-Delaware, Inc., and Hawg Hauling

& Disposal, Inc., each located at 900 Pennsylvania Avenue, Charleston,

West Virginia 25302, Columbia Gas Transmission Corporation, 12801

FairLakes Parkway, Fairfax, Virginia 22030-0146, Columbia Network

Services Corporation and CNS Microwave, Inc., each located at 1600

Dublin Road, Columbus, Ohio 43215-1082, Columbia Propane Corporation,

9200 Arboretum Parkway, Suite 140, Richmond, Virginia 23236, and

Columbia Gulf Transmission Corporation, 2603 Augusta, Suite 125,

Houston, Texas 77057, have filed an application-declaration under

sections 6(a), 7, 9(a), 10, 12(b), and 13(b) of the Act and rules

43(a), 45(a), 54, 87 and 90(d)(1) under the Act.

CEG is currently authorized under an order dated March 25, 1996

(HCAR No. 26498) (``Existing CEG Order'') to offer certain consumer

programs. These programs may be offered to customers of associate

distribution companies and of nonassociate distribution companies

served by associate transmission companies (``Authorized Customers'').

These programs include: energy-related safety inspections to

residential and small commercial customers; short-term appliance

financing (less than ten years); bill payment insurance for up to $400

a month for six months if the customer becomes unemployed, disabled or

dies; appliance repair warranties for heating and air conditioning

systems and other major appliances; gas line repair warranties; sale of

various energy related goods; commercial equipment repair warranties;

bill risk management to gas customers interested in hedging energy

price or consumption fluctuations; consulting and fuel management

services to commercial and industrial customers regarding energy

consumption and its measurement; electronic measurement services to

commercial and industrial customers to monitor their energy consumption

and expenditures; and incidental services and sales of goods related to

the consumption of energy and the maintenance of property owned by an

Authorized Customer, the need for which arises as a result of, or

evolves out of, the above services and which do not differ materially

from these services.

[[Page 10053]]

CEG and the Nonutility Subsidiaries now request that the Commission

remove certain of the restrictions imposed in the Existing CEG Order.

One of these restrictions is the requirement that revenues from sales

in states served by associate distribution companies exceed revenues

from customers in all other states. Other restrictions include limits

on the amounts and term of customer financing and of billing insurance

and the requirement that the authorized services be offered only to

Authorized Customers.

In addition, CEG and the Nonutility Subsidiaries request authority,

to the extent not previously granted, to offer an expanded range of

goods and services to customers both within the and outside the United

States. These services include:

1. Energy management services involving the marketing, sale,

installation, operation and maintenance of various products and

services related to both the business of energy management and a

demand-side management (``Energy Management Services''). Energy

Management Services may include energy and efficiency audits; facility

design and process control and enhancements; construction,

installation, testing, sales and maintenance of (and training client

personnel to operate) energy conservation equipment; design,

implementation, monitoring and evaluation of energy conservation

programs; development and review of architectural, structural and

engineering drawings for energy efficiencies, design and specification

of energy consuming equipment; and general advice on programs.

In addition, Energy Management Services may include the design,

construction, installation, testing, sales and maintenance of new and

retrofit heating, ventilating, and air conditioning (``HVAC''),

electrical and power systems, alarm and warning systems, motors, pumps,

lighting, water, water-purification and plumbing systems, and related

structures, in connection with energy-related needs. Energy Management

Services may also include the provision of services and products

designed to prevent, control, or mitigate adverse effects of power

disturbances on a customer's electrical system.

2. Performance contracting services aimed at assisting customers in

realizing energy and other resource efficiency goals. Specific

functions include process control, fuel management, and asset

management services \14\ in respect of energy-related systems,

facilities and equipment located on or adjacent to the premises of a

customer and used by that customer in connection with its business

activities. Energy-related systems, facilities and equipment could

include: (a) distribution systems and substations, (b) transmission,

storage and peak-shaving facilities, (c) gas supply and/or electric

generation facilities (i.e., stand-by generators and self-generation

facilities), (d) boilers and chillers (i.e., refrigeration and coolant

equipment), (e) alarm/warning systems, (f) HVAC, water and lighting

systems, and (g) environmental compliance, energy supply and building

automation systems and controls. These services may be provided to,

among others, qualifying and non-qualifying cogeneration and small

power production facilities, as defined in the Public Utility

Regulatory Policies Act of 1978. In addition, asset management services

may be provided to municipalities and electric cooperatives, and CEG

may directly or indirectly act as agent for these customers on energy

management matters, including the operation and dispatch of generating

facilities.

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\14\ Asset management services include: development;

engineering; design; construction and construction management; pre-

operational start-up testing and commissioning; long-term operations

and maintenance, including system overhaul; load control and network

control; fuel procurement, transportation and storage; fly-ash and

other waste disposal; management and supervision; technical,

training and administrative support; and any other managerial or

technical services required to operate, maintain and manage energy-

related assets physically associated with customer premises.

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3. Consulting services with respect to energy- and gas-related

matters for associate and nonassociate companies, and for individuals

(``Consulting Services''). These services include technical and

consulting services involving technology assessments, power factor

correction and harmonics mitigation analysis, meter reading and repair,

rate schedule design and analysis, environmental services, engineering

services, billing services (including consolidation billing and bill

disaggregation tools), risk management services, communication systems,

information systems/data processing, system planning, strategic

planning, finance, feasibility studies, and other similar or related

services. In addition, CEG and the Nonutility Subsidiaries request

authority for nonutility associates to provide these services to other

nonutility associates at prices other than cost.

4. Certain retail services, which include the provision of

centralized bill payment centers for payment of all utility and

municipal bills and related services, and annual inspection,

maintenance and replacement of energy-related equipment and appliances.

These services also include providing service line repair and extended

warranties with respect to all of the utility- or energy-related

service lines internal and external to a customer's premises, and other

similar or related services, including surge protection. In addition,

these services include marketing services to associate and nonassociate

businesses in the form of bill insert and automated meter-reading

services.

5. Monitoring and response goods and services, which include

products used in connection with energy and gas-related activities that

enhance safety, increase energy/process efficiency, or provide energy-

related information, as well as repair services in connection with such

problems as carbon monoxide leaks and faulty equipment wiring. These

may also include the operation of call/dispatch centers on behalf of

associate and nonassociate companies in connection with the proposed

sale of goods and services or with activities that CBG associates are

otherwise authorized to engage in under the Act.

6. Energy-peaking services via propane-air or liquified natural gas

(``LNG''), which involves the provision of back-up electricity or gas

supply in periods of high or ``peak'' energy demand using a propane-air

mixture or LNG as fuel sources for such back-up services.

7. Project development and ownership activities, which involves the

installation and ownership of gas-fired turbines for on-site generation

and consumption of electricity/

8. Customer appreciation programs, which include the offering of

prepaid phone cards or affinity credit cards to promote customer

goodwill.

In addition, CEG and the Nonutility Subsidiaries request authority

to provide other energy-related goods and services. These include

incidental goods and services closely related to the consumption of

energy and the maintenance of energy consuming property by customers.

The need for these goods and services would arise as a result of, or

evolve out of, the goods and services described above or the goods and

services approved in the Existing CEG Order and do not differ

materially from those goods and services. The proposed incidental goods

and services would not involve the manufacture of energy consuming

equipment but could be related to, among other things, the maintenance,

[[Page 10054]]

financing, sale or installation of such equipment.

CEG may provide these services through one or more direct or

indirect subsidiaries, either independently or through a joint venture

or an alliance with a nonassociate company. In addition, CEG requests

authority to acquire, directly or indirectly, the securities or an

interest in the business of nonassociate companies that derive

substantially all of their revenues from the proposed activities and

those approved in the Existing CEG Order.

CEG seeks authority to provide or broker, directly or indirectly,

financing to or for customers in connection with the proposed

activities and those approved in the Existing CEG Order. Financing for

purchases by CEG utility customers would be provided by nonassociates.

CEG also requests authority for associate distribution companies to

assist in providing customer billing, accounting and other energy-

related services in connection with the proposed sale of those goods

and services and the sale of those goods and services approved in the

Existing CEG Order that are marketed to CEG utility customers. All such

services will be rendered at cost in accordance with section 13(b) of

the Act.

In an order dated December 23, 1996 (HCAR No. 26634), the

Commission reserved jurisdiction over participation by new direct or

indirect subsidiaries of CEG engaged in new lines of business in CEG's

money pool. CEG now requests that the Commission release this

jurisdiction with respect to participation in the money pool by those

direct and indirect subsidiaries that are formed or acquired to engage

in the proposed activities. In addition, CEG and the Nonutility

Services request that the Commission reserve jurisdiction over the

proposed sale of goods and services outside the United States, other

than Energy Management Services and Consulting Services and related

customer financing.

CEG states that it will not seek recovery through higher rates to

customers of the utility subsidiaries to compensate it for any losses

or inadequate returns it may sustain from the proposed sale of goods

and services. CEG additionally states that no associate company will

engage in any of the proposed activities without further Commission

approval if it would become a public utility company within the meaning

of the Act as a result of that activity.

For the Commission, by the Division of Investment Management,

pursuant to delegated authority.

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 98-5069 Filed 2-26-98; 8:45 am]

BILLING CODE 8010-01-M