E5-5720. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

October 12, 2005.

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 under the Act. 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 amendment(s) is/are available for public inspection through the Commission's Branch 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 November 7, 2005, to the Secretary, Securities and Exchange Commission, 100 F Street, NE., Washington, DC 20549-9303, 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 the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts 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 November 7, 2005, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

AGL Resources Inc. et al. (70-10175)

AGL Resources Inc., (“AGL Resources”), a registered holding company, Ten Peachtree Place, Suite 1000, Atlanta, Georgia 30309; its public utility subsidiaries: Atlanta Gas Light Company (“AGLC”), Chattanooga Gas Company (“CGC”), Virginia Natural Gas, Inc. (“VNG”), Pivotal Utility Holdings, Inc. (“Pivotal”) and Virginia Gas Distribution Company (“VGDC”) (AGLC, CGC and VNG are collectively referred to as the “ Utility Subsidiaries”)^[1] ; and the following of its nonutility companies: AGL Rome Holdings, Inc., Georgia Natural Gas Company, AGL Investments, Inc., AGL Networks, LLC, AGL Energy Corporation, AGL Propane Services, Inc., Trustees Investments, Inc., Customer Care Services, Inc., Pivotal Propane of Virginia, Inc., Southeastern LNG, Inc., AGL Services Company, AGL Capital Corporation, Global Energy Resources Insurance Corporation, AGL Capital Trust I, AGL Capital Trust II, and AGL Capital Trust III, all of Ten Peachtree Place, Suite 1000, Atlanta Georgia 30309; SouthStar Energy Services LLC, 817 West Peachtree Street, Atlanta Georgia 30308; and Sequent Energy Management, LP, Sequent, LLC, Sequent Holding, LLC, Sequent Energy Marketing, LP, Pivotal Energy Services, Inc., Jefferson Island Storage & Hub, LLC, (“JISH”), Pivotal Jefferson Island Storage & Hub LLC (“PJISH”) and Pivotal Storage, Inc. (“PSI”), all of 1200 Smith Street, Suite 900, Houston, Texas 77002 (collectively, the “Nonutility Subsidiaries”; AGL Resources, the Utility Subsidiaries and the Nonutility Subsidiaries are collectively referred to as “Applicants”) have filed a post-effective amendment (“Application”) under sections 6(a), 7, 9, 10 and 12 of the Act and rules 45, and 54 under the Act.

Applicants request a supplemental order from the Commission for JISH, PJISH and PSI to become parties to and participate in the nonutility money pool as previously authorized for nonutility subsidiaries of AGL Resources (“Nonutility Money Pool”) under the Commission's order dated April 1, 2004 (HCAR No. 27828) (“April 2004 Order”) in order to manage JISH, PJISH and PSI's short-term capital requirements in connection with the gas storage business described below.

AGL Resources directly or indirectly owns all of the issued and outstanding common stock of the Utility Subsidiaries, which are natural gas local distribution utility companies. The Utility Subsidiaries construct, manage and maintain natural gas pipelines in Georgia, Tennessee Virginia, Maryland, Florida and New Jersey and serve more than 2.3 million end-use customers. By order dated November 24, 2004 (HCAR No. 27917) (“November 2004 Order”), AGL Resources was authorized to acquire NUI Corporation and its subsidiaries, including NUI Utilities, Inc. (since renamed Pivotal Utility Holdings, Inc.) and several nonutility companies. The November 2004 Order granted financing authority to NUI Corporation and its subsidiaries, and permitted the nonutility subsidiaries of NUI Corporation to participate in the AGL Resources nonutility money pool under the same terms and conditions as AGL Resources' existing nonutility subsidiaries.

Through its various nonutility subsidiaries, AGL Resources engages in asset optimization, producer services, wholesale marketing and risk management; marketing of natural gas and related services to retail customers; and providing telecommunications conduit and dark fiber. JISH owns and operates two salt dome gas storage caverns with 9.9 million Dekatherms (Dth) of total capacity and approximately 7.3 million Dth of working gas capacity. The facility has withdrawal capacity of over 720,000 Dth per day and injection capacity of 240,000 Dth per day. Through its interconnections with eight pipelines and its access to the Henry Hub, JISH will provide additional access to natural gas supply for AGL Resources' utilities.

Through its indirect wholly owned subsidiary, PJISH, AGL Resources acquired JISH on October 1, 2004 for approximately $90 million, which included approximately $9 million of working gas inventory. Applicants state that the acquisition of JISH is exempt under Rule 58.

Additionally, AGL Resources has formed two new non-utility subsidiaries, PJISH and PSI, which are intermediate holding companies for JISH. PJISH is a subsidiary of PSI and PSI is a subsidiary of AGL Investments, which is a direct wholly owned subsidiary of AGL Resources. Applicants state that the creation of PJISH and PSI is exempt under the April 2004 Order.

The Commission authorized the Applicants in the April 2004 Order to engage in a system of external and intrasystem financing. In particular, as it relates to this Application, AGL Resources, the Utility Subsidiaries, and certain of AGL Resources nonutility subsidiaries were authorized to continue as parties to the AGL Resources utility money pool and Nonutility Money Pool. In addition, to the extent not exempt under Rule 52(b), the nonutility subsidiaries covered by the April 2004 Order were authorized to make unsecured short-term borrowings from the Nonutility Money Pool, to contribute surplus funds to the Nonutility Money Pool, and to lend and extend credit to one another through the Nonutility Money Pool. In the April 2004 Order, the Commission also reserved jurisdiction over the participation of any newly formed or acquired company in either money pool as borrower.

Applicants request authority for JISH, PHISH and PSI to become parties to and participate in the Nonutility Money Pool, subject to the same terms and conditions previously authorized by Commission for the nonutility subsidiaries in the April 2004 Order. Applicants further request that the Commission again reserve jurisdiction over the participation of any other current or future nonutility subsidiaries as a borrower under the Nonutility Money Pool. Applicants propose no other changes to the terms, condition or limitations of the April 2004 Order by this Application.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

Jill M. Peterson,

Assistant Secretary.

Footnotes

1.  AGLC, VNG, and CGC are located at Ten Peachtree Place, Suite 1000, Atlanta, Georgia 30309. Pivotal is located at 550 Route 202-206, Box 760, Bedminster, New Jersey, and VGDC is located at 1096 Ole Berry Drive, Abingdon, Virginia 24210.