01-26898. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

October 19, 2001.

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 13, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, 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 13, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Holyoke Water Power Company (70-9943)

Holyoke Water Power Company (“HWP”), an electric utility company subsidiary of Northeast Utilities (“NU”), a registered holding company, and Holyoke Power and Electric Company (lrdquo;HP&E”), a wholly owned subsidiary of HWP, both located at 1 Canal Street, Holyoke, Massachusetts 01040, have filed a declaration under section 12(d) and rules 44 and 54 under the Act.

HWP and HP&E seek authorization to sell to the City of Holyoke Gas and Electric Department (“HG&E”) certain hydroelectric generating facilities, associated distribution assets, and other related assets. The sale is a result of both an agreement settling certain litigation between the applicants and HG&E and a Federal Energy Regulatory Commission hydroelectric plant relicensing proceeding. The assets consist of (i) the Holyoke Dam and related units; (ii) related inventory and units, including poles and wires; (iii) certain of HWP's properties in the city of Holyoke, along with certain properties in the cities of Chicopee and South Hadley, Massachusetts; (iv) contracts with all of HWP's retail customers; and (v) all millpowers, water exchange agreements, licenses, and other agreements related to the acquired assets (collectively, “HWP Assets”). The HWP Assets comprise between 78-80% of HWP's total assets and between 22-23% of HWP's total generating capacity. The sale will dispose of HWP's entire hydroelectric generating capacity. HG&E will also assume certain liabilities associated with the HWP Assets and reassume HWP's position as licensee for the hydroelectric facilities under a license issued by the Federal Regulatory Energy Commission (“FERC”). The license is subject to various FERC rehearing requests.

HG&E will pay HWP $17.55 million, subject to closing adjustments, for the HWP Assets. Various FERC-jurisdictional transmission assets will be included with the HWP Assets and are the subject of various filings made by HWP with FERC.^[1] HG&E will continue to use the HWP Assets to generate electricity.

The net proceeds of the sale will be invested by HWP in the NU System Money Pool (“NU Money Pool”) ^[2] and/or other short-term investments until later in 2001 when the proceeds will be paid to NU as a dividend or used to retire some of HWP's debt.

NiSource Inc., et al. (70-9945)

NiSource Inc. (“NiSource”), a registered holding company, its utility subsidiaries: Northern Indiana Public Service Company (“Northern Indiana”), Kokomo Gas and Fuel Company (“Kokomo”), Northern Indiana Fuel and Light Company (“NIFL”), all located at 801 East 86th Avenue, Merrillville, Indiana 46410-6272; Bay State Gas Company (“Bay State”), Northern Utilities, Inc. (“Northern Utilities”), both located at 300 Friberg Parkway, Westborough, Massachusetts 01581-5039; Columbia Gas of Kentucky, Inc. (“Columbia Kentucky”), Columbia Gas of Ohio, Inc. (“Columbia Ohio”), Columbia Gas of Maryland, Inc. (“Columbia Maryland”), Columbia Gas of Pennsylvania, Inc. (“Columbia Pennsylvania”), and Columbia Gas of Virginia, Inc. (“Columbia Virginia”), all located at 200 Civic Center Drive, Columbia, Ohio 43215; Columbia Energy Group (“Columbia”), a subsidiary registered holding company of NiSource, 801 East 86th Avenue, Merrillville, Indiana 46410-6272; and NiSource's nonutility subsidiaries: NiSource Corporate Services Company, EnergyUSA, Inc., (an Indiana corporation), EnergyUSA-TPC Corp., Energy USA, Inc. (a Massachusetts corporation), Primary Energy, Inc., NiSource Capital Markets, Inc. (“NiSource Capital”), NiSource Finance Corp. (“NiSource Finance”), NiSource Development Company, Inc., NI Energy Services, Inc., NiSource Energy Technologies, Inc., Columbia Assurance Agency, Inc., Columbia Accounts Receivable Corporation, Columbia Atlantic Trading Corporation, Columbia Electric Remainder Corporation, Columbia Energy Services Corporation, Columbia Insurance Corporation, Ltd., Columbia LNG Corporation, Columbia Energy Retail Marketing Corporation, Columbia Service Partners, Inc., all located at 801 East 86th Avenue, Merrillville, Indiana 46410-6272; Columbia Energy Resources, Inc., Alamco-Delaware, Inc., Hawg Hauling & Disposal, Inc., Columbia Natural Resources, Inc., all located at 900 Pennsylvania Avenue, Charleston, West Virginia 25302; Columbia Gas Transmission Corporation, Columbia Transmission Communications Corporation, NiSource Pipeline Group, Inc., Crossroads Pipeline Company, Columbia Pipeline Corporation, Columbia Energy Group Capital Corporation, Columbia Deep Water Services Company, all located at 12801 Fair Lakes Parkway, Fairfax, Virginia 22030-0146; IWC Resources Corporation, 1220 Waterway Boulevard, Indianapolis, Indiana 46202; SM&P Utility Resources, Inc., 11455 North Meridian Street, Suite 200, Carmel, Indiana 46032; and Columbia Gulf Transmission Company, 2603 Augusta, Suite 125, Houston, Texas 77057 (collectively “Applicants”), have filed an application-declaration under sections 6(a), 7, 9(a), 10, 12(b) and 12(f) of the Act and rules 45, 53 and 54 under the Act.

Applicants request authority to establish a new NiSource system money pool (“Money Pool”) that will replace the current Columbia system money pool and, to the extent not exempted by rule 52, Applicants request authorization for the period through December 31, 2003 (the “Authorization Period”) to make unsecured short-term borrowings from the Money Pool, to contribute surplus funds to the Money Pool, and to lend and extend credit to (and acquire promissory notes from) one another through the Money Pool. To the extent not exempted by rule 45(b) or rule 52(d), as applicable, NiSource, directly or indirectly through NiSource Finance, requests authorization to invest surplus funds and/or to lend and extend credit to the participating subsidiaries through the Money Pool.

In addition, Columbia Maryland requests authorization to issue additional shares of its common stock and long-term debt securities to Columbia from time to time during the Authorization Period in an aggregate amount not to exceed $40 million.

NiSource Money Pool

NiSource, Columbia, NiSource Finance, and NiSource Capital will participate in the Money Pool as investors only and not as borrowers. Exempt wholesale generators (“EWGs”), foreign utility companies (“FUCOs”), and exempt telecommunications companies (“ETCs”) will be specifically excluded from participating in the money Pool as borrowers.

Under the proposed terms of the Money Pool Agreement, short-term funds would be available from the following sources for short-term loans to the participating subsidiaries from time to time: (1) Surplus funds in the treasuries of Money Pool participants, and (2) proceeds received by NiSource Finance from the sale of commercial paper, borrowings from banks and other lenders, and other financing arrangements (“External Funds”), as authorized by order of the Commission dated November 1, 2000 (HCAR No. 27265). Funds would be made available from these sources in the order NiSource Corporation Services Company, as the Administrative Agent, may determine would result in a lower cost of borrowing, consistent with the individual borrowing needs and financial standing of Money Pool participants that invest finds in the Money Pool. The Commission is requested to reserve jurisdiction over the participation as a borrower of any other direct or indirect, current or future, non-utility subsidiary of NiSource.

Proceeds of any short-term borrowings from the Money Pool may be used by a participant (i) for the interim financing of its construction and capital expenditure programs; (ii) for its working capital needs; (iii) for the repayment, redemption or refinancing of its debt and preferred stock; (iv) to meet unexpected contingencies, payment and timing differences, and cash requirements; and (v) to otherwise finance its own business and for other lawful general corporate purposes.

The utility subsidiaries (other than Columbia Virginia) ^[3] request authority to make borrowings through the Money Pool in the following maximum amounts at any time outstanding:

Northern Indiana	$1,000,000,000
Kokomo	50,000,000
NIFL	50,000,000
Bay State	250,000,000
Northern Utilities 4	50,000,000
Columbia Ohio	700,000,000
Columbia Kentucky	80,000,000
Columbia Pennsylvania	300,000,000
Columbia Maryland	50,000,000

Borrowing under the Money Pool by participating subsidiaries that are authorized to borrow, other than the utility subsidiaries, will be exempt pursuant to Rule 52(b).

Long-Term Securities of Columbia Maryland

Columbia Maryland requests authorization to issue and sell from time to time during the Authorization Period, and Columbia requests authorization to acquire, additional shares of Columbia Maryland's common stock and long-term debt securities. The aggregate amount of common stock and/or long-term debt securities to be issued by Columbia Maryland during the Authorization Period will not to exceed $40 million. The funds required by Columbia in order to make loans to Columbia Maryland will be derived from borrowings from NiSource Finance.

The interest rate on long-term debt securities issued by Columbia Maryland to Columbia will be designed to match the interest rate on borrowings made by Columbia from NiSource Finance in order to fund the purchase of such long-term securities, which, in turn, will be equal to the effective rate (i.e., interest rate plus issuance costs) for the most recent long-term debt securities issued by NiSource finance during the previous calendar quarter. If no such long-term debt securities were issued by NiSource finance during the previous calendar quarter, then the interest rate on long-term debt securities issued by Columbia Maryland to Columbia will be either the estimated new long-term rate that would be in effect if NiSource Finance were to issue long-term debt securities, as projected by a major investment bank, or the prevailing market rate for a newly issued “BBB”-rated utility bond. Long-term notes issued by Columbia Maryland to Columbia may have maturities of up to 30 years and may be either secured or unsecured.

NiSource commits to maintain common equity of Columbia Maryland, as a percentage of Columbia Maryland's consolidated capitalization (including short-term debt), at or above 30%.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  These filings include a request for approval for the transfer of a hydro license under Part I of the Federal Power Act, for the sale of the hydroelectric facilities and assignment of related agreements under Section 203 of the Federal Power Act, and for the modification or termination of certain power contracts by HWP under Section 205 of the Federal Power Act.

2.  The NU Money Pool was originally approved in SEC File No. 70-9755, HCAR No. 27328 (December 28, 2000).

3.  Borrowings under the Money Pool by Columbia Virginia will be exempt under rule 52(a).

4.  Any borrowings by Northern Utilities under the Money Pool that are in excess of 10% of its net fixed plant must be approved by the New Hampshire Public Utilities Commission and, therefore, would be exempt under rule 52(a).