01-5110. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

February 23, 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 March 20, 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 March 20, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

DTE Energy Company, et al. (70-9589)

DTE Energy Company (“DTE”), a Michigan public utility holding company that claims exemption, under section 3(a)(1) of the Act by rule 2, and its inactive, wholly owned subsidiary, DTE Enterprises, Inc. (“Merger Sub” and with DTE, “Applicants”), both located at 2000 Second Avenue, Detroit, Michigan 48226-1279, have filed an application under sections 3(a)(1), 9(a)(2), and 10 of the Act.

DTE is engaged, through subsidiaries, in various utility and nonutility activities.^[1] Its common stock is listed on the New York Stock Exchange (“NYSE”) and, as of October 31, 2000, 142,651,172 of its shares were outstanding. For the twelve-month period ending on September 30, 2000, DTE had consolidated operating revenues of $5.27 billion, approximately $4.04 billion of which were attributable to utility activities. Applicants state that the total value of the assets of DTE and its subsidiaries as of September 30, 2000 was approximately $12.3 billion, of which approximately $7.3 billion consisted of the net value of electric plant and equipment. Applicants state that, as of September 30, 2000, the Detroit Edison Company (“Detroit Edison”), DTE's wholly owned electric public utility subsidiary company, had 8,608 employees and the nonutility subsidiaries of DTE had 429 employees.^[2]

Detroit Edison is engaged in the generation, purchase, transmission, distribution and sale of electric energy in a 7,600 square-mile area in southeastern Michigan. Detroit Edison's service area includes about 13% of Michigan's total land area and about half of the population of the State (approximately five million people). Applicants state that, for the twelve months ending on September 30, 2000, Detroit Edison's operating revenues and net income were approximately $4.05 billion and $349 million, respectively. As of September 30, 2000, Detroit Edison's assets were valued at $10.946 billion. As of September 30, 2000, Detroit Edison had a summer net rated capability of approximately 11,030 MW. Detroit Edison's electric generating plants are interconnected by a transmission system operating at up to 345 kilovolts through 37 transmission stations. Detroit Edison is subject to general regulation by the Michigan Public Service Commission (“MPSC”) regarding the conditions of its service, rates and recovery of certain costs, accounting and various other matters. DTE is also subject to regulation by the Federal Energy Regulatory Commission under the Federal Power Act. In addition, the Nuclear Regulatory Commission has regulatory jurisdiction over all phases of the operation, construction (including plant modifications), licensing and decommissioning of Detroit Edison's Fermi 2 nuclear power plant.

DTE requests authority to acquire indirectly, through Merger Sub, under the terms of an Agreement and Plan of Merger dated October 4, 1999, as amended on November 12, 1999 (“Merger Agreement”), all issued and outstanding common stock of MCN Energy Group Inc. (“MCN”), a Michigan public utility holding company claiming exemption under section 3(a)(1) of the Act by rule 2 under the Act. Specifically, DTE proposes to merge Merger Sub with MCN, with Merger Sub surviving as a wholly owned direct subsidiary of DTE. Under the Merger Agreement, each share of outstanding MCN common stock (including the associated right to purchase Series A Junior Participating Preferred Stock) will be converted into a right to receive either $28.50 in cash or .775 shares of DTE common stock.

MCN, a Michigan corporation, is engaged through subsidiaries in the production, gathering processing, transmission, storage, and distribution of natural gas, as well as various nonutility activities.^[3] The common stock of MCN on the NYSE, and Applicants state that, as of the close of business on November 30, 2000, there were 90,212,588 shares of MCN common stock issued and outstanding. For the twelve months ending on September 30, 2000, MCN's operating revenues on a consolidated basis were approximately $2.6 billion, of which approximately $1.1 billion were attributable to utility activities. Applicants state that the consolidated assets of MCN and its subsidiaries, as of September 30, 2000, were valued at more than $4.2 billion, of which approximately $1.5 billion consisted of the net value of gas utility plant and equipment. As of September 30, 2000, Michigan Consolidated Gas Company (“MichCon”), a wholly owned public utility subsidiary of MCN, employed 2,740 people, while MCN itself and the other MCN subsidiaries had 253 employees.

MichCon, a Michigan corporation, is a natural gas distribution and transmission company that owns distribution, transmission, production and storage properties and facilities and serves approximately 1.2 million customers in more than 500 communities throughout Michigan. As of November 30, 2000, MichCon's distribution system included 17,272 miles of distribution mains, 1,107,428 service lines and 1,216,514 active meters. MichCon owns 2,663 miles of transportation and production lines that deliver natural gas to the distribution districts and interconnect its storage fields with the sources of supply and the market areas, as well as properties relating to four underground natural gas storage fields with an aggregate working gas storage capacity of approximately 124 Bcf. For the twelve months ended September 30, 2000, MichCon's operating revenues and net income were approximately $1.1 billion and $89.9 million, respectively. As of September 30, 2000, MichCon had $2.2 billion in assets. MichCon's rates are regulated by the MPSC.

Citizens Gas Fuel Company (“Citizens”), a wholly owned utility subsidiary of MCN, is engaged in the distribution of natural gas Michigan. Citizens serves approximately 15,000 residential, commercial and industrial customers in and around Adrian, Michigan. The Adrian Gas Rate Commission establishes the rates of Citizens, and Applicants state that all other phases of its operations are subject to the jurisdiction of the MPSC. For the twelve months ending on September 30, 2000, Citizens' operating revenues and net income were approximately $16.6 million and $900,000, respectively. As of September 30, 2000, Citizens' assets were valued at $24.4 million.

MCN also owns a 46.5% limited partnership interest, and a 1.% general partnership interest in Southern Missouri Gas Company, L.P. (“SMGC”), a public utility engaged in the distribution of natural gas, SMGC serves approximately 7,000 residential, commercial, and industrial customers in southern Missouri. For the twelve months ending on September 30, 2000, MCN's share of SMGC's operating revenues were approximately $3 million and MCN 's share of SMGC's net loss was approximately $900,000. As of September 30, 2000, MCN's shares of SMGC's assets were valued at $23.8 million. Applicants state that SMGC's rates, along with other phases of its operations, are subject to the jurisdiction of the Missouri Public Service Commission.

DTE requests authority to acquire indirectly through Merger Sub, under the terms of an Agreement and Plan of Merger dated October 4, 1999, as amended on November 12, 1999 (“Merger Agreement”), all issued and outstanding common stock of MCN. Specifically, Merger Sub will merge with MCN, with Merger Sub surviving as a wholly owned direct subsidiary of DTE (“Merger”). Under the Merger Agreement, each share of outstanding MCN common stock (including the associated right to purchase Series A Junior Participating Preferred Stock) will be converted into a right to receive either $28.50 in each or 775 shares of DTE common stock.

The officers, directors, corporate charter and bylaws of MCN immediately before the Merger will become the officers, directors, corporate charter and bylaws of Merger Sub. DTE's principal and executive offices will not change as a result of the Merger.

Applicants state that the Merger will enable DTE to provide its customers with an expanded range of the energy choices, while producing economies of scope and integration that will benefit consumers and investors. Specifically, Applicants state that DTE will be able to offer attractive energy supply options to large customers, provide expanded product offerings to its customers, and develop on-site energy facilities and services for business customers. Applicants state that DTE will be better positioned after the Merge to compete with other integrated regional and national energy companies, and that the Merger will therefore enhance competition.

Additionally, Applicants request that the Commission issue an order exempting DTE and Merger Sub, under section 3(a)(1) of the Act, from all of the requirements of the Act, except for section 9(a)(2) of the Act.

NiSource, Inc., et al. (70-9681)

NiSource Inc. (“NiSource”) 801 East 86th Avenue, Merrillville, Indiana 46410-6272, a registered holding company,^[4] NiSource's direct public utility subsidiary companies, Northern Indian 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 and Bay State Gas Company ^[5] (“Bay State”), its exempt intermediate public utility holding company, and Bay State's public utility subsidiary company, Northern Utilities, Inc. (“Northern Utilities”), both located at 300 Friberg Parkway, Westborough, Massachusetts 01581-5039 (collectively Northern Indiana, Kokomo, NIFL, Bay State, and Northern Utilities, “NiSource Utility Subsidiaries”), Columbia, 200 Civic Center Drive, Columbus, Ohio 43215, NiSource's registered intermediate holding company, Columbia's public utility subsidiary companies, Columbia Gas of Kentucky, Inc., Columbia Gas of Maryland, Inc., Columbia Gas of Ohio, Inc., Columbia Gas of Pennsylvania, Inc., and Columbia Gas of Virginia, Inc., all located at 200 Civic Center Drive, Columbia, Ohio 43215 (collectively “Columbia Utility Subsidiaries”), NiSource's nonutility subsidiary companies, EnergyUSA, Inc., NiSource Pipeline Group, Inc., NI Energy Services, Inc., NiSource Development Company, Primary Energy, Inc., NiSource Capital Markets, Inc., NiSource Finance Corp., Hamilton Harbour Insurance Services, Ltd., NiSource Corporate Services Company, NiSource Energy Technologies, Inc., Columbia LNG Corporation, Columbia Atlantic Trading Corporation, Columbia Energy Group Capital Corporation, Columbia Pipeline Corporation, Columbia Finance Corporation, and Columbia Energy Services Corporation all located at 801 East 86th Avenue, Merrillville, Indiana 46410-6272, IWC Resources Corporation, 1220 Waterway Blvd., Indianapolis, Indiana 46202, SM&P Utility Resources Inc., 1145 Meredian St., Suite 200, Carmel, Indiana 46032, Columbia Energy Resources, Inc., c/o 900 Pennsylvania Avenue, Charleston, West Virginia 25302, Columbia Gas Transmission Corporation and Columbia Transmission Communications Corporation both located at 12801 Fair Lakes Parkway, Fairfax, Virginia 22030-0146, Columbia Gulf Transmission Company, 2603 Augusta, Suite 125, Houston, Texas 77057, Columbia Network Services Corporation, 1600 Dublin Road, Columbus, Ohio 43215-1082, and Columbia Insurance Corporation Ltd., 20 Parliament Street, P.O. Box HM 649; Hamilton HM CX, Bermuda have filed a post-effective amendment to their application-declaration under sections 6(a), 7, 9(a), 10, and 12(b) of the Act. The Commission issued the notice of the original application-declaration on September 26, 2000 (HCAR No. 27236).

By order dated November 1, 2000 (HCAR No. 27265) (“Financing Order”), the Commission authorized NiSource and its subsidiaries to engage in external financing and intrasystem financing, and other related transactions, for the period through December 31, 2003 (“Authorization Period”). Under the Financing Order, the Commission authorized NiSource to issue and sell from time to time during the Authorization Period, either directly or indirectly through one or more financing subsidiaries (including NiSource Finance Corp. (“NiSource Finance”)), equity securities and long-term and short-term debt securities. Among other specific approvals granted, the Commission authorized NiSource to issue and sell, directly or indirectly, short-term debt securities in the form of commercial paper, bank notes or other evidence of indebtedness having maturities of less than one year (“Short-term Debt”) in an aggregate principal amount at any time outstanding not to exceed $2 billion. The Commission also authorized the NiSource Utility Subsidiaries to issue and sell short-term debt securities, including commercial paper, to finance their utility operations, in the following maximum principal amounts at any time outstanding during the Authorization Period:

Subsidiary	Amount
Northern Indiana	$1,000,000,000
Bay State	250,000,000
NIFL	50,000,000
Kokomo	50,000,000
Northern Utilities	50,000,000

Northern Indiana and Bay State currently have commercial paper facilities that are backed by revolving credit lines. Borrowings by Bay State are used, in part, to make short-term loans to Northern Utilities.

NiSource is now requesting a modification to the Financing Order to authorize an increase from $2 billion to $3.4 billion in the maximum principal amount of short-term debt that NiSource (or any financing subsidiary of NiSource) may have outstanding at any one time. NiSource states that it will use the proceeds of increased short-term borrowings to make loans to Columbia and the NiSource Utility Subsidiaries in order to enable those companies to retire, at maturity, external short-term borrowings. After March 31, 2001, Columbia and Northern Indiana will not issue any new Short-term Debt securities to unaffiliated lenders but will instead satisfy all of their short-term borrowing needs through intercompany borrowings from NiSource. Bay State will maintain its external funding arrangements in order to fund loans to Northern Utilities until such time as Northern Utilities has obtained an order of the Maine Public Utilities Commission permitting NiSource (or a financing subsidiary of NiSource) to become the external funding source for Bay State's loans to Northern Utilities. All short-term borrowings by Columbia and the NiSource Utility Subsidiaries from NiSource will bear interest at rates designed to parallel the effective cost of short-term debt issued by NiSource. Short-term borrowings by Columbia and the NiSource Utility Subsidiaries from NiSource will be within the individual company limits previously approved in the Financing Order.

Allegheny Energy, Inc., et al. (70-9683)

Allegheny Energy, Inc., (“Allegheny”), a registered public-utility holding company, Allegheny Energy Service Corporation (“AESC”), a service company subsidiary of Allegheny, both located at 10435 Downsville Pike, Hagerstown, Maryland 21740-1766, and Allegheny Energy Supply Company, LLC (“AE Supply”), a utility ^[6] generating company subsidiary of Allegheny, R.R. 12, P.O. Box 1000, Roseytown Road, Greensburg, Pennsylvania 15601 (collectively, “Applicants”), have filed an application-declaration (“Application”) under sections 6(a), 7, 9(a), 10, 12(b), 12(f), 13(b), 32 and 33 of the Act and rules 45, 53, 54, 90 and 91 under the Act.

Applicants seek authority to engage in various transactions relating to the development and acquisition of interests in exempt wholesale generators (“EWGs”) and foreign utility companies (“FUCOs”), as defined in sections 32 and 33 of the Act, respectively, and in activities permitted by rule 58 under the Act (“Rule 58 Activities”). Applicants also propose to engage in various related financing and intrasystem transactions, as described below.

I. Formation of Special-Purpose Subsidiaries

AE Supply requests authorization to organize and finance one or more special purpose subsidiaries (“Exempt Subsidiaries”) to: (1) Engage in Rule 58 Activities within the United States; and (2) to invest, directly or indirectly, in EWGs and FUCOs. AE Supply also proposes to organize one or more special project entities (“Intermediate Companies”) for the purpose of facilitating the development and consummation of investments in EWGs and FUCOs by (1) exploring investment opportunities; and (2) investing in companies for the acquisition and ownership of EWGs, FUCOs, and to engage in Rule 58 Activities prior to the formation of the Exempt Subsidiaries.

II. Proposed External and Internal Financings

Applicants also seek authority to issue guaranties, short-term debt and long-term debt through July 31, 2005 (“Authorization Period”), up to an aggregate amount of $430 million at any one time outstanding (“Aggregate Financing Limit”) for the purpose of investing directly or indirectly in EWGs, FUCOs, Rule 58 Activities, or for other strategic corporate purposes related to investments in EWGs and RUCOs.^[7] Applicants further represent that investments in EWGs and FUCOs will not exceed the limits imposed by rules 53 and 54 under the Act.

Applicants state that the proposed debt to be issued includes, but is not limited to, bank financing, bank credit support, sales of secured ^[8] or unsecured debt, notes, loans, and debentures. Applicants also seek authorization for the Exempt Subsidiaries and Intermediate Companies to issued debt securities to unaffiliated third parties,^[9] including banks, insurance companies and other financial institutions, exclusively for the purpose of financing or refinancing investments in EWGs and FUCOs up to the Aggregate Financing Limit. Applicants state that interest rates, fees, and expenses will be comparable to those obtainable by similar entities issuing comparable securities containing the same or similar terms and maturities.

Applicants further propose that investments may be made from Allegheny to AE Supply, Exempt Subsidiaries or to Intermediate Companies directly or indirectly. Investment by Allegheny or AE Supply into the Exempt Subsidiaries or Intermediate Companies may take the form of capital stock or shares, debt securities, trust certificates, capital contributions, open account advances and partnership interests or other equity or participation interests, bid bonds, or other credit support to secure obligations incurred by AE Supply and/or the Intermediate Companies in connection with the Exempt Subsidiaries.^[10]

Applicants also request authority to issue guaranties and enter into support agreements (“Guaranties”) to and for the benefit of Exempt Subsidiaries and Intermediate Subsidiaries through the Authorization Period up to the Aggregate Financing Limit. Applicants state that the Guaranties will be used to support the commercial paper program and to support counterparty agreements and other trading contracts. Guaranties will be issued without recourse to any of the Allegheny system operating companies.^[11]

III. Proposed Intrasystem Service Transactions

Applicants state that the Exempt Subsidiaries and Intermediate Companies will not have their own paid employees. Consequently, Applicants request authority for AESC to provide services to those companies under proposed service agreements (“Service Agreements”) to be entered into between each of those companies and AESC. The Service Agreements will take effect upon Commission approval and will be similar in all material respects to those service agreements that AESC has executed. AESC will render services to Exempt Subsidiaries and Intermediate Companies in accordance with rules 90 and 91 under the Act.

IV. Proposed Transfer of Generating Assets

On January 8, 2001, Allegheny acquired a five percent interest, totaling approximately 83 megawatts, in the Conemaugh Generating Station (“Conemaugh”), a coal-fired generating station located near Johnstown, Pennsylvania,^[12] from The Potomac Electric Power Company for a purchase price of approximately $78 million. In order to centralize its generating assets, Allegheny now proposes to transfer the Conemaugh generating assets to AE Supply for net book value of approximately $80 million, including capitalized transaction costs. In exchange for Allegheny's interest in Conemaugh, AE Supply will issue to Allegheny an interest-baring unsecured promissory note for the purchase price.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  DTE is engaged in many activities and projects, including fuel procurement, rail car maintenance and repair, electricity generation (by exempt wholesale generators), landfill gas projects, real estate, and power marketing. DTE's utility activities are described below.

2.  By order dated September 13, 2000, the Commission authorized DTE to acquire all of the issued and outstanding voting securities of International Transmission Company (“ITC”). See DTE Energy Co., HCAR No. 27229. Applicants state that, in January of 2001, Detroit Edison transferred its transmission assets to ITC in exchange for stock, and that ITC assumed responsibility for Detroit Edison's transmission business.

3.  MCN is engaged in many nonutility activities, including gas marketing, asphalt manufacturing and distribution and methanol production.

4.  By order dated November 1, 2000 (HCAR No. 27263) NiSource became a registered holding company following its acquisition of Columbia Energy Group (“Columbia”), which is also a registered holding company.

5.  Bay State is a holding company for Northern Utilities, Inc. Bay State is currently claiming an exemption as a holding company under section 3(a)(2) of the Act and under rule 2 of the Act.

6.  AE Supply is a public utility company within the meaning of section 2(a)(3) of the Act, but is not a utility for purposes of state regulation.

7.  AE Supply may use a portion of the proceeds as capital contributions to to-be-formed Intermediate Companies and Exempt Subsidiaries to the extent permissible under the Act and rules.

8.  Applicants state that any debt issued by Allegheny under the authority requested in this Application will be unsecured.

9.  Applicants state that there will be no recourse to Allegheny with respect to these debt securities.

10.  Applicants state that the source of funds for direct or indirect contributions by Allegheny to AE Supply may include dividends received from operating companies that are derived from proceeds of sales of energy to customers and other available cash resources. Loans by Allegheny to AE Supply or by Applicants to Exempt Subsidiaries and Intermediate Subsidiaries will have interest rates and maturities that are designed to provide a return equal to the Applicant's respective effective cost of capital.

11.  Guaranties may take the form of Applicants agreeing to guarantee, undertake reimbursement obligations, assume liabilities or assume other obligations with respect to, or to act as surety on, bonds, letters of credit, evidences of indebtedness, equity commitments, performance, and other obligations undertaken by AE Supply, the Exempt Subsidiaries, and Intermediate Companies.

12.  Applicants state that the Federal Energy Regulatory Commission has certified Conemaugh as an EWG under section 32 of the Act.