02-9629. Filings Under the Public Utility Holding Company Act of 1935, as amended (“Act”)

April 15, 2002.

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 May 6, 2002, 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 May 6, 2002, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Xcel Energy, Inc., et al. (70-10059)

Xcel Energy, Inc., (“Xcel”), a registered holding company, and its wholly owned subsidiary, NRG Acquisition Company, LLC (“Acquisition Company,” and together with Xcel, “Applicants”), both located at 800 Nicollet Mall, Minneapolis, Minnesota 55402, have filed an application-declaration under sections 6(a), 7, 9(a), 10, 11, 12(b), 32 and 33 of the Act and rules 51, 53, 54 and 58 under the Act. The Commission initially issued a notice of the filing of the application-declaration on March 15, 2002 (HCAR No. 27498) (“Initial Notice”). This supplemental notice supersedes the Initial Notice.^[1]

Applicants propose to commence a tender or exchange offer (“Exchange Offer”) for Xcel to acquire the outstanding common stock of NRG Energy, Inc. (“NRG”),^[2] a Delaware corporation and a majority owned indirect subsidiary of Xcel,^[3] under the terms of a plan approved by Xcel's board of directors on April 4, 2002. In the Exchange Offer, Xcel proposes to acquire the outstanding publicly held shares of NRG, representing approximately a 26 percent minority interest, by exchanging NRG common stock for 0.50 shares of Xcel common stock in the Exchange Offer in a tax-free exchange.^[4] Applicants also propose to acquire the balance of the shares of NRG's common stock not tendered in the Exchange Offer by means of a short-form merger permitted under Delaware law (“Short-Form Merger”). Xcel proposes to issue up to 33,394,564 shares of its common stock in exchange for NRG's common stock obtained in the Exchange Offer and Short-Form Merger.^[5]

Under the terms of the Exchange Offer, in order to be successful, enough shares of NRG common stock will need to be tendered so that Xcel's ownership level of NRG reaches 90 percent. If the Exchange Offer results in 90 percent ownership, Wholesale will contribute enough shares of NRG common stock to Acquisition Company to permit Xcel to own at least 90 percent of NRG. Subsequently, Acquisition Company will merge through the Short-Form Merger with and into NRG. Each outstanding share of NRG common stock not acquired in the Exchange Offer will be converted in the Short-Form Merger into the right to receive 0.50 shares of Xcel in the Exchange Offer. After completion of the Exchange Offer and the Short-Form Merger, Xcel will own NRG as an indirect, wholly owned subsidiary. Xcel states that its investment in NRG will be included as part of Xcel's investment in exempt wholesale generators and foreign utility companies for purposes of sections 32 and 33 of the Act.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  A request for a hearing was filed by an intervenor (“Intervenor”) with the Commission on April 5, 2002, responding to the Initial Notice. On April 10, 2002, Applicants filed a response to the request for a hearing. On April 12, 2002, the Intervenor filed an additional request for a hearing raising an additional question.

2.  NRG is an independent power producer and a leading global energy company, primarily engaged in the acquisition, development, ownership and operation of power generation facilities and the sale of energy, capacity and related products. NRG's common stock is publicly traded and listed on the New York Stock Exchange under the symbol “NRG.”

3.  Xcel indirectly owns shares of NRG's common stock through its wholly owned subsidiary, Xcel Energy Wholesale Group, Inc. (“Wholesale”). Xcel owns 147,604,500 shares of NRG's Class A Common Stock, each of which is convertible at any time into one share of NRG's Common Stock. The Class A Common Stock represents 74.3% of all of the outstanding shares of both classes of NRG's common shares combined. Because each share of Class A Common Stock entitles Xcel to ten votes, Xcel currently holds 96.7% of the combined voting power of all of NRG's outstanding common shares.

4.  Under the terms of the Exchange Offer, on February 14, 2002, the Xcel board of directors originally approved an exchange rate of 0.4846 shares, as noticed in the Initial Notice. Subsequently, on April 4, 2002, the Xcel board of directors announced an increase in the exchange ratio to 0.50 shares of Xcel common stock for each outstanding share of NRG common stock. This represents an increase of approximately 3.2%.

5.  The shares of Xcel's common stock to be issued in the Exchange Offer and the Short-Form Merger will come from Xcel's authorized but unissued shares.