00-18655. In the Matter of United Illuminating Company (Millstone Nuclear Power Station, Unit 3); Order Approving Application Regarding Restructuring of United Illuminating Company

I

United Illuminating Company (UI) holds 3.6850-percent ownership interest in Millstone Nuclear Power Station, Unit 3 (Millstone). Thirteen other investor-owned and municipal entities unaffiliated with UI are co-owners of Millstone, Unit 3.

In connection with its ownership interest, UI is a co-holder of Facility Operating License No. NPF-49 issued by the U.S. Nuclear Regulatory Commission (NRC) pursuant to 10 CFR Part 50 on January 31, 1986, for Millstone, Unit 3. Under this license, Northeast Nuclear Energy Company, an affiliate of Northeast Utilities, has the exclusive authority to operate Millstone, Unit 3. Millstone is located in New London County, Connecticut.

II

Pursuant to 10 CFR 50.80, UI filed an application dated February 17, 2000, which was supplemented by letters dated March 1, April 24, April 28, and May 10, 2000 (collectively herein referred to as the application). In the application, UI informed the Commission that it was in the process of implementing a corporate restructuring under which UIL Holdings Corporation (Holdings) would become the parent corporation to, and sole owner of, UI. In addition, unregulated subsidiaries of UI would become direct or indirect subsidiaries of Holdings. UI would continue to hold its respective ownership percentage of and possession only license for Millstone, Unit 3. UI would remain an “electric utility” as defined in 10 CFR 50.2, engaged in the generation, transmission, and distribution of electric energy for wholesale and retail sale. No physical changes to the facility or operational changes are being proposed in the application, and none of the other co-owners of Millstone, Unit 3, are involved in the proposed restructuring of UI. UI requested the Commission's approval of the indirect transfer of the license as held by UI to Holdings, to the extent effected by the proposed corporate restructuring, pursuant to 10 CFR 50.80. Notice of this request for approval was published in the Federal Register on May 8, 2000 (65 FR 26641). No hearing requests were received.

Under 10 CFR 50.80, no license shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission gives its consent in writing. Upon review of the information submitted in the application, and other information before the Commission, the NRC staff has determined that the proposed corporate restructuring will not affect the qualifications of UI as a holder of the license, and that the indirect transfer of the license, to the extent effected by the restructuring, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission, subject to the conditions set forth herein. These findings are supported by a Safety Evaluation dated July 18, 2000.

III

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954 (the Act), as amended, 42 USC 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, it is hereby ordered that the application regarding the proposed corporate restructuring of UI and the indirect transfer of the license held by UI is approved, subject to the following conditions:

(1) UI shall provide the Director of the Office of Nuclear Reactor Regulation a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from UI to its proposed parent or to any other affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding ten percent (10%) of UI's consolidated net utility plant, as recorded on UI's books of account, and (2) should the corporate restructuring of UI not be completed by June 30, 2001, this Order shall become null and void, provided, however, on application and for good cause shown, such date may be extended.

This Order is effective upon issuance.

For further details with respect to this action, see the initial application dated February 17, 2000, and supplements thereto dated March 1, April 24, April 28, and May 10, 2000, and the Safety Evaluation dated July 18, 2000, which are available for public inspection at the Commission's Public Document Room, the Gelman Building, 2120 L Street, NW., Washington, DC and accessible electronically through the ADAMS Public Electronic Reading Room link at the NRC Web site (http://www.NRC.gov).

For the Nuclear Regulatory Commission.

Dated at Rockville, Maryland, this 18th day of July, 2000.

Samuel J. Collins,

Director, Office of Nuclear Reactor Regulation.