01-24181. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

September 21, 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 October 16, 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 October 16, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Entergy Corp., et al. (70-9893)

Entergy Corporation (“Entergy”), a registered holding company, 639 Loyola Avenue, New Orleans, Louisiana 70113, and its public utility subsidiary companies, Entergy Arkansas, Inc. (“Arkansas”), 425 West Capitol Avenue, Little Rock, Arkansas 72201, Entergy Gulf States, Inc. (“Gulf States”), 350 Pine Street, Beaumont, Texas 77701, Entergy Louisiana, Inc (“Louisiana”), 4809 Jefferson Highway, New Orleans, Louisiana 70121, Entergy Mississippi Inc. (“Mississippi”), 308 East Pearl Street, Jackson, Mississippi 39201, and Entergy New Orleans, Inc. (“New Orleans”), 1600 Perdido Building, New Orleans, Louisiana 70112 (collectively, “Operating Companies”); System Energy Resources, Inc. (“System Energy”), a generating public utility subsidiary company of Entergy, Entergy Operations, Inc. (“EOI”), a nuclear management public utility subsidiary of Entergy, both located at 1340 Echelon Parkway, Jackson, Mississippi 39213; Entergy Services, Inc. (“ESI”), Entergy's service company subsidiary, 639 Loyola Avenue, New Orleans, Louisiana 70113; and Entergy's indirect subsidiary, System Fuels, Inc. (“SFI”), 350 Pine Street, Beaumont, Texas 77701 (collectively, “Applicants”), have filed an application-declaration under sections 6(a), 7, 9(a), 10, and 12(b) of the Act and rules 43, 45, and 54 under the Act.

By order dated November 27, 1996 (HCAR No. 26617) (“1996 Order”), the Commission authorized the Operating Companies and System Energy, through November 30, 2001, to issue short-term securities through the Entergy System Money Pool (“Money Pool”) and to issue and sell unsecured short-term notes and commercial paper to commercial banks and dealers in this paper. The Money Pool consists of available funds invested in by the participating Entergy system companies. Under the 1996 Order and the Commission's supplemental order dated March 30, 2001 (HCAR No. 27369) (“Supplemental Order”), the maximum amounts of the loans, notes and commercial paper that the following companies could issue were: Arkansas, $235 million; Gulf Stats, $340 million; Louisiana, $225 million; Mississippi, $160 million; New Orleans, $100 million; and System Energy, $140 million in order to meet their interim financing requirements.

The Commission in the 1996 Order also authorized Entergy, through November 30, 2001, to guarantee bank loans for EOI, ESI and SFI, up to the maximum amount each is authorized to borrow. According to the 1996 Order and the Supplemental Order, the aggregate principal amount of borrowings outstanding at any one time from the Money Pool, Entergy, and banks would be limited to: EOI, $20 million; ESI, $200 million; and SFI, $200 million.

Applicants now proposed to extend the time period for these authorizations through November 30, 2004 (“Authorization Period”). Applicants represent that the terms of the Money Pool borrowings, bank borrowings, and commercial paper borrowings will remain unchanged from the 1996 Order and Supplemental Order, except that, in the case of bank borrowings, each borrower may agree to pay each bank a one time closing fee, consisting of up front fees, arrangement fees, administrative agency fees or similar closing fees.

The Operating Companies and System Energy propose to use the proceeds from borrowings from the Money Pool and through borrowings from banks and the issuance and sale of commercial paper to provide interim financing for construction expenditures, to meet long-term debt maturities and satisfy sinking fund requirements, as well as for the possible refunding, redemption, purchase or other acquisition of all or a portion of certain outstanding series of debt and preferred stock and for general corporate purposes. EOI proposes to use the proceeds to finance its interim capital needs. ESI proposes to use the proceeds for the repayment of other borrowings and to fund its service company activities. SFI proposes to use the proceeds to repay other borrowings and to finance its fuel supply activities, including acquiring, owning and financing nuclear materials, related services, and the acquisition and ownership of fuel oil inventory. None of the proceeds to be received from the Applicants will be used to invest directly or indirectly in an exempt wholesale generator or foreign utility company.

Wisconsin Power & Light Company (70-9927)

Wisconsin Power & Light Company (“WPL”), an electric utility company subsidiary of Alliant Energy Corporation, a registered holding company, both located at 222 West Washington Avenue, Madison, Wisconsin 53703, has filed an application under sections 9 and 10 of the Act. WPL seeks authorization to acquire 15,800 shares of common stock of Wisconsin River Power Company (“Wisconsin River”) that are currently owned by Wisconsin Public Service Corporation (“WPS”), a wholly owned subsidiary under section 3(a)(1) of the Act (“Acquisition”).^[1]

WPL is engaged principally in the generation, transmission, transportation, distribution, and sale of electric energy; the purchase, distribution, transportation, and sale of natural gas; and the provision of water service in selective markets. Wisconsin River owns and operate hydroelectric generation facilities at two dam sites on the Wisconsin River and engages in certain related activities. Wisconsin River also has a 13.71% interest in Wisconsin Valley Improvement Company, which operates a system of dams and water reservoirs on the Wisconsin River and tributary streams but does not generate electric energy.

Wisconsin River was incorporated under the laws of Wisconsin and is authorized to issue 95,000 shares of common stock having a par value of $100 per share. As of December 31, 2000, there were 93,600 shares of common stock issued and outstanding, of which WPL and WPS each owned 31,000 shares (33.12%), and Consolidated Water Power Company (“Consolidated”) owned 31,600 shares (33.76%). As a result of changes in its corporate strategies, Consolidated expressed a desire to sell and divest the stock it owned in Wisconsin River to reduce the scope of electric generating operations. In an agreement dated December 22, 2000 (“Purchase Agreement”), WPS agreed to purchase the shares of Wisconsin River owned by Consolidated. The transaction closed on January 1, 2001.

As a result of the Acquisition, WPL will purchase one-half of the shares in Wisconsin River that were recently acquired by WPS from Consolidated (“Option Stock”). WPL has the right to purchase the Option Stock from WPS at the same price per share as that paid by WPS to acquire the stock in Wisconsin River from Consolidated, subject to the same payment terms as those applicable to the purchase of the stock by WPS. Under the terms of the Purchase Agreement, WPS paid Consolidated $4,848,072 (i.e., $153.42 per share) in cash at closing for the stock in Wisconsin River. The Purchase Agreement provides that the price paid by WPS to Consolidated at the time of closing of its purchase of additional stock in Wisconsin River is to be adjusted to reflect changes in Wisconsin River pension assets and liabilities and retiree health assets and liabilities between August 31, 2000 and March 31, 2001. This true up is expected to be completed during the third quarter of 2001. Any adjustment will be reflected in the payments ultimately made by WPL to WPS in order to purchase the Option Stock.

The Purchase Agreement also provides for Wisconsin River to undertake commercially reasonable efforts to sell real estate that it owns in the area of its hydroelectric generating facilities as soon as practicable and to maximize its return from the sale of standing timber from all such real estate for a period of 12 years from the date of closing of the stock purchase. WPS is obligated to Consolidated quarterly an amount equal to 33.76% of the net proceeds realized by Wisconsin River with respect to such sales during this period, as determined in accordance with the Purchase Agreement.

American Electric Power Company, Inc., et al. (70-9937)

American Electric Power Company, Inc. (“AEP”), at registered holding company and its public utility subsidiary companies, Central Power and Light Company (“CP&L”), Southwestern Electric Power Company (“SWEPCO”), West Texas Utilities Company (“WTU”), Columbus Southern Power Company (“CSPC”) and Ohio Power Company (“OPC”), all located at 1 Riverside Plaza, Columbus, Ohio 43215 (collectively, “Applicants”), have filed an application-declaration under sections 6(a), 7, 9(a) and 10 of the Act and rules 43, 45, and 54 under the Act.

By order dated June 14, 2000 (HCAR No. 27186) (“Merger Order”), the Commission approved the merger of AEP and Central and South West Corporation (“CSW”), authorized AEP to continue CSW's system money pool (“Money Pool”), added AEP's public utility subsidiaries as Money Pool participants, and established borrowing limits for the Money Pool.^[2] Applicants propose to increase their respective borrowing limits through December 31, 2002 (“Authorization Period”) as follows: (1) AEP's external borrowing limit ^[3] would increase from $5 billion to $6.910 billion (“Aggregate Short-Term Debt Limit”); (2) CP&L's borrowing limit would increase from $600 million to $1.2 billion; (3) CSPC's borrowing limit would increase from $350 million to $800 million; (4) OPC's borrowing limit would increase from $450 million to $1 billion; (5) SWEPCO's borrowing limit would increase from $250 million to $350 million; and (6) WTU's borrowing limit would increase from $165 million to $375 million. The aggregate amount outstanding at any one time for all Applicants will not exceed the Aggregate Short-Term Debt Limit.

Applicants represent that the increase in AEP's borrowing authority would ensure that AEP has sufficient borrowing authority in order to loan funds through the Money Pool during the Authorization Period. CP&L, CSPC, OPC, SWEPC, and WTU will use the proceeds from the borrowings from the Money Pool to replace a portion of respective long-term securities with short-term debt as part of a restructuring of their debt portfolios (“Restructuring”). Applicants represent that the Restructuring is mandated by the states of Ohio and Texas which require the separate ownership of generating and other power supply assets from transmission and distribution assets no later than January 1, 2002.

AEP further represents that it will maintain common equity as a percentage of its consolidated capitalization (inclusive of short-term debt) at 30% or above during the Authorization Period, and will also maintain common equity as a percentage of capitalization of AEP's utility subsidiaries that are Applicants at 30% or above during the Authorization Period.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  WPS Resources Corp., Holding Co. Act Release No. 26101 (Aug. 10, 1994).

2.  The Merger Order permitted AEP to continue CSW's Money Pool program authorized by the Commission by order dated April 5, 1989 (HCAR No. 24855). The Commission by order dated March 28, 1997 (HCAR No. 26697) authorized the Money Pool to continue through March 31, 2002.

3.  AEP's external borrowing would be from commercial paper and bank loans.