00-17825. Filings Under the Public Utility Holding Company Act of 1935, As Amended (“Act”)

July 7, 2000.

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 August 1, 2000, 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 August 1, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Northeast Utilities, et al. (70-8875)

Northeast Utilities (“NU”), a registered public utility holding company, located at 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, and its wholly-owned utility subsidiary companies, Western Massachusetts Electric Company, located at the same address, Holyoke Water Power Company, located at Canal Street, Holyoke, Massachusetts 01040, Public Service Company of New Hampshire and North Atlantic Energy Corporation, located at 1000 Elm Street, Manchester, New Hampshire 03015, and NU's nonutility subsidiaries, NU Enterprises, Inc., Northeast Generation Service Company, Northeast Generation Company, Select Energy, Inc., Mode 1 Communications, Inc., The Rocky River Realty Company (Ricky River), The Quinnehtuk Company (Quinnehtuk), and Northeast Nuclear Energy Company (NNEC), located at 107 Selden Street, Berlin, Connecticut 06037, HEC Inc. (HEC), located at 24 Prime Parkway, Natick, Massachusetts 01760 (the “Current Money Pool Participants”), Yankee Energy System, Inc. (“YES”), a wholly owned exempt subsidiary holding company of NU by order under section 3(a)(1) of the Act, HCAR No. 26737 (January 31, 2000), a wholly owned gas utility subsidiary of YES, Yankee Gas Services Company (“Yankee Gas”), and YES' wholly owned nonutility subsidiaries, Yankee Energy Financial Services Company, NorConn Properties, Inc., Yankee Energy Services Company and R. M. Services, Inc. (“Yankee Subsidiaries”), located at 599 Research Parkway, Meriden, Connecticut 06450, have filed a post-effective amendment under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rules 43(a) and 45 under the Act.

By order dated November 20, 1996 (HCAR No. 26612)(“November Order”), and supplemented February 11, 1997 (HCAR No. 26665), March 25, 1997 (HCAR No. 26692), May 29, 1997 (HCAR No. 26721), January 16, 1998 (HCAR No. 26816), May 13, 1999 (HCAR No. 7022) and November 17, 1999 (HCAR No. 27103), the Current Money Pool Participants were authorized to engage in various financing and related transactions through December 31, 2000 (“Authorization Period”). The November Order also authorized, among other things, the Current Money Pool Participants to continue to engage in a NU system money pool arrangement (“Money Pool”) through the Authorization Period.

Applicants now request the following:

1. Authorization for YES and Yankee Subsidiaries to participate in the Money Pool

2. Authorization for YES and Yankee Gas to incur short-term debt through the authorization period, subject to the limits and on the terms as described in the declaration.

3. Elimination of any maximum limit on borrowings by nonutility subsidiaries from the Money Pool.

4. Clarification of the inclusion of NNEC, Quinnehtuk, Rocky River and HEC as participants in the Money Pool

Entergy Corporation, et al. 70-9123

Entergy Corporation (“Entergy”), a registered holding company, 639 Loyola Avenue, New Orleans, Louisiana 70113, and its wholly owned nonutility subsidiary companies, Entergy Enterprises, Inc., Entergy Power, Inc., Entergy Global Power Operations Corporation, Entergy Power Operations U.S., Inc., Entergy Power Marketing Corp., all located at Parkwood Two Building, 10055 Grogan's Mill Road. The Woodlands, Texas 77380, Entergy Nuclear, Inc., 1340 Echelon Parkway, Jackson, Mississippi 39213, and Entergy Operations Services, Inc., 110 James Parkway West, St. Rose Louisiana 70087 (collectively, “Applicants”) have filed a post-effective amendment under sections 6(a), 7, and 12(b) of the Act and rules 45 and 54 under the Act to their application-declaration that was previously authorized by Commission order dated June 22, 1999 (HCAR No. 27039) (“June 1999 Order”).

The June 1999 Order authorized, among other things, Entergy and its Nonutility Companies ^[1] to engage in a host of financing transactions including issuing guarantees or providing other forms of credit support or enhancements to, or for the benefit of the Nonutility Companies in an aggregate amount not to exceed $750 million through December 31, 2002. Guarantees may take the form of Entergy or a Nonutility Company agreeing to guarantee, undertake reimbursement obligations, assume liabilities or other obligations in respect of or act as surety on bonds, letters of credit, evidences of indebtedness, equity commitments, power purchase agreements, leases, liquidated damages provisions, and other obligations undertaken by Entergy's Nonutility Companies (“Guarantees”). Under the June 1999 Order, Entergy currently has the capacity to issue Guarantees to or for the benefit of the Nonutility Companies in an aggregate principal amount of approximately $360 million.

The Applicants now propose to issue Guarantees to or for the benefit of Nonutility Companies from time to time through December 31, 2005, in an aggregate principal amount not to exceed $2 billion at any one time outstanding. The terms and conditions of Guarantees would continue to be established at arm's length, based upon market conditions. Any Guarantees provided by Entergy to Exempt Projects (defined as EWGs and FUCOs) would be subject to the limitation on aggregate investment in EWGs and FUCOs set forth in rule 53(a), as modified by order of the Commission dated June 13, 2000 (HCAR No. 27184). Specifically, Entergy would only issue Guarantees to Exempt Projects to the extent that the amount of any such Guarantee, when added to Entergy's aggregate investment in Exempt Projects, would not exceed 100% of Entergy's consolidated retained earnings. Any Guarantees provided to energy-related companies would be subject to the limitations on “aggregate investment” in energy-related companies set forth in rule 58.

Entergy Corp. (70-9189)

Entergy Corporation (“Entergy”), 639 Loyola Avenue, New Orleans, Louisiana 70113, a registered holding company, has filed a declaration under sections 6(a) and 7 of the Act and rule 54 under the Act.

By order dated July 10, 1998 (HCAR No. 26895), Entergy was authorized through December 31, 2008 to issue up to 12 million shares of its common stock (“Common Stock”) in connection with awards of Common Stock, options on the Common Stock (“Options”), and other equity awards granted under the 1998 Equity Ownership Plan of Entergy Corporation and Subsidiaries (“1998 Equity Plan”). Eligible key employees of Entergy and its subsidiaries and members of the board of directors of Entergy (“Board”) who are not otherwise employed by Entergy or its subsidiaries are eligible to participate in the 1998 Equity Plan.

More recently, the Board adopted the Equity Awards Plan (“2000 Awards Plan”) as an amendment to the 1998 Equity Plan.^[2] In connection with the intended grant of awards under this plan, Entergy requests authority to issue, through December 31, 2010, up to 30 million shares of Common Stock, Options, and equity awards in the form of phantom stock units (collectively, “Awards”).

A committee of the Board (“Committee”) will administer the 2000 Awards Plan. Officers and other personnel of Entergy and its subsidiaries who are not subject to Section 16(b) of the Securities Exchange Act of 1934 (“Exchange Act”) ^[3] and whom the Committee identifies as having significant responsibility for the continued growth, development and financial success of Entergy and its subsidiaries (“Key Employees”) are eligible to participate in the 2000 Awards Plan.

Entergy states that the 2000 Awards Plan was adopted to promote effective leadership of Entergy and its subsidiaries and to closely tie the interests of Key Employees with Entergy's stockholders.

Shares of Common Stock awarded under the 2000 Awards Plan may be either authorized but unissued shares or shares acquired in the open market. Shares of Common Stock covered by awards which are not earned, or which are forfeited and Options which expire unexercised, will again be available for subsequent awards under the 2000 Awards Plan.

Northeast Utilities, et al. (70-9657)

Northeast Utilities (“NU”) a registered holding company, 174 Brush Hill Avenue, West Springfield, Massachusetts 01090, Yankee Energy System, Inc. (“YES”), 599 Research Parkway, Meriden, Connecticut 06450, a wholly owned exempt subsidiary holding company of NU by order under section 3(a)(1)( of the Act, HCAR No. 26737 (January 31, 2000) (“January 2000 Order”), Yankee Gas Services Company, 599 Research Parkway, Meriden, Connecticut 06450, a wholly owned gas utility subsidiary of YES, YES' wholly owned nonutility subsidiaries, Yankee Financial Services Company, NorConn Properties, Inc., and Yankee Energy Services Company, all located at 599 Research Parkway, Meriden, Connecticut 06450, and R.M. Services, Inc., 639 Research Parkway, Meriden, Connecticut 06450, a wholly owned nonutility subsidiary of YES (collectively, “Applicants”) have filed a declaration under section 12(c) of the Act and rules 46 and 54 under the Act.

In summary, Applicants request authority through June 30, 2000, (“Authorization Period”) for each of YES and its subsidiaries to repurchase stock from its parent and pay dividends out of capital and unearned surplus.

The January 2000 Order, authorized NU to acquire all of YES' outstanding voting securities (“Merger”), which was accounted for using the “purchase” method of accounting. In accordance with the Commission's Staff Accounting Bulletin No. 54, Topic 5J, this method of accounting provides for the “push down” of the goodwill generated by the Merger (“Merger Goodwill”) from the holding company to subsidiaries and categorizes the amount pushed down in the subsidiaries' financial statements as additional paid-in-capital.

Applicants estimate that Merger Goodwill will approximate $310 million, resulting in an adverse impact on YES' annual income due to the required amortization of the Merger Goodwill. In addition, YES and its subsidiaries do not have recourse to retained earnings existing at the time of the Merger to pay out dividends, since the purchase accounting method requires that these retained earnings be recharacterized as additional paid-in-capital. Consequently, YES and its subsidiaries request authorization to pay dividends out of its additional paid-in-capital account up to the amount of its retained earnings just prior to the Merger and out of earnings before the amortization of the Merger Goodwill.

In addition, each of YES and its subsidiaries request authority through the Authorization Period to repurchase its stock from its parent out of capital or unearned surplus. Applicants state that, after the Merger, and giving effect to the push down of the Merger Goodwill and its periodic amortization, YES' consolidated common equity as a percentage of total capital will be 67%.

Alliant Energy Corporation, et al. (70-9695)

Alliant Energy Corporation (“Alliant”), a registered public utility holding company, and its wholly owned electric-utility subsidiary, Wisconsin Power & Light Company (“WPL” and, together with Alliant, “Applicants”), both located at 222 West Washington Avenue, Madison, Wisconsin 53703, have filed an application-declaration under sections 6(a), 7, 9(a), 10 and 12(b) of the Act and rules 456 and 54 under the Act.

Applicants request authority to: (1) Acquire a membership interest in American Transmission Company, LLC, a limited liability company to be organized under Wisconsin law (“Transco”); and (2) acquire a percentage of the capital stock of ATC Management Co. (“Manager”), a corporation to be formed under Wisconsin law. Alliant also requests authority, through September 30, 2001, to guarantee Transco's payment obligations under a credit agreement and to enter into a reimbursement agreement with Transco.

In 1999, the state of Wisconsin enacted legislation that facilitates the formation of Transco as a single-purpose, for-profit transmission company (the “Transco Legislation”).^[4] The Transco Legislation is intended to encourage public utility affiliates of Wisconsin holding companies, including WPL, to transfer ownership of their transmission assets to Transco.

Manager will manage Transco's assets and will also hold a portion of Transco's membership interests. All Transco participants will ultimately own direct or indirect interests in Transco and manager in proportion to the value of the transmission assets each participant contributes to Transco.

In addition to Applicants, several other Wisconsin public utilities or public utility holding companies are expected to participate in Transco, including: South Beloit Water, Gas and Electric Company (“South Beloit”), a wholly owned subsidiary of WPL with transmission assets in Illinois; Wisconsin Energy Corporation (“WEC”), an exempt holding company which owns Wisconsin Electric Power Company; Wisconsin Public Power, Inc. (“WPPI”); WPS Resources Corporation (“WPS”), an exempt holding company which owns Wisconsin Public Service Corporation; and Madison Gas & Electric Company.^[5] Other transmission-owning utilities may, in the future, decide to become members of Transco.

WPL and the other participating Wisconsin utilities intend to contribute their transmission assets to Transco on or about January 1, 2001 (the “Operations Date”).^[6] In this Application the Applicants only seek authority to make initial contributions before the Operations Date to enable Transco and Manager to conduct start-up and other interim operations, including the leasing of office space and the negotiation of financing arrangements.

Therefore, in this Application Applicants propose: (1) To acquire, for a consideration not to exceed $125,000, a membership interest in Transco; and (2) to acquire, for a consideration not to exceed $125,000, 100 shares of the capital stock to be issued by Manager, each of which will have a par value of $1.00. Depending on the number of initial members of Transco, it is expected that Applicants' interest in Transco and Manager will be between 35% and 40% of each entity. Transco's other participants will make similar initial contributions.

Transco intends to enter into a credit agreement with Bank One, NA (the “Credit Agreement”).^[7] The Credit Agreement will permit borrowings by Transco in an aggregate amount not to exceed $30 million, which Transco will use to fund its activities during its developmental stages. Notes issued under the Credit Agreement will bear interest at: (1) A rate equal to the sum of (a) the quotient of (i) the London Interbank Offered Rate in effect at the time, divided by (ii) one minus the reserve requirement imposed under Regulation D of the Board of Governors of the Federal Reserve System on Eurocurrency Liabilities, plus (b) 0.30% per annum; (2) the “Alternate Base Rate” (as defined below); or (3) a higher rate after default under the terms of the Credit Agreement. The “Alternate Base Rate” is defined as a rate of interest per annum equal to the higher of: (1) The Bank One, NA corporate base rate; or (2) the sum of the Federal Funds effective rate plus 0.5% per annum. Transco may also issue letters of credit (“L/Cs”) under the Credit Agreement in a maximum aggregate face amount for all L/Cs outstanding of $12.5 million. The aggregate amount that Transco may borrow under the Credit Agreement will be reduced by the face amount of all outstanding L/Cs.

Alliant propose to guarantee to the lenders the payment of all principal, interest and other fees incurred under the Credit Agreement (“the Guaranty agreement). The Guaranty Agreement is intended to operate only until Transco is able to establish its credit standing as an independent entity and will terminate when Transco receives an “A-” or higher credit rating from Moody's Investors Services, Inc. Alliant states that the Guaranty Agreement will be non-recourse to Alliant's affiliates, and that the Guaranty Agreement will not, in any event, extend beyond September 30, 2001.

Alliant also proposes to enter into a reimbursement agreement with Transco (the “Reimbursement Agreement”), under which Transco will reimburse Alliant for all amounts it pays in respect of the Guaranty Agreement.^[8] It is expected that all other participants in Transco, except WPPI, will ultimately enter into one or more indemnification and reimbursement agreements with Alliant under which each participant will agree to reimburse Alliant for its payments under the Guaranty Agreement in proportion to each participant's ownership interest in Transco.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  For the purposes of the filing, exempt wholesale generators, as defined in section 32 of the Act, (“EWGs”), foreign utility companies, as defined in section 33 of the Act, (“FUCOs”), exempt telecommunications companies, energy-related companies as defined under rule 58 under the Act, operations and maintenance services subsidiaries, New Subsidiaries as defined in the June 1999 Order, and the Applicants other than Entergy, are referred to collectively as “Nonutility Companies.”

2.  Entergy states that the 2000 Award Plan does not require shareholder approval.

3.  Section 16(b) of the Exchange Act imposes restrictions on certain officers of corporations issuing stock. In general, under the statute, profits realized by the purchase and subsequent sale or sale and subsequent purchase of stock within six months, by an officer of the corporation issuing the stock is recoverable by the corporation. Under the 1998 Equity Plan, employees of Entergy or its subsidiaries were eligible for equity compensation even if they were subject to section 16(b) of the Exchange Act. Applicant states that stock options awarded under the 1998 Equity Plan to individuals who are not subject to section 16(b) of the Exchange Act will be rescinded and replaced with awards to be granted under the 2000 Awards Plan. Entergy further states that shares of Common Stock underlying the rescinded options will become available for grant under the 1998 Equity Plan.

4.  1999 Wisconsin Act 9, sections 2335tr to 2335uh (Assembly Amendment to Assembly Subcommittee Amendment 1 to 1999 Assembly Bill 133).

5.  As exempt public utility holding companies, WEC and WPS are required to file separate applications to request authority to participate in Transco under section 9(a)(2) of the Act.

6.  WPL and South Beloit will file a separate application seeking Commission authority to transfer their transmission assets to Transco, to engage in certain affiliated transactions, and to carry out other related activities.

7.  Additional lenders may participate in the Credit Agreement in the future through Bank One, NA's syndication.

8.  In the Reimbursement Agreement, Transco also agrees to obtain the release of Alliant from its obligations under the Guaranty agreement 60 days after transmission assets are transferred to Transco.