EXHIBIT 19

                                STATE OF NEW YORK
                            PUBLIC SERVICE COMMISSION

                                              As a session of the Public Service
                                                  Commission held in the City of
                                                    Albany on September 16, 1998


COMMISSIONERS  PRESENT:

Maureen O. Helmer, Chairman
John B. Daly
Thomas J. Dunleavy
James D. Bennett

CASE 94-E-0098 -  Proceeding on Motion of the Commission as to the Rates,
                  Charges, Rules and Regulations of Niagara Mohawk Power
                  Corporation for Electric Service

CASE 94-E-0099 -  Proceeding on Motion of the Commission as to the Rates,
                  Charges, Rules and Regulations of Niagara Mohawk Power
                  Corporation for Electric Street Lighting Service


                       ORDER CONCERNING COMPLIANCE FILING
                            REGARDING HOLDING COMPANY

                    (Issued and Effective September 30, 1998)

BY THE COMMISSION:

                                   BACKGROUND
                                   ----------

          By letter dated July 22, 1998, Niagara Mohawk Power Corporation
(Niagara Mohawk or the Company) notified the Commission of its intention to
form a holding company called Niagara Mohawk Holdings, Inc. (Holdings).
The company believes that its filing is in compliance with Opinion No. 98-8
(Case 94-E-0098, Opinion and Order Adopting Terms of Settlement Agreement
Subject to Modifications and Conditions, Opinion No. 98-8 (issued March 20,
1998) and the PowerChoice Settlement Agreement (Agreement), conditionally
approved therein, which provides it the option to form a holding company within
one year of the Commission approval of the Agreement.  Niagara Mohawk requests
that, if we determine additional review is required, we treat the filing as a
petition and approve it on an emergency basis under the State Administrative
Procedure Act (SAPA).

          Niagara Mohawk is currently a regulated holding company where the
regulated utility is the parent with unregulated and regulated subsidiaries.
The PowerChoice Agreement, Section 9.1, allows Niagara Mohawk to continue this
basic structure or, at its option, to form an unregulated holding company
parent (Holdings) with regulated and unregulated subsidiaries.  The unregulated
subsidiaries would include Plum Street Enterprises, Inc. (Plum Street
Enterprises' primary operating subsidiary is Plum Street Energy Marketing, Inc.
Plum Street Energy Marketing, Inc. is being renamed Niagara Mohawk Energy
Marketing, Inc., effective September 1, 1998.), Niagara Mohawk's energy services
company (ESCO).  In Opinion No. 98-8 (Opinion No. 98-8 at 10), we recognized
that the PowerChoice Agreement "allows the company to operate as a holding
Company " and approved Section 9.1 without modification.  In addition, Section
9.2 of the PowerChoice Agreement provided for rules governing affiliate
transactions and Section 9.3 provided standards of competitive conduct.

          Niagara Mohawk has chosen the holding company corporate structure
option.  Holdings will file for an exemption from the registration requirements
of the Public Utility Holding Company Act of 1935, under Section 3(a)(1), due to
its "predominantly intrastate" operations.

          The holding company will be formed through a share exchange.  In its
Compliance Filing (Appendix A, p. 63) pursuant to Opinion No. 98-8, the company
explains the share exchange as follows:

(1)  each share of Niagara Mohawk Common Stock outstanding immediately prior to
     the effective time of the share exchange will be exchanged for one new
     share of Holdings common stock;

(2)  Holdings will become the owner of all outstanding Niagara Mohawk Common
     Stock; and

(3)  the shares of Holdings common stock held by Niagara Mohawk immediately
     prior to the share exchange will be canceled.

          As a result, upon completion of the share exchange, Holdings will
become a holding company, Niagara Mohawk will become a subsidiary of Holdings,
and all of Holdings common stock outstanding immediately after the share
exchange will be owned by the former holders of Niagara Mohawk Common Stock
immediately prior to the share exchange.  Following the share exchange, certain
of Niagara Mohawk's existing non-utility subsidiaries will be transferred to
Holdings and become subsidiaries of Holdings.

          The PowerChoice Agreement, subject to limited exceptions, prohibits
Niagara Mohawk, Holdings or any of its subsidiaries from owning generation
within New York State.  This aspect of the corporate structure protects against
the exercise of vertical market power.  Otherwise, there are no restrictions on
the activities that Holdings may pursue.  However, as explained in the filing
(Appendix A, p. 60):

          Holdings will continue to seek to invest in the current lines of
          business and, through its subsidiaries, will engage in energy
          marketing and other energy-related activities.  Although Holdings
          has not identified other specific business opportunities, it believes
          that such activities would likely include areas with which Niagara
          Mohawk is already familiar, such as information systems,
          environmental services, engineering services, financial services,
          meter reading, and billing and collection services.

          The filing further recognizes that Holdings must comply with the
PowerChoice Agreement (Appendix A, pp. 75-77), including restrictions on
dividend payments from the regulated utility to Holdings, restrictions on cross
default provisions (no loans, guarantees or pledges for the benefit of Holdings
and other Holdings subsidiaries), restrictions on affiliate transactions, and
restrictions on Board and managerial interlocks between Niagara Mohawk and
Holdings and other Holdings subsidiaries.

     Parties' Comments
     -----------------

          Niagara Mohawk sent copies of the holding company filing to all the
parties on the case service list.  By comments dated August 18, 1998, Multiple
Intervenors (MI) argues that Niagara Mohawk's holding company filing remains
subject to approval under Section 70 of the Public Service Law (PSL) and that it
does not meet any of the conditions necessary to be approved on an emergency
basis under SAPA.  It requests that the Commission issue an order establishing a
schedule for comments on the filing.  MI notes that other New York utility
restructuring agreements more explicitly provided for Section 70 approval and
included discussion of the plan for exchange of shares.  Furthermore, MI is
concerned that the holding company filing (Appendix A, pp. 64-65), allows for
the transfer of assets to the holding company or any of its subsidiaries at not
"less than fair consideration" whereas the PowerChoice Agreement, Section 9.2.2,
explicitly indicates that "transfers of non-generation assets (or rights to use
such assets) from RegCo to an affiliate will be priced at the higher of book
value or fair market value."  (MI comments, p. 3).

          In a reply letter dated August 27, 1998, Niagara Mohawk reiterates its
justification for treating the filing as compliance as opposed to an
unabbreviated Section 70 petition.  In addition, Niagara Mohawk explains that MI
took the asset transfer language out of context, noting that the filing
(Appendix A, p. 76) summarizes all of the provisions of the PowerChoice
Agreement regarding affiliate transactions, "including the requirements in
Section 9.2.2 regarding valuation transfers of non-generation assets (or rights
to use such assets) from RegCo to an affiliate."  Niagara Mohawk believes it
adequately incorporated the PowerChoice Agreement provisions in its holding
company filing.

<PAGE>

                                   DISCUSSION
                                   ----------

          The PowerChoice Agreement (Opinion No. 98-8 at 10) allows the company
to operate as a holding company and we approved the corporate structure sections
of the Agreement without modification.  Niagara Mohawk's proposed holding
company is consistent with the structure contemplated in the PowerChoice
Agreement.  Thus, no additional approval process is required.  The holding
company structure provides Niagara Mohawk additional flexibility to deal with
the increasingly competitive market.  This flexibility will allow the holding
company to access financial markets more quickly and pursue investment
opportunities without the advance approval under PSL Section 69 and Section 107.
At the same time, the PowerChoice Agreement places restrictions on Niagara
Mohawk and Holdings to insulate the regulated operations from unregulated
operations and protect ratepayers.

          MI is correct to note that the transfer of assets between Niagara
Mohawk and Holdings, or its affiliates, should occur at the higher of book value
or fair market value.  Niagara Mohawk's response to MI indicates the company's
intent to apply the provisions of the PowerChoice Agreement in forming the
holding company.  Where there may be discrepancies between Niagara Mohawk's
filing and the PowerChoice Agreement, as noted by MI, the PowerChoice Agreement
shall govern.

<PAGE>

                                   CONCLUSION
                                   ----------

          Niagara Mohawk's filing is in compliance with the PowerChoice
Agreement and Opinion No. 98-8 and, therefore, is approved.  If there are minor
discrepancies between the filing and the PowerChoice Agreement, the Agreement
governs.  As we have determined that this is a compliance filing, Niagara
Mohawk's alternative request for approval under Section 70 of the PSL and an
accompanying request for emergency action under SAPA is unnecessary.

The Commission orders:
-----------------------

          1.     Niagara Mohawk Power Corporation's filing concerning the
formation of a holding company is approved as provided  herein.

          2.     These proceedings are continued.

                              By the Commission,




          (SIGNED)                    By:  /s/John C. Crary
                                           _____________________________
                                           John C. Crary
                                           Secretary