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                    Document headings vary by document type but may contain                    the following:                  
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###### Securities and Exchange Commission

          - [Release No. 35-27288]

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 December 26, 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 December 26, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

## National Fuel Gas Company, et al.(70-9525)

National Fuel Gas Company (“NFG”), 10 Lafayette Square, Buffalo, New York 14203, a registered holding company under the Act, and its nonutility subsidiaries National Fuel Gas Supply Corporation (“Supply”), 10 Lafayette Square, Buffalo, New York 14203; National Fuel Resources, Inc. (“Resources”), 165 Lawrence Bell Drive, Suite 120, Williamsville, New York 14221; Seneca Resources Corporation (“Seneca”); and Upstate Energy, Inc. (“Upstate Energy,” and together with Supply, Resources and Seneca, the “Nonutility Subsidiaries”), both located at 1201 Louisiana Street, Suite 400, Houston, Texas 77002, have filed a post-effective amendment, under sections 9(a) and 10 of the Act and rule 54 under the Act, to a previously filed application.

By order dated December 16, 1999 (Holding Co. Act Release No. 27144) (“Prior Order”), the Commission authorized NFG through its Nonutility Subsidiaries, to acquire the equity and debt securities of one or more companies that are engaged in, or that are formed to engage in, certain categories of nonutility gas-related operations outside the United States (“Foreign Energy Affiliates”) through December 31, 2003 (“Authorization Period”). Specifically, the Commission authorized NFG and the Nonutility Subsidiaries to invest up to $300 million (“Investment Limitation”) during the Authorization Period in the securities of Foreign Energy Affiliates. NFG and the Nonutility Subsidiaries now request that the Investment Limitation be increased to $800 million.

                    In accordance with the Prior Order, Seneca formed National Fuel Exploration Corporation (“Exploration”), which is NFG's only                           ( print page 77049)                        Foreign Energy Affiliate to date. NFG has invested approximately $231.6 million in the activities of Exploration. NFG and the Nonutility Subsidiaries state that they intend to use the increased investment authority as needed to enable development of Exploration's assets, which include 1.8 million undeveloped acres in Alberta, Saskatchewan, and Manitoba, Canada.                

## Allegheny Energy, Inc., et al. (70-9627)

Allegheny Energy, Inc. (“Allegheny”), a public utility holding company registered under the Act, Allegheny Energy Service Corporation, a service subsidiary of Allegheny, and the Potomac Edison Company (“Potomac Edison”), a wholly owned public utility electric subsidiary of Allegheny, all located at 10435 Downsville Pike, Hagerstown, Maryland 21740, and Allegheny Energy Supply Company, LLC (“Genco”), a wholly owned nonutility subsidiary of Allegheny located at R.R. 12, P.O. Box 1000, Roseytown, Pennsylvania 15601 (collectively, “Applicants”), have filed a post-effective amendment to an application-declaration under sections 9(a), 10, and 12(d) and rule 54 of the Act.

By order dated July 31, 2000 (Holding Co. Act Release No. 27205) (“Prior Order”), Potomac Edison, was authorized, among other things, to transfer Genco its undivided ownership interests in certain jointly held and certain wholly owned generating facilities and related fixed assets (“Generating Assets”), consisting of: a 25% interest in the Fort Martin Power station located in Maidsville, West Virginia; a 33% interest in the Albright Power Station located in Albright, West Virginia; a 32.76% interest in the Harrison Power Station located in Shinnston, West Virginia; a 20% interest in the Hatfield's Ferry Power Station located in Masontown, Pennsylvania; a 30% interest in the Pleasants Power Station, located in Saint Mary's, West Virginia; a 100% interest in the R. Paul Smith Station and R. Paul Smith Ash Basin both located in Williamsport, Maryland; and a 100% interest in the Millville, Dam #4 and Dam #5 hydro stations located in West Virginia.

Applicants request authority for Potomac Edison to lease from Genco all or a portion of the ownership interests in the Generating Assets previously sold by Potomac Edison to Genco in accordance with the Prior Order. Applicants state that the lease agreement will enable Potomac Edison to minimize certain taxes imposed by the state of West Virginia in connection with the distribution of electricity by Potomac Edison in that state. The amounts payable to Potomac Edison under the lease agreement will be computed at cost.

## Madison Gas and Electric Company (70-9791)

Madison Gas and Electric Company (“MG&E”), a Wisconsin electric and gas utility company, currently not subject to the Act, 133 South Blair Street, P.O. Box 1231, Madison, Wisconsin 53701-1231, has filed an application (“Application”) under sections 9(a)(2) and 10 of the Act.

MG&E is requesting approval of a proposed transaction in which: (i) MG&E will transfer ownership and control over its transmission assets to American Transmission Company, LLC, (“Transco”), a Wisconsin limited liability company formed on June 12, 2000, that will be a single-purpose transmission company; (ii) MG&E will receive, in exchange, member units of Transco in proportion to the value of the transmission assets transferred; (iii) MG&E will purchase Class A shares of ATC Management, Inc., (“Corporate Manager”), a Wisconsin corporation formed on June 12, 2000, in proportion to the value of the transmission assets transferred; and (iv) MG&E will purchase one Class B share of the Corporate Manager.

MG&E is a Wisconsin corporation that generates, transmits and distributes electricity in Dane County, Wisconsin, in an area covering approximately 250 square miles. MG&E also purchases, transports and distributes natural gas throughout a 1,325 square mile area in Dane and six other Wisconsin counties. MG&E is a “public utility” under section 2(a)(5) of the Act and is both an “electric utility” and a “gas utility” under sections 2(a)(3) and (4) respectively.

In 1999, the state of Wisconsin enacted legislation that facilitates the formation of Transco, which will be a single-purpose transmission company. All Transco participants will ultimately own direct or indirect interests in the Transco and the Manager in proportion to the value of the transmission assets each participant contributes to the Transco.

For the purpose of establishing relative shares of member units that contributing utilities will receive, the transferred transmission assets will be valued at their “Contribution Value,” defined as original cost, less accumulated depreciation (as adjusted on a dollar-for-dollar basis for deferred taxes), excess deferred taxes and deferred investment tax credits. The resulting shares will then be adjusted based on various factors and the level of participation by transmission-dependent utilities which may acquire member units in Transco for cash based upon their 1999 Wisconsin load-ratio shares. It is expected that MGE's Contribution Value at December 31, 2000, exclusive of land rights, will be approximately $40.1 million, and its initial interest in the Transco will approximate 5.31%. These ownership percentages may fluctuate based on various factors, including the number of participants in the Transco. MG&E is currently not a holding company as defined in section 2(a)(7) of the Act, and as MG&E is not expected to own an interest of 10% or more in either the Transco or the Corporate Manager, it is not expected that MG&E will become a holding company as a result of the proposed transaction.

                    It is expected that the participants in Transco and the Corporate Manager (“Member Utilities”) will include, in addition to MG&E, (i) WPS Resources Corporation (“WPSC”), an exempt public utility holding company; (ii) Wisconsin Public Service Corporation, one of WPSC wholly-owned public utility subsidiaries; (iii) Wisconsin Power and Light Company (“WPL”), a public utility and an exempt public utility holding company; (iv) South Beloit Water, Gas and Electric Company (a wholly owned public utility subsidiary of WPL); (v) Wisconsin Energy Corporation (“WEC”), an exempt public utility holding company; (vi) Wisconsin Electric Power Company, a wholly owned subsidiary of WEC; (vii) Edison Sault Electric Company, a wholly owned utility subsidiary of WEC; and (viii) Wisconsin Public Power, Inc., a municipal electric utility company owned by thirty Wisconsin municipalities. All the Member Utilities will ultimately own a direct or indirect interest in Transco and Corporate Manager in proportion to the value of the transmission assets each transfers to Transco. Other transmission-owning utilities may, in the future, decide to become Member Utilities. The Application seeks approval of a transaction parallel to that described in applicants filed by Wisconsin Energy Corporation,                     *et al.*                     (SEC File No. 70-9741), and WPS Resources Corporation,                     *et al.*                     (SEC File 70-9767), notices of which were issued in Holding Co. Act Release No. 27278 (November 17, 2000); by Alliant Energy Corporation,                     *et al.*                     (SEC File No. 70-9735), notice of which was issued in Holding Co. Act Release No. 27285 (November 27, 2000).                

                    MG&E and the other Member Utilities intent to transfer their transmission assets to Transco on or about January 1,                           ( print page 77050)                        2001 (“Operations Date”). The transmission assets that MGE plans to transfer to Transco comprise (i) transmission lines (including towers, poles, and conductors); (ii) transformers providing transformation within the bulk transmission system and between the bulk and area transmission systems; and (iii) substations that solely provide a transmission function. For purposes of establishing relative shares, the transferred transmission assets will be valued at their contribution value (“Contribution Value”), which is defined as original cost less accumulated depreciation, as adjusted on a dollar-for-dollar basis for deferred taxes, excess deferred taxes and deferred investment credits. Transco is expected to transfer operational control of its assets to the Midwest Independent System Operator by November 1, 2001.                

Corporate Manager will manage Transco and will also initially hold a small portion, less than 1%, of Transco's membership interests. It will employ all personnel necessary to operate Transco and all of its expenses will be treated as Transco expenses.

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

Margaret H. McFarland,

Deputy Secretary.

[FR Doc. 00-31272  Filed 12-7-00; 8:45 am]

BILLING CODE 8010-01-M