UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 40-F/A

(Amendment No. 1)







| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



|                                            |  |                                 
|------------------------------------------- |  | --------------------------------
|For the fiscal year ended December 31, 2014 |  | Commission File Number 001-36115





Hydro One Inc.

(Exact
name of Registrant as specified in its charter)







|                                                                  |  |                                                          |  |                                        
|----------------------------------------------------------------- |  | -------------------------------------------------------- |  | ---------------------------------------
|Ontario, Canada                                                   |  | 4911                                                     |  | Not Applicable                         
|(Province or other jurisdiction
of incorporation or organization) |  | (Primary Standard Industrial
Classification Code Number) |  | (I.R.S. Employer
Identification Number)

483 Bay Street

South Tower, 8th Floor

Toronto Ontario M5G 2P5

Canada

(416) 345-6301

(Address and telephone number of Registrants principal executive offices)

CT Corporation System

111 Eighth Avenue, 13th Floor, New York, NY 10011

(212) 894-8700

(Name,
address, (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

2.78% Medium-Term Notes due 2018

4.59% Medium-Term Notes due 2043

Title of Class: Medium Term Notes

Name of Exchange where Securities are listed: New York Stock Exchange, Inc.

Securities registered or to be registered pursuant to Section 12(g) of the Act: Not applicable

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

Not applicable

Number of
outstanding shares of each of the issuers classes of

capital or common stock as of December 31, 2014:

100,000 Common Shares outstanding

12,920,000 Series A Preferred Shares

For annual reports, indicate by check mark the information filed with this Form:

|                         |  |                                     
|------------------------ |  | ------------------------------------
|xAnnual information form |  | xAudited annual financial statements

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.



|       |  |      
|------ |  | -----
|x  Yes |  |  ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such
files).



|       |  |      
|------ |  | -----
|x  Yes |  |  ̈  No









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EXPLANATORY NOTE

This Amendment No. 1 on Form 40-F/A (Amendment No. 1) amends the Annual Report on Form 40-F of Hydro One Inc.
(the Company) for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission (SEC) on February 27, 2015 (the Original Form 40-F) solely for the
purpose of filing revised principal executive officer and principal financial officer certifications required by Section 302 of the Sarbanes-Oxley Act of 2002, in conformity with Form 40-F, including certain references in paragraph 4 to
internal control over financial reporting that were inadvertently omitted from the certifications filed with the Original Form 40-F. In accordance with applicable SEC guidance in Compliance and Disclosure Interpretation 246.13, this Form 40-F/A contains only the cover page, this explanatory note, a signature page, and the revised officer certifications omitting paragraph 3 thereof, which are filed as Exhibits 99.1 and 99.2 herewith.

Except as described above, no changes have been made to the Original Form 40-F and this Amendment No. 1 does not modify, amend, or update in any way the
financial or other information set forth in the Original Form 40-F. This Amendment No. 1 does not reflect any events that have occurred subsequent to February 27, 2015, the filing date of the Original Form 40-F. Accordingly, this Amendment
No. 1 should be read in conjunction with the Original Form 40-F and the Companys subsequent filings made with and documents furnished to the SEC since February 27, 2015.



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SIGNATURES

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

DATED this
19th day of January, 2016.



HYDRO ONE INC.By:

/s/ Mayo SchmidtName:

Mayo SchmidtTitle:

President and Chief Executive Officer




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EXHIBIT INDEX



|              |  |                                                                                                                                                                
|------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                    
|              | 
|99.1          |  | Revised Certification of President and Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended.
|              | 
|99.2          |  | Revised Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934, as amended.