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###### Securities and Exchange Commission

          - [Release No. 35-27380]

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 May 14, 2001, to the Secretary,                           ( print page 20843)                        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 May 14, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.                

## Western Resources, Inc. (70-9867)

Western Resources, Inc. (“WRI” or “Applicant”), 818 South Kansas Avenue, Topeka, Kansas 66612, a Kansas public utility holding company claiming an exemption from registration under section 3(a) of the Act by rule 2, has filed an application under sections 9(a)(2) and 10 of the Act.

                    WRI is engaged in the production, purchase, transmission, distribution and sale of electric energy in the State of Kansas. WRI's utility operations, conducted through KPL, a division of the company,[1]                                          and Kansas Gas and Electric Company (“KGE”), a wholly owned electric public utility subsidiary of WRI, provide electric service to approximately 636,000 customers in 432 communities in the State of Kansas. KGE owns a 47% interest in Wolf Creek Nuclear Operating Corporation (“WC”), which operates the Wolf Creek Generating Station on behalf of its owners.[2]                                          Through its ownership interest in ONEOK Inc.,[3]                                          WRI has an approximately 45% economic interest in a natural gas distribution company that has 1.4 million customers.                

Westar Generating, Inc. (“Westar Generating”), a wholly owned subsidiary of WRI, is a Kansas corporation that will hold an undivided 40% ownership interest in a 2X1 F class combined cycle generation facility that is under construction at The Empire District Electric Company State Line station (“State Line”), which is located on the  Missouri side of the Kansas-Missouri state line just west of Joplin, Missouri. Westar Generating will hold this interest directly in the real property and assets that make up the generating station. The Empire District Electric Company (“Empire”), a nonaffiliate of WRI, holds the remaining undivided 60% ownership interest and operates the facility under the Agreement for the Construction, Ownership and Operation of State Line Combined Cycle Generating Facility (“Operating Agreement”). Westar Generating and Empire (collectively, “Owners”) hold their interests as tenants in common.

WRI entered into the Operating Agreement on July 26, 1999 as a means of acquiring a generation source to meet the generation needs of KPL. Empire is constructing State Line under the Operating Agreement. State Line is not currently operational, and is being upgraded from its original configuration of a single Westinghouse 501-F.C. turbine installed in 1997 to a Westinghouse 501-F.D1. Empire is adding another 501-F.D2, two heat recovery steam generators, a steam turbine, a cooling tower, and associated equipment to create the 2X1 F facility. The new combined cycle facility will have a nominal rating of 500 MW. State Line began operations in June 1997 and was removed from service on September 11, 2000 to facilitate the conversion.

Westar Generating will acquire its interest in State Line in two phases. In the first phase, which has already occurred, Westar Generating acquired a 40% interest in the portion of State Line's assets under construction. The second phase, Westar Generating's acquisition of a 40% interest in the portion of the State Line assets that existed prior to the start of construction, will occur sometimes prior to State Line's resumption of commercial operation. Westar Generating will acquire its 40% interest in the already existing assets in the immediate future and before State Line resumes commercial operation.

WRI is seeking authority to retain its 40% indirect interest in State Line when the plant resumes commercial operation. WRI states that while State Line is under construction, Westar Generating is not an electric utility company, as defined by section 2(a)(3) of the Act. WRI also states that Westar Generating will become an electric utility company upon State Line's resumption of commercial operations. Therefore, Westar Generating will become a wholly owned subsidiary electric public utility company of WRI. The Owners began testing of the combined cycle facility in March 2001 and depending on the success of the trials, anticipate resuming commercial operation as early as May 15, 2001.

WRI and Westar Generating have entered into a power purchase agreement under which Westar Generating will sell its entire 40% entitlement to the output of State Line to WRI under a cost-based tariff which has been submitted for approval to the Federal Energy Regulatory Commission. In turn, WRI will sell State Line's output to KPL's retail customers and other customers. WRI will receive State Line's output at the high voltage side of State Line's step-up transformer and, via a thirty mile 200 MW point-to-point firm ten-year contract path with the Southwest Power Pool, transmit it to WRI's electric grid. WRI states that it will dispatch State Line using the same mechanisms and same system operator as it does to operate its existing generation. WRI will also purchase power generated during the testing of State Line.

Westar Generating also owns a 34% share in nonutility facilities such as offices, maintenance buildings and fire protection equipment.

Westar Generating's cost associated with acquiring its interest in State Line, including its 34% interest in the nonutility assets, will be equal to its share of the costs of constructing State Line. These costs will be approximately $104,292,841.

For the year ended December 31, 2000, WRI reported consolidated revenues of approximately $2,368,476,000 and consolidated utility revenues of $1,829,132,000. WRI's net income reported for the same period was $136,481,000 and WRI's utility operating income was $262,435,000. Consolidated assets and consolidated utility assets of WRI at December 31, 2000 were $7,767,208,000 and $4,632,479,000, respectively.

After State Line commences commercial operation. WRI states that it will continue to claim an exemption under section 3(a) by rule 2.

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

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                             KPL is the trade name for WRI's electric business.                    
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2.                             Applicant states that WC relies on a no-action letter issued by the Commission's staff in 1997 for the proposition that WC should not be classified as a utility.                         *See*                         Wolf Creek Operating Corporation, SEC No-Action Letter (November 24, 1997).                    
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3.                             WRI's ownership is comprised solely of up to 9.9% of the voting stock and shares of nonvoting convertible preferred stock of ONEOK. WRI states that it has relied on a no-action letter issued by the Commission's staff in 1997 for the proposition that ONEOK is not a subsidiary of WRI and that WRI does not control ONEOK.                         *See*                        Western Resources, Inc., SEC No-Action Letter (Nov. 24, 1997).                    
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[FR Doc. 01-10231  Filed 4-24-01; 8:45 am]

BILLING CODE 8010-01-M