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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 40-F


[Check one]

         [ ]      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, 2000        Commission File Number 11097


                             Great Lakes Power Inc.
             (Exact name of Registrant as specified in its charter)

                                 Not Applicable
         (Translation of Registrant's name into English (if applicable))

                                     Ontario
        (Province or other jurisdiction of incorporation or organization)

                                      4939
    (Primary Standard Industrial Classification Code Number (if applicable))

                                 Not Applicable
             (I.R.S. Employer Identification Number (if applicable))

                            BCE Place, 181 Bay Street
                            Suite 4400, P.O. Box 762
                            Toronto, Ontario M5J 2T3
                                 (416) 363-9491
   (Address and telephone number of Registrant's principal executive offices)
                              Century Power, L.L.C.
                           3900 Park Avenue, Suite 102
                            Edison, New Jersey 08820
                                 (732) 494-9455
                            Attention: Jack R. Sauer
 (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.

<TABLE>
<CAPTION>
         Title of each class       Name of each exchange on which registered
         -------------------       -----------------------------------------
<S>                                <C>
           Not Applicable                       Not Applicable
</TABLE>

Securities registered or to be registered pursuant to Section 12(g) of the Act.

                                 Not Applicable
                                (Title of Class)
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 Securities for which there is a reporting obligation pursuant to Section 15(d)
                                  of the Act.



Debt Securities (to be offered on a delayed or continuous basis).
                                (Title of Class)

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

     [X]   Annual information form      [ ]  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.

                            Common Shares 101,393,934

Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule.


                  Yes        [ ]                No       [X]


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.


                  Yes        [X]                No       [ ]

                                   UNDERTAKING

         The Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and to
furnish promptly, when requested to do so by the Commission staff, information
relating to: the securities registered pursuant to Form 40-F; the securities in
relation to which the obligation to file an annual report on Form 40-F arises;
or to transactions in said securities.

                          CONSENT TO SERVICE OF PROCESS

         The Registrant has filed with the Commission a written irrevocable
consent and power of attorney on Form F-X.

                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         Certain statements in this Form 40-F constitute forward-looking
statements, which are based on the Registrant's current expectations and
assumptions, and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those anticipated. Such risks and
uncertainties include, among others, general business and economic conditions
and competitive actions.


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                                    SIGNATURE

         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.

                                   GREAT LAKES POWER INC.



Date: May 21, 2001                 By:   /s/    Edward C. Kress
                                         Name:  Edward C. Kress
                                         Title: Chairman and Chief Executive
                                                Officer




Date: May 21, 2001                 By:   /s/    Alan V. Dean
                                         Name:  Alan V. Dean
                                         Title: Vice President and Secretary


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                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
                                                                                               SEQUENTIAL
EXHIBIT NO.                               DESCRIPTION                                          PAGE NUMBER
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<S>                   <C>
   99.1               Annual Information Form dated May 1, 2001 containing
                      management's discussion and analysis of the company's
                      financial condition and results of operations.
</TABLE>


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