NGE RESOURCES INC
U-1/A, 1997-10-21
ELECTRIC SERVICES
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                    SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.

                                FORM U-1/A

                              AMENDMENT NO. 1
                                    TO
                                 FORM U-1

                                APPLICATION

                                 UNDER THE

                PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                                     
                            NGE Resources, Inc.
                            One Commerce Plaza
                         Suite 2006A - 20th Floor
                          Albany, New York  12260
          (Name of company or companies filing this statement and
                  address of principal executive offices)


                             Daniel W. Farley
                          c/o NGE Resources, Inc.
                            One Commerce Plaza
                         Suite 2006A - 20th Floor
                          Albany, New York  12260
                        Telephone:  (518) 434-3014
                (Names and addresses of agents for service)


                                Copies to:

                            Leonard Blum, Esq.
                          Huber Lawrence & Abell
                             605 Third Avenue
                         New York, New York 10158
                         Telephone:  (212)682-6200

                         Joanne Rutkowski, Esq.
                 LeBouef, Lamb, Greene & MacRae, L.L.P.
                      1875 Connecticut Avenue, N.W.
                         Washington, D.C.  20009
                       Telephone:  (202) 986-8000

<PAGE>
     This Amendment No. 1 on Form U-1/A to the Form U-1 of NGE
Resources, Inc. is being filed for the purpose of amending Item 6
by adding the exhibits listed below.

Item 6.   Exhibits and Financial Statements.

     The following exhibits are being filed with this Amendment
No. 1:

NO.  DESCRIPTION                        METHOD OF FILING

A-1  Draft Restated Certificate of      Incorporated herein by
     Incorporation of HoldCo to be      reference to Exhibit 3.1
     in effect at the Effective         filed in Registration
     Time.                              No. 333-37997.

A-2  Draft By-Laws of HoldCo to be      Incorporated herein by
     in effect at the Effective         reference to Exhibit 3.2
     Time.                              filed in Registration
                                        No. 333-37997.

C-1  Registration Statement of          Incorporated herein by
     HoldCo on Form S-4 relating to     reference to Form S-4
     the shares of HoldCo Common        Registration No. 
     Stock to be issued in connection   333-37997.
     with the Share Exchange.

D-3  Restructuring Agreement.           Incorporated herein by
                                        reference to Exhibit 99.2
                                        filed in Registration
                                        No. 333-37997.





                                SIGNATURES

     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 1 to be signed on its behalf by the undersigned
thereunto duly authorized.



                                   NGE Resources, Inc.



Date:  October 20, 1997           By Daniel W. Farley            
                                     Daniel W. Farley
                                     Secretary



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