SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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IN THE MATTER OF
CP&L ENERGY, INC. CERTIFICATE
PURSUANT TO
File No. 70-9559 RULE 24
(Public Utility Holding Company Act of 1935)
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This Certificate of Notification (the "Certificate") is filed by CP&L
Energy, Inc. ("CP&L Energy"), an exempt holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), in connection with the
transaction proposed in the Form U-1 Application-Declaration (the
"Application-Declaration"), as amended, of CP&L Energy in File No. 70-9559. This
transaction was authorized by order of the Securities and Exchange Commission
(the "Commission") dated June 15, 2000 (the "Order"). CP&L Energy hereby
certifies the matters set forth below pursuant to Rule 24 of the rules under the
Act:
i. On June 19, 2000, in accordance with the terms and conditions
of the Order, CP&L Energy acquired all of the issued and outstanding common
stock of Carolina Power & Light Company in exchange for an equal number of
shares of common stock of CP&L Energy.
ii. Filed herewith as Exhibit F-2 is a "past-tense" Opinion of
Counsel for CP&L Energy.
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S I G N A T U R E
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned company has duly caused this Certificate to
be signed on its behalf by the undersigned thereunto duly authorized.
CP&L ENERGY, INC.
By: /s/ William D. Johnson
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Name: William D. Johnson
Title: Senior Vice President and Secretary
Date: June 26, 2000
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