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File No. 70-9365
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM U-1
AMENDMENT NO. 1 TO
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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COLUMBIA ENERGY GROUP
13880 Dulles Corner Lane
Herndon, VA 20171-4600
COLUMBIA ELECTRIC CORPORATION
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Names of company or companies filing this statement
and addresses of principal executive offices)
COLUMBIA ENERGY GROUP
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(Name of top registered holding company parent of
each applicant or declarant)
J. W. Trost, Vice President
COLUMBIA ENERGY GROUP SERVICE CORPORATION
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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(Name and address of agent for service)
Names and Addresses of Subsidiary Company Agents for Service:
D. P. Detar, Treasurer
Columbia Electric Corporation
13880 Dulles Corner Lane
Herndon, VA 20171-4600
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The Application-Declaration as previously filed is hereby amended as
follows:
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION
The existing discussion is hereby amended to add the following
representation:
"Columbia will not seek to rely on the requested authority to acquire,
directly or indirectly, the securities of or an interest in a public utility
company within the meaning of the Act."
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
(a) Exhibits
F Opinion of Counsel
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Application-Declaration
to be signed on their behalf by the undersigned thereunto duly authorized.
COLUMBIA ENERGY GROUP
DATE: December 14, 1998 by: /s/ M. W. O'Donnell
_________________________________________
M. W. O'Donnell, Senior Vice President
& Chief Financial Officer
COLUMBIA ELECTRIC CORPORATION
DATE: December 14, 1998 by: /s/ J. W. Trost
_________________________________________
J. W. Trost, Vice President
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EXHIBIT F
December 14, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Columbia Energy Group, File No. 70-9365
Dear Sirs:
As counsel for Columbia Energy Group ("Columbia"), a holding
company registered under the Public Utility Holding Company Act of 1935 (the
"Act"), I deliver to you this opinion for filing as Exhibit F to the
Application-Declaration referenced above. Briefly stated, Columbia is seeking
authority to invest up to $200 million, through its wholly-owned subsidiary
Columbia Electric Corporation, in an independent power project under
construction in Gregory, Texas. It is contemplated that, upon completion, that
the project will be certified as a "qualifying facility" under the Public
Utility Regulatory Policies Act of 1978.
In connection with the above, I have examined:
(i) the Application-Declaration, as amended;
(ii) such other documents, records and matters of law as I
deemed necessary to enable me to render this opinion;
Based upon the foregoing and relying thereupon, I am of the
opinion that if the financing transactions are consummated in accordance with
the Application-Declaration:
(a) all state and federal laws applicable to the proposed
transactions will have been complied with;
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Securities and Exchange Commission
December 14, 1998
Page 2
(b) the consummation of the proposed transactions will
not violate the legal rights of the holders of any
securities issued by Columbia, or by any associate
company thereof.
I hereby consent to the filing of this opinion as an exhibit
to the Application-Declaration.
Very truly yours,
/s/ Emanuel D. Strauss
Columbia Energy Group Service Corporation
