SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A3-1
TWELVE-MONTH STATEMENT BY BANK CLAIMING EXEMPTION AS A
HOLDING COMPANY, OR EXEMPTION FROM SECTION 9(a)(2) OF THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 UNDER RULE 3 OF
THE GENERAL RULES AND REGULATIONS UNDER THE ACT
Statement for 12-month period ending: February 29, 2000
Name of Bank: Morgan Guaranty Trust Company of New York
Address: 60 Wall Street, New York, New York 10260-0060
Organized in the year 1864 under the laws of New York and
subject to regulation or examination under the laws of the
United States of America.
If this statement is submitted by a receiver, conservator,
or liquidating agent, state name and status: Not Applicable
IT IS HEREBY CERTIFIED BY THE UNDERSIGNED THAT ACCORDING TO
THE RECORDS OF THE UNDERSIGNED AND TO THE BEST OF ITS
KNOWLEDGE AND BELIEF:
1. The following tabulation sets forth the total
amount of voting securities of each public-utility company
or holding company which the bank, as of the end of the 12-
month period, owned, controlled or held in any one or more
of the following categories:
(i) beneficially; or
(ii) as trustee or in any fiduciary capacity other than a
customary custodian relationship; or
(iii) as collateral to secure any bond, note or other
evidence of indebtedness which is in default as to interest
or principal for a period of 90 days or more or which has
been placed by a Federal or State supervisory agency in
classes II, III or IV, or comparable loan classifications.
<TABLE>
<CAPTION>
____________________________________________________________________________
<CAPTION>
<S> <C> <C> <C>
Name of Company Total Owned,
and Description of Controlled or
Securities Total Outstanding Held by Bank Nature of Holding
(a) (b) (c) (d)
____________________________________________________________________________
Columbia Energy
Group
-common stock 84,014,000 6,749,355 (ii)
Wisconsin Energy
Corp.
-common stock 117,878,000 6,027,946 (ii)
Northern States
Power Co.
Minnesota
-common stock 154,196,000 6,545,850 (ii)
</TABLE>
2. The following tabulation sets forth all loans which
the bank had outstanding, as of the end of the 12-month
period, to any public-utility company or holding company not
in a registered holding company system, which were in
default or placed by a Federal or State bank supervisory
agency in classes II, III or IV or comparable loan
classification:
<TABLE>
<CAPTION>
________________________________________________________________________
<S> <C> <C> <C>
Voting Securities of Public-Utility
or Holding Companies Pledged to
Secure Such Loans
Name of Debtor Description of Number of
Company Amount of Loan Security Shares Pledged
(a) (b) (c) (d)
________________________________________________________________________
None.
</TABLE>
3. The following tabulation identifies all
representatives of the bank on the board of directors of any
public-utility or holding company, and all officers,
employees or directors of the bank who were officers or
directors of any such company, at the end of the 12-month
period:
<TABLE>
<CAPTION>
________________________________________________________________________
<S> <C> <C> <C>
Official Position Official Position
Name of Company Name of Individual With Company With Bank
(a) (b) (c) (d)
________________________________________________________________________
Consolidated Edison Ellen V. Futter Director Director
Inc.
</TABLE>
4. The following tabulation sets forth all loans to
any officer or director of any company listed in the answer
to item 1 or item 2 hereof, in excess of $25,000 principal
amount and not fully secured, which the bank had outstanding
as of the end of the 12-month period:
<TABLE>
<CAPTION>
__________________________________________________________________________
<S> <C> <C> <C>
Position of Borrower Amount of
Name of Company Name of Borrower with Company Loans
(a) (b) (c) (d)
__________________________________________________________________________
None.
</TABLE>
5. The following tabulation sets forth all notes or
other evidences of indebtedness in excess of $100,000
aggregate principal amount owing by any company, listed in
the answer to item 1 of this statement, or by any subsidiary
of such company, owned beneficially by the bank at the end
of the 12-month period and not reported under item 2 of this
statement:
<TABLE>
<CAPTION>
________________________________________________________________________
<S> <C> <C>
Name of Company Amount of Indebtedness Form of Indebtedness
(a) (b) (c)
________________________________________________________________________
None.
</TABLE>
6. The following tabulation sets forth and describes
all arrangements under which the bank received fees in
excess of $10,000 during the 12-month period from any of the
companies listed in the answers to items 1, 2 or 3 of this
statement, or from any subsidiary of any such company, in
the bank's capacity as indenture trustee, transfer agent,
registrar or paying agent in respect of securities issued or
assumed by the company:
<TABLE>
<CAPTION>
________________________________________________________________________
<S> <C> <C>
Services for Which Fees
Name of Company Amount of Fees Were Paid
(a) (b) (c)
________________________________________________________________________
None.
</TABLE>
7. This statement covers all foreign as well as
domestic officers of this bank and its subsidiaries, except
as follows: None.
March 31, 2000
[CORPORATE SEAL
of MORGAN GUARANTY Morgan Guaranty Trust Company of New York
TRUST COMPANY OF (Name of Bank)
NEW YORK]
Attest: Marion I. Pearson /s/ By: James C.P. Berry/s/
_____________________ ____________________
Marion I. Pearson James C.P. Berry
Vice President and Assistant Vice President, Assistant General Counsel and
Secretary Assistant Secretary
