CATALYST VIDALIA CORP
U-3A-2, 1998-03-12
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File No. 69-341


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM U-3A-2

Statement by Holding Company Claiming Exemption Under Rule U-3A-2 
from
the Provisions of the Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March `1

CATALYST VIDALIA CORPORATION
(Name of Company)

hereby files with the Securities Exchange Commission, pursuant to 
Rule 2, its statement claiming exemption as a holding company 
from the provisions of the Public Utility Holding Company Act of 
1935, and submits the following information:

	1.	Name, State of organization, location and nature of 
business of claimant and every subsidiary thereof, other than any 
exempt wholesale generator (EWG) or foreign utility company in 
which claimant directly or indirectly holds an interest.

	See Attachment A

	2.	A brief description of the properties of claimant and 
each of its subsidiary public utility companies used for the 
generation, transmission, and distribution of electric energy for 
sale, or for the production, transmission, and *istribution of 
natural or manufactured gas, indicating the location of principal 
generating plants, transmission lines, producing fields, gas 
manufacturing plants, and electric and gas distribution 
facilities, including all such properties which are outside the 
State in which claimant and its subsidiaries are organized and 
all transmission or pipelines which deliver or receive electric 
energy or gas at the borders of such State.

	See Attachment A

	3.	The following information for the last calendar year 
with respect to claimant and each of its subsidiary public 
utility companies:

	(a)	Number of kwh. of electric energy sold (at retail or 
wholesale), and MCF. of natural or manufactured gas distributed 
at retail.

Sold 1,004,291,000 kwh. of electric energy at wholesale.

	(b)	Number of kwh. of electric energy and Mcf. of natural 
or manufactured gas distributed at retail outside the State in 
which each such company is organized.

Sold no kwh. of electric energy or Mcf. of natural or 
manufactured gas distributed at retail outside Louisiana.

	(c)	Number of kwh. of electric energy and Mcf. of natural 
or manufactured gas sold at wholesale outside the State in which 
each such company is organized, or at the State line.

Sold no kwh. of electric energy of Mcf. of natural or 
manufactured gas at wholesale outside Louisiana, or at the 
Louisiana State line.

	(d)	Number of kwh. of electric energy and Mcf. of natural 
or manufactured gas purchased gas purchased outside the State in 
which each such company is organized or at the State line.  See 
attachment A.

Purchased no kwh. of electric energy or Mcf. of natural or 
manufactured gas outside Louisiana, or at the Louisiana 
State line.

	4.	The following information for the reporting period with 
respect to claimant and each interest it holds directly or 
indirectly in an EWG or a foreign utility company, stating 
monetary amounts in United States dollars:

	(a)	Name, location, business address and description of the 
facilities used by the EWG or foreign utility company for the 
generation, transmission and distribution of electric energy for 
sale or for the distribution at retail of natural or manufactured 
gas.

	None

	(b)	Name of each system company that holds an interest in 
such EWG or foreign utility company; and description of the 
interest held.

	None

	(c)	Type and amount of capital invested, directly or 
indirectly, by the holding company claiming exemption; any direct 
or indirect guarantee of the security of the EWG or foreign 
utility company by the holding company claiming exemption; and 
any debt or other financial obligation for which there is 
recourse, directly or indirectly, to the holding company claiming 
exemption or another system company, other than the EWG or 
foreign utility company.

	None

	(d)	Capitalization and earnings of the EWG or foreign 
utility company during the reporting period.

	Not applicable

	(e)	Identify any service, sales or construction contract(s) 
between the EWG or foreign utility company and a system company, 
and describe the services to be rendered or goods sold and fees 
or revenues under such agreement(s).

	Not applicable

EXHIBIT A

	A consolidating statement of income and surplus of the 
claimant and its subsidiary companies for the last calendar year, 
together with a consolidating balance sheet of claimant and its 
subsidiary companies as of the close of such calendar year.


	Financial statements of the claimant as of the close of 1997 
calendar year will be filed when they become available.

	The above-named claimant has caused this statement to be 
duly executed on its behalf by its authorized officer on this 
27th day of February, 1998.

	Catalyst Vidalia Corporation
	(Name of claimant)


	By			
	Jack R. Sauer
	Vice President

CORPORATE SEAL

Attest:

	
	Ronald W. Cantwell
	President


Name, title, and address of officer to whom notices and 
correspondence concerning this statement should be addressed:


	Jack R. Sauer	Vice President
	(Name)	(Title)

	245 Park Avenue, New York, NY 10167	
	(Address)


EXHIBIT B	Financial Data Schedule

	If, at the time a report on this form is filed, the 
registrant is required to submit this report and any amendments 
thereto electronically via EDGAR, the registrant shall furnish a 
Financial Data Schedule.  The Schedule shall set forth the 
financial and other data specified below that are applicable to 
the registrant on a consolidated basis.
Item No. Caption Heading
1	Total Assets
2	Total Operating Revenues
3	Net Income

	Not applicable


EXHIBIT C

	An organizational chart showing the relationship of each EWG 
or foreign utility company to associate companies in the holding 
company system.

	See attached Exhibit C
CATALYST VIDALIA CORPORATION

and

CATALYST VIDALIA HOLDING CORPORATION

Form U-3A-2

Filed with the

Securities and Exchange Commission

For the Year Ended

December 31, 1994



Attachment A



CATALYST VIDALIA CORPORATION

Statement by Claimant

1.	Catalyst Vidalia Corporation (the"Claimant") is a Louisiana 
corporation.  The Claimant's location is 245 Park Avenue, 
New York, New York 10167.  The nature of its business is the 
ownership of a 50% interest in, and 100% of the voting 
securities of, Catalyst Old River Hydroelectric Limited 
Partnership (the "Partnership"), a Louisiana limited 
partnership in commendam.  The Partnership is located at Old 
River Control Complex, North Highway 15, Lettsworth, 
Louisiana 70753, and the nature of its business is ownership 
of a lessee interest in, and the operation of, 192 megawatt 
hydroelectric facility.  Further information regarding the 
business of the Partnership is contained in Note 2 below.

2.	The Claimant is the sole general partner of the Partnership.  
The Claimant owns a 50% interest in the Partnership and, as 
sole general partner, 100% of the voting securities of the 
Partnership.

	The Partnership's assets consist of a leasehold interest in 
a 192 MW run-of-river hydroelectric facility located in 
Concordia Parish (near Vidalia), Louisiana, approximately 
one mile north of the Army Corps of Engineers Old River 
Control Complex between the Mississippi River and the 
Red/Atchafalaya Rivers.  The Project consists of an intake 
channel 4,500 feet in length, a power plant containing eight 
bulb turbines with a total installed capacity of 192 MW, and 
a power discharge channel 10,000 feet in length discharging 
into the Old River Outflow Channel.  The Project discharges 
the flows that otherwise would be passed through the Low 
Sill Structure of the Old River Control Structure.  A single 
40-mile, 115-KV transmission line connects the Project with 
Louisiana Power and Light's existing substation, just west 
of Vidalia.

	In August 1990, the Partnership sold and leased back its 
interest in the Project to and from a group of financial 
institutions.  The original term of the lease is 30 years, 
subject to certain renewal options.  Under the lease and 
related agreements, the Partnership was granted certain 
options to purchase the Project from the lessors.  These 
agreements also impose certain restrictions on the operation 
of the Project by the Partnership, and generally require 
that revenues form Project operations be used to pay 
operating and maintenance expenses, rent, royalty and 
related obligations before they may be distributed to the 
partners of the Partnership.

	Attachment A
	


 The Catalyst Group of Companies


                               Ronald W. Cantwell
                           (Individual-100% common stock)
                                  							|
                               The Catalyst Group, Inc.
                               (100% common stock) (LA)
						                                  	|
                               	Catalyst Vidalia
                               Acquisition Corporation
                        ------(100% common stock) (LA)----
                      	|	            	     	|            |
			                   	|                  		|            |
                 Century Power         Catalyst Vidalia  |    Catalyst Waste-
                  Corp. exempt         Holding Corp.     |---- to-Energy Corp
                   wholesale           (100% c/s)(LA)    |          (DE)
                   generator                |            |
                   Owns 100%			             |  	         | 
                   CVHC Prefd          Catalyst Vidalia  |     Catalyst Energy
                   (100% c/s)           Corporation      |---- Construction Corp
                      (LA)             (50% GP)(LA)      |         (DE)
			                    	|		              	  |	       	   |		
                        |                   |            | 
                        |              Catalyst Old      |---- Obermeryer
                        |                  River         |  Hydraulic Turbines
 Rincons Resources------|             Hydroelectric LP   |      Ltd.  (CT)
       (AZ)             |                 (LA LP)        | 
                        |                                | 
 Madera Resources- -----|                                |   Catalyst Energy
       (AZ)                                              |--- Systems Corp
                                                         |       (DE)
                                                         |  
                                                         | 
                                                         |-- Catalyst 
                                                             Construction
                                                             Corp. of CT
                                                                (DE)






















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