ENERGY INITIATIVES INC
35-CERT, 1994-04-22
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                                                       SEC FILE NO. 70-8179





                          SECURITIES AND EXCHANGE COMMISSION


                                WASHINGTON, D.C. 20549
















                               CERTIFICATE PURSUANT TO

                                       RULE 24

                               OF PARTIAL COMPLETION OF

                                     TRANSACTIONS















                               ENERGY INITIATIVES, INC.
<PAGE>






                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549


          ----------------------------------------
                    In The Matter of              )
                                                  )
                 ENERGY INITIATIVES, INC.         )    Certificate Pursuant
                                                  )    to   Rule   24    of
                                                  )    Partial
                  SEC File No. 70-8179            )    Completion of
                                                  )    Transactions
                 (Public Utility Holding          )
                   Company Act of 1935)           )
          ----------------------------------------


          TO THE MEMBERS OF THE SECURITIES AND EXCHANGE COMMISSION:

                    The  undersigned,  Energy  Initiatives,   Inc.  ("EI"),

          hereby certifies pursuant to Rule 24 of the Rules and Regulations

          under the Public Utility Holding Company  Act of 1935 ("Act"), as

          follows:

               A.   By Order  dated February  26, 1994,  66 FERC  Paragraph

          61,113 (1994), the Federal  Energy Regulatory Commission ("FERC")

          granted  Brooklyn Energy  Limited  Partnership  ("BELP"), a  Nova

          Scotia  limited  partnership,  status  as  an  "exempt  wholesale

          generator" as  defined in Section 32 of the Act ("EWG").  Through

          wholly  owned  subsidiaries,  Polsky Energy  Corporation  ("Cogen

          Corp.") has acquired  a general and limited  partnership interest

          in BELP.  The following sets  forth certain information regarding

          BELP in accordance with the Commission's order dated September 7,

          1993 ("September Order"):

                    1.  BELP's  business  address  is   c/o  Polsky  Energy

          Corporation, Edens Corporate Center, 650  Dundee Road, Suite 150,

          Northbrook, Illinois 60062.



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                    2.  The location  of the  project ("Project") owned  by

          BELP  is  Brooklyn,  Nova  Scotia,  Canada.   The  Project's  net

          electrical output is 23.8 megawatts ("MW").

                    3.  Total project construction  costs are estimated  at

          approximately US$63 million.

                    4.  General Public Utilities Corporation has guaranteed

          up to  US$11.4 million  of BELP's  construction loan  borrowings,

          pursuant  to Commission  authorization  granted  by  order  dated

          February 7, 1994 (HCAR No. 35-25987).

                    5.  The Project's electrical  output will be  purchased

          by Nova Scotia Power Corp.

                    6.  The type of fuel to be used  by the Project is wood

          waste and coal and/or oil.

                    7.  There  are   no  service,  sales   or  construction

          contracts between EI or any associate company of EI and BELP.

                    8.  Cogen Corp.'s ownership interest  in the Project is

          initially 25% and, after  a specified period, increases to  up to

          73%.

                    9.  The Project is an EWG.

               B.   On March  10, 1994,  2285241 Nova  Scotia Limited  ("GP

          Sub"), a Nova Scotia corporation and a wholly owned subsidiary of

          Cogen  Corp.,  filed an  application  with the  FERC  seeking EWG

          status.  GP Sub's sole asset is a general partnership interest in

          BELP.   On  March  16, 1994,  the  capital stock  of  GP Sub  was

          transferred  (for  nominal consideration)  to an  indirect wholly

          owned subsidiary of EI.

               C.   On   March  16,   1994,   EI,  through   wholly   owned

          subsidiaries including  GP Sub,  acquired an  equity interest  in

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          BELP.  The following is  certain additional information regarding

          BELP provided in accordance with the September Order:

                    1.  The Project was initially  developed by Cogen Corp.

          and, therefore, no purchase price was paid by Cogen Corp. for the

          Project.

                    2.  The projected debt/equity ratio for BELP is 5.67:1.

                    3.  EI is the only equity  investor.  Canadian Imperial

          Bank of Commerce, and  a syndicate of institutions for  which the

          Mutual  Life Assurance  Company  of Canada  acts  as agent,  have

          provided the construction financing for the Project.

                    4.  Bowater  Mersey   Paper  Company  Limited   is  the

          Project's steam host.

               D.   By  order  dated October  18,  1993, 65  FERC Paragraph

          61,066, the FERC granted EWG status  to Red Lake Energy Partners,

          an Illinois general partnership ("Red Lake") in which Cogen Corp.

          has  through  a  wholly  owned   subsidiary  acquired  a  general

          partnership interest.   Red Lake was  formed to develop, own  and

          operate an electric  generating facility near Red  Lake, Arizona.

          As of  April  1,  1994, no  definitive  agreements  with  project

          parties have been entered into.  The following sets forth certain

          information regarding Red  Lake in accordance with  the September

          Order:

                    1.  Red Lake's  business address  is c/o  Polsky Energy

          Corporation, Edens Corporate Center, 650  Dundee Road, Suite 150,

          Northbrook, Illinois 60062.

                    2.  The location  of  the proposed  project ("Red  Lake

          Project") is near Red  Lake, Arizona.  The net  electrical output

          is expected to be 300 MW.

                                          3
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                    3.  Total project construction  costs are estimated  at

          US$300 million.

                    4.  Neither  EI  nor any  associate  company of  EI has

          guaranteed any of Red Lake's securities.

                    5.  The  Red   Lake  Project's  electrical   output  is

          proposed to be sold to Nevada Power Company.

                    6.  The  Red Lake  Project will utilize  compressed air

          energy storage technology.

                    7.  There  are   no  service,  sales   or  construction

          contracts between EI or any associate company of EI and Red Lake.

                    8.  Cogen  Corp.'s  ownership interest  in Red  Lake is

          50%.

                    9.  The Project is an EWG.































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                                      SIGNATURE

                    PURSUANT  TO THE  REQUIREMENTS  OF  THE PUBLIC  UTILITY

          HOLDING  COMPANY ACT  OF 1935,  THE UNDERSIGNED COMPANY  HAS DULY

          CAUSED  THIS  STATEMENT  TO  BE  SIGNED  ON  ITS  BEHALF  BY  THE

          UNDERSIGNED THEREUNTO DULY AUTHORIZED.


                                        ENERGY INITIATIVES, INC.



                                        By:
                                              B. L. Levy, President


          Date:     April 22, 1994
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