ENERGY INITIATIVES INC
35-CERT, 1995-02-07
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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.   Polsky  Energy  Corporation  ("Cogen  Corp."),  through

          wholly owned subsidiaries, has acquired  the membership interests

          in  Polsky Energy Corporation  of Countryside,  L.L.C. ("Country-

          side"),  which  has  filed  with the  Federal  Energy  Regulatory

          Commission  ("FERC")  a  notice  pursuant to  18  C.F.R.  Section

          292.207(a)(2) of its intention to build a qualifying cogeneration

          facility ("QF"). 



                    1.   Countryside's business address is:



                         c/o Polsky Energy Corporation

                         650 Dundee Road, Suite 150

                         Northbrook, Illinois 66062
<PAGE>





                         
                    2.   The Countryside project will be  located in Grays-

                         lake, Illinois.    The net  electrical  output  is

                         expected to be 1.1 MW.



                    3.   Total  construction  costs are  estimated  at $7.0

                         million.



                    4.   Neither  EI nor  any associate  company of  EI has

                         guaranteed any of Countryside's securities.



                    5.   Countryside's electrical output will  be purchased

                         by Commonwealth Edison Company.



                    6.   Countryside will be fueled  on landfill gas (meth-

                         ane).



                    7.   There are  no service, sales  or construction con-

                         tracts between  EI or any associate  company of EI

                         and Countryside.



                    8.   Cogen Corp. owns 100% of Countryside.



                    9.   The Countryside project is a QF.




                                          2<PAGE>





               B.   Cogen  Corp.,  through  wholly-owned subsidiaries,  has

          acquired the membership interests in Polsky Energy Corporation of

          Zion,  L.L.C. ("Zion"),  which has  filed with  FERC a  notice of

          intention  to build  a QF.   EI understands  that the  project is

          inactive.



               C.   In addition, the  following updates information  previ-

          ously reported:



                    1.   Total  construction  costs of  Cogen  Corp.'s Wood

          River Project are estimated at $80 million.



                    2.   Total  construction costs  of Cogen  Corp.'s Bloom

          Township Project are estimated at $77 million.


























                                          3<PAGE>





                                      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


          Dated:  February 7, 1995<PAGE>



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