Attached is a summary of recent FERC activities (PDF file) and the weekly 
Alliance Express. The following is a summary of the most recent FERC meeting, 
followed by a listing of the most recent FERC filings.

In a brief meeting yesterday, FERC approved a Final Rule adopting Section 203 
merger filing requirements, generally as proposed, and extended the existing 
NYISO bid cap in its non-spinning reserves market and the related mandatory 
bidding requirement until such time that the New York market can be 
determined to be "workably competitive."  At the same time, FERC ordered a 
technical conference to explore changes to the NYISO reserves market, and 
urged market participants to reach a consensus on a preferred solution, next 
steps, and deadlines for resolution/implementation.  Additional details are 
provided below.

FERC Updates, Streamlines Merger Filing Process

FERC unanimously approved its proposed Order revising the reporting 
requirements for mergers.  However, Comm. Hebert did so with reservations, as 
discussed below.  Commission staff stated that the Order closely follows the 
Notice of Proposed Rulemaking previously issued, but adds more detail and 
more certainty to the industry.  Staff stated that the Order is improved over 
the proposed rule because it includes exemptions from reporting for certain 
entities and it more precisely defines geographical areas and products.

According to FERC, the draft Order:

-  revises the Commission's filing requirements to reflect existing merger 
policy based on FERC's 1996 Merger Policy Guidelines;
-  provides more detail for the industry in developing competitive market 
analyses.  The rule continues the existing screening process for mergers with 
potential horizontal competitive concerns.  In addition, the rule establishes 
informational requirements for vertical competitive analyses.
-  streamlines filing requirements for transactions that do not raise 
competitive concerns; and
-  reduces the industry's regulatory burden by eliminating outdated filing 
requirements.

The Rule will take effect 60 days after its publication in the Federal 
Register.

Commissioner Reaction:

Comm. Hebert expressed reservations that, although he was voting for the 
Rule, FERC should not be duplicating the Department of Justice (DOJ) and the 
Federal Trade Commission (FTC) market concentration analyses and that FERC 
should follow the lead of anti-trust enforcement officials, who could also 
analyze mergers faster and more confidentially. He also stated that FERC 
should review the filings after the DOJ or the FTC review them, not before, 
and that there should be a definite time frame for review.  Hebert did 
mention that he was pleased that RTOs and the disposition of transmission 
assets would be exempt, that ancillary services would be considered as a 
separate product and that the Final Rule opens the door for alternative 
market analysis.

Comm. Breathitt supported the Final Rule, stating that it should expedite the 
approval process and that the regulatory burden should be eased due to the 
fact that older, irrelevant requirements have been dropped.  She indicated 
that the Final Rule balanced the need for speedy decisions while protecting 
the public interest by stating that the process will be "efficient yet 
sufficient".  The Commissioner said that she was pleased the Final Rule 
addressed technical issues such as computer modeling as well as retail 
competition and one of her main concerns, confidentiality.

Comm. Massey fully supported the Final Rule, emphasizing that it would 
improve response time, lessen the need to ask for more data and allow the 
industry to better predict Commission actions.  Like Commissioner Breathitt, 
Massey was pleased that the Order will allow market modeling analysis that 
will better enable FERC to evaluate market concentration and allow applicants 
to point to other factors when concentration appears too high.  Massey also 
stated that the new Rule includes the ability to address many of FERC's 
concerns, such as future mergers when they occur in succession, retail 
competition, mitigation by the enlargement of markets through RTOs and 
analysis of ancillary services.  In sum, he averred that the Order will 
provide FERC with the tools it needs for accurate analysis, while taking into 
consideration the rapid changes in the industry.

Chairman Hoecker also voiced his support and noted that he felt that this was 
a very important Rule.  In response to Comm. Hebert, Chairman Hoecker said 
that the DOJ and FTC actually wait for FERC's report before issuing their 
own, that the anti-trust enforcement agencies rely on FERC's expertise when 
reviewing mergers in the electric and gas industries.  There is a major 
positive connection between industry consolidation and RTOs and that both are 
reconfiguring the markets and effect how they work, he noted.  Because the 
RTOs enlarge the size of the subject market, he indicated, RTOs will help to 
preserve competition.  Therefore, more and larger RTOs should allow for more 
mergers, he said.  The Chairman cautioned that this is not to imply that 
joining an RTO is a requirement for a merger, but that it would certainly be 
viewed favorably.

NYISO Bid Caps Extended Until Ancillary Service Market Shown to be Workably 
Competitive

In a 3-1 decision, with Comm. Hebert dissenting, FERC extended the existing 
NYISO bid cap in its non-spinning reserves market and the related mandatory 
bidding requirement until such time as that market can be determined to be 
"workably competitive."  At the same time, FERC ordered a technical 
conference to explore changes to the NYISO reserves market, and urged market 
participants to reach a consensus on a preferred solution, next steps, and 
deadlines for resolution/implementation.

In so doing, FERC rejected certain aspects of NYISO's September 1 and 8, 2000 
compliance filing, submitted pursuant to its May 31, 2000 order imposing a 
temporary bid cap through October 31.  The ISO's efforts to correct market 
flaws identified in the order and further strengthen market performance had 
not yet satisfied the Commission's directives, FERC concluded.  FERC found 
that while NYISO has achieved solid progress in certain areas, overall the 
ISO has not shown sufficient improvement to warrant raising and then 
gradually lifting the temporary bid cap in the ISO's non-spinning reserve 
market by April 2001, as the ISO requested.

Commissioner Reaction:

Comms. Hoecker, Massey and Breathitt all endorsed the order as an "imperfect 
solution," yet a pragmatic approach toward resolving the flaws plaguing the 
ISO's market.  Comm. Hebert faulted the Commission for squandering an 
opportunity to incentivize additional supply by lifting the price controls. 
Hoecker and Breathitt joined Hebert in expressing disappointment in the lack 
of the ISO's progress, but contended that significant outstanding issues must 
be resolved before the bid cap can be lifted.

In other action, FERC accepted NYISO's and NEPOOL's proposed Emergency Energy 
Transaction Agreement, allowing NYISO and ISO-NE to provide emergency service 
to each other (ER00-3638-000);

Stricken items included CAE-16 (NEPOOL's 64th Agreement Amendment proposing 
the elimination of In Service and instituting new rules governing certain 
import transactions (ER00-3577-000)).

                               == RECENT FERC FILINGS ==

(1) RTO DEVELOPMENTS

*  ISO NE submitted its changes to Market Rule 17, Market Monitoring, 
Reporting and Market Power Mitigation, in compliance with the Commission's 
July 26, 2000 Order.  ER01-368-000.  Filed November 1, 2000.

*  ISO NE submitted its Special Interim Market Rule in compliance with the 
Commission's July 26, 2000 Order.  ER00-369-000.  Filed November 1, 2000.

*  ILLINOIS INDUSTRIAL ENERGY CONSUMERS filed to intervene regarding DYNEGY's 
filing to request approval for the withdrawal of the ILLINOIS POWER CO. from 
the MISO.  ER01-123-000.  Filed November 6, 2000.

*  EL SEGUNDO POWER filed a motion "requesting order on request for rehearing 
by date certain" in complaint that challenges the CA ISO's ability to set the 
rates for the energy that it can compel generators to produce for reliability 
under its standard form contract.    ER00-1830-001.  Filed November 3, 2000.

*  CA ISO filed an unbundled grid management charge in order to recover its 
administrative and operating costs.  ER01-313-000.  Comments due by November 
22, 2000.

*  NEPOOL submitted supplemental information related to its filing of the 
Sixty-Fourth Agreement amending the NEPOOL Agreement, which proposed the 
elimination of In Service.  ER00-3577-000.  Comments due by November 14, 2000.


(2) OATT/TRANSMISSION

*  DUKE ENERGY filed an amendment to its Catawba interconnection agreement 
with NORTH CAROLINA ELECTRIC MEMBERSHIP COOP.  ER01-282-000.  Comments due by 
November 21, 2000.

*  DUKE ENERGY filed an amendment to its Catawba interconnection agreement 
with the SALUDA RIVER ELECTRIC COOP.  ER01-281-000.  Comments due by November 
21, 2000.

*  DUKE ENERGY filed an amendment to its Catawba interconnection agreement 
with NORTH CAROLINA MUNICIPAL POWER AGENCY No. 1.  ER01-280-000.  Comments 
due by November 21, 2000.

*  ALLIANT ENERGY, on behalf of IES UTILITIES, INTERSTATE POWER and WISCONSIN 
POWER AND LIGHT, filed new rates under its OATT to reflect the transfer of 
certain transmission facilities to AMERICAN TRANSMISSION CO.  ER01-312-000.  
Comments due by November 22, 2000.

*  WOLVERINE POWER SUPPLY COOP. filed to change its Rate Schedule FERC No. 4, 
Wholesale Service to Member Distribution Coops, to make the debt 
restructuring charge applicable to all energy delivered to its member coops, 
to add standby service rates and to remove references to entities that no 
longer exist.  ER01-285-000.  Comments due by November 21, 2000.

*  WOLVERINE POWER SUPPLY COOP. filed an amendment to its OATT to accommodate 
Michigan retail choice and to add delivery scheduling and balancing service 
as a new service for generators interconnected to its transmission system.  
ER01-286-000.  Comments due by November 21, 2000.

*  POTOMAC ELECTRIC POWER filed a revised Attachment H-9 to the PJM OATT 
reducing the Other Supporting Facilities Charge for lower voltage deliveries 
in the PEPCO zone of PJM to SOUTHERN MARYLAND ELECTRIC COOP.  ER01-336-000.  
Comments due by November 22, 2000.

*  WOLF HILLS ENERGY filed a motion to intervene out of time to support the 
Interconnection and Operation agreement between itself and AMERICAN ELECTRIC 
POWER SERVICE CORP. and to deny the protest of TVA.  ER00-3688-000.  Filed 
November 6, 2000.


(3) COMPLAINTS

*  AEP and SOUTHWEST POWER POOL each filed an answer to ENRON's motion for 
summary disposition regarding ENRON's complaint, in response to AEP's updated 
market analysis, that AEP SERVICE CORP. administered the AEP OASIS and tariff 
in a manner favoring AEP's merchant function.  ER96-2495-015, et. al.  Filed 
November 6, 2000.

*  POTOMAC ELECTRIC POWER (PEPCO) and the SOUTHERN PARTIES filed a motion to 
answer the protest of SOUTHERN MARYLAND ELECTRIC COOP and PANDA-BRANDYWINE 
regarding PEPCO's divestiture of generation assets pursuant to restructuring 
initiatives in Maryland and the District of Columbia.  EC00-141-000 and 
ER00-3727-000.  Filed November 6, 2000.

*  DUNKIRK POWER, HUNTLEY POWER and OSWEGO POWER filed a motion to answer 
protests filed by numerous entities regarding FERC's jurisdiction over 
station power.  EL00-113-000.  Filed November 6, 2000.

*  ALLEGHENY ENERGY SUPPLY and PPL MONTOUR filed an answer to protests 
regarding their purchase of certain jurisdictional facilities.  ER00-3727-000 
and EC00-141-000.  Filed November 6, 2000.


(4) MERGERS/CORPORATE RESTRUCTURING

(5) MISCELLANEOUS

                                       ==OTHER NEWS==
*S&P Revises MISO Outlook to Negative
http://biz.yahoo.com/bw/001107/ny_s_p_15.html 
 - allianceexpress110700.doc
 - FF110300.pdf