1Section numbers in italic type, if any, refer to the Trust Indenture Act of 1939, Title III of Securities Act of 1933.

* Section numbers in italic type, if any, refer to the Investment Advisers Act of 1940.

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Nilos humbad In Halte Type, if any, refer to the Investment Advisers Act of 1940.

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DECISIONS AND REPORTS

OF THE

SECURITIES AND EXCHANGE COMMISSION

[No. 1515]

IN THE MATTER OF

DENIS J. DRISCOLL and WILLARD L. THORP, as Trustees of ASSOCIATED GAS AND ELECTRIC CORPORATION

Respondents

NORTHEASTERN WATER AND ELECTRIC CORPORATION, and DENIS J. DRISCOLL and WILLARD L. THORP, as Trustees of ASSOCIATED GAS AND ELECTRIC CORPORATION Applicants-Declarants

File Nos. 59-32 and 70-455. Promulgated March 3, 1942

(Public Utility Holding Company Act of 1935-Sections 2, 9, 10, 11, and 12)

SALE OF SECURITIES BY REGISTERED HOLDING COMPANY.

Sale by registered holding company of common stock of a subsidiary registered holding company, which subsidiary holding company owns equity securities of public utility companies, held subject to the provisions of Section 12 (d) of the Act and to the declaration requirements of Rule U-44 thereunder.

APPROVAL OF SALE OF SECURITIES.

Sale of common stock of subsidiary holding companies approved pursuant to Section 12 (d) of the Act, the Commission finding that under all the circumstances the applicable statutory standards were complied with.

ACQUISITION OF SECURITIES BY REGISTERED HOLDING COMPANY.

Acquisition by registered holding company of outstanding securities of four electric utility companies from a subsidiary registered holding company, approved pursuant to Section 10 of the Public Utility Holding Company Act of 1935, where such acquisition appeared necessary to a prompt disposition by the acquiring company of the common stock of such subsidiary registered holding companies, and where the acquiring company consenting that an order be entered pursuant to Section 11 (b) (1), directing the disposition of the properties so acquired within 1 year.

REFERAT 2005 1-3 EXEMPTING SMALL HOLDING COMPANY SYSTEMS. There & Buding ampuay proposed to dispose of certain electric utility Theres cover her such disposition the net book value of the remaining HET SAVE a xen wieng company system would be less than $1,000,000 ui te I's wreras im such utility assets less than $350,000, held that que vestimation of sich proposed transactions the company would be within mesus ċ Ime 74 and accordingly exempt from the obligations otherIN PANET ek hiding companies.

Thu 2. Tim and Erbert D. Miller, of the Public Utilities Divi

Carlos L. Israels, for Denis J. Driscoll and 12. The Tisces of Associated Gas and Electric Corpo

Sairmen e Showing, by George W. Sheldon and Alfred Ogden, Yo esser Vor and Electric Corporation.

V Premmon, be the city of Bowling Green, Ohio.

NOA, SEPS for the city of Norway, Maine.

of Presque Isle, Maine.

1. 7 mme, of Bode & Co., Inc., representing certain

ENDINGS AND OPINION OF THE COMMISSION

Vossen Wave and Fectric Corporation, a registered holding Men's J. Driscoll and Willard L. Thorp, as trustees of las and Electrie Corporation, also a registered holding pepent of Northeastern Water and Electric Corporaval se in appleations and declarations under the Public g Company Act of 1935, regarding certain proposed 2e No. 7-4354. The filing designates Sections 2 (a)

,,D), and 12 (f) of the Act, and Rules U-9, be General Rules and Regulations thereunder, as Lecce proposed transactions. Included in the appli... er exemption from the provisions of Rule U-50 smpedive bidding.

re applications and declarations, the Commission sou presented in pending proceedings under Fe No. 39-32) with respect to whether an order ing disposition by the trustees of Associated

ston of certain properties owned by Northie Corporation.

PARTIES CONCERNED

si Gas and Electric Corporation (sometimes the "trustees") are a registered holding