Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the registrant has caused this registration statement to be duly signed on its behalf in the city of

and State of

INSTRUCTION.-Form of verification where deponent is officer of a corporation. Suitable changes may be made for other kinds of companies.

(Name of Company)

that he is the

The undersigned being duly sworn deposes and says that he has duly executed the attached registration statement dated 19 . for and on behalf of (Title of Officer) of such company; and that all action by stockholders, directors, and other bodies necessary to authorize deponent to execute and file such instrument has been taken. Deponent further says that he is familiar with such instrument and the contents thereof, and that the facts therein set forth are true to the best of his knowledge, information and belief,

2g. Attachment: Securities and Exchange Commission Form U5S, “Annual Report Pursuant to the Public Utility Holding Company Act of 1935," as Revised March 29, 1954

As Revised March 29, 1954

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C.

FORM USS

ANNUAL REPORT

For the year ended December 31, 19_.

Filed pursuant to the Public Utility Holding Company Act of 1935 by

(Name and address of each registered holding company in the system)

and

Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by #

(Name and address of each system company filing annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934) #

Omit if inapplicable.

GENERAL INSTRUCTIONS

Form USS

1. Use of Form.

(a) An annual report covering the preceding calendar year shall be filed on Form USS with the Commission on or before the first day of May in each year for each holding company registered pursuant to section 5 of the Public Utility Holding Company Act of 1935. Where a holding company system includes more than one registered holding company, such annual report shall be filed by the top registered holding company on behalf of itself and every other registered holding company in the system.

(b) An annual report on this form may be filed pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 in lieu of separate annual reports thereunder by the system companies subject to the requirements of such sections.

2. Formal Requirements.

(a) Pursuant to the Public Utility Holding Company Act of 1935, two copies of the report on this form, including the exhibits required in that connection, shall be filed with the Commission. At least one of such copies shall be manually signed.

(b) Where an annual report on this form is filed pursuant to the Securities Exchange Act of 1934, one copy, including the exhibits required in that connection, shall be filed with the Commission. At least one copy shall be filed with each national securities exchange on which any system company has securities listed and registered. The copy filed with the Commission and at least one of the copies filed with each exchange shall be manually signed in the manner prescribed by this form.

(c) Every amendment to the annual report shall comply with the formal requirements governing an original annual report with respect to the number of copies filed, signature and similar matters. Each such amendment should be numbered and should contain an index of the contents thereof. Where the annual report is filed under both the Public Utility Holding Company Act of 1935 and the Securities Exchange Act of 1934, the requisite number of copies of all amendments to such report shall be filed under both Acts.

(d) The annual report, and where practicable all documents filed as part thereof, shall be on good quality, unglazed white paper, 8" x 13" in size. Financial statements, tables, charts, etc., may be on larger paper if folded to approximately that size but of no greater page length than 13′′. All papers included in the annual report, except exhibits not especially prepared for such purpose, shall have a side margin of at least 1" for binding, and each copy should be firmly bound on the left side.

Form USS

2. Formal Requirements

continued

(e) The report and, insofar as practicable, all papers and documents filed as a part thereof, shall be printed, lithographed, mimeographed or typewritten. However, the report or any portion thereof may be prepared by any similar process which, in the opinion of the Commission, produces copies suitable for a permanent record. Irrespective of the process used, all copies of any such material shall be clear, easily readable and suitable for repeated photocopying. Debits in credit categories and credits in debit categories shall be designated so as to be clearly distinguishable as such on photocopies. Photocopies of material will not be accepted except upon a showing that refusal to accept photocopies would cause undue effort or expense.

(f) The report shall contain the numbers and captions of all items of the form, but the text of the items may be omitted provided the answers thereto are so prepared as to indicate to the reader the coverage of the items without the necessity of his referring to the text of the items or instructions thereto. However, where any item requires information to be given in tabular form, it shall be given in substantially the tabular form specified in the item. All instructions, whether appearing under the items of the form or elsewhere therein, are to be omitted from the report. Unless expressly provided otherwise, if any item is inapplicable or the answer thereto is in the negative, an appropriate statement to that effect shall be made.

3. Incorporation by Reference

Incorporation by reference is permitted only where specifically provided in the form.

4. Information Unknown or Not Available

Information required need be given only insofar as it is known or can be obtained by the system company without unreasonable effort or expense. Omissions should be explained briefly.

5. Definitions

"Holding company system" or "system" as used in this form means the top parent registered holding company together with all its subsidiary companies, including all subsidiary registered holding companies, and all mutual service companies of which such top registered holding company or any subsidiary company thereof is a member company. A "system company" means any company in the holding company system.

Unless the context clearly indicates the contrary, all terms use in his form and the instructions have the same meaning as in the Public Utility Holding Company Act of 1935 and in the rules and regulations issued thereunder.

Furnish the information required by the following table as to the top registered holding company in the holding company system and each subsidiary thereof.

1. If any company is not a corporation indicate under column (1) the nature of organization, e.g., Trust.

2. Indent to show degree of remoteness from the top registered holding company, for example:

3.

Top Registered Holding Company

Company A (subsidiary of top registered holding company)
Company (subsidiary of Company A)

Company C (subsidiary of top registered holding company)
Company D (subsidiary of Company C)

The answer to this item should include all statutory subsidiaries under the Public Utility Holding Company Act of 1935, direct or indirect, including registered holding companies, mutual service companies, inactive and nomutility companies and statutory subsidiaries which have pending applications for exemption. Inactive companies should be so indicated in column (3).

4. In column (3) specify briefly the kind of business in which each company is engaged; for example, holding company, holding operating company, electric utility, gas utility, gas and electric utility, gas transmission, service company, traction, water company, etc. If any subsidiary is exempt pursuant to sections 2(a)(3), 2(a)(4) or 3(a) or the Public Utility Holding Company Act of 1935, by order or by rule, indicate that fact by an appropriate symbol referring to a footnote, in which is set forth the Commission release number or rule granting such exemption.