In the Matter of Consolidated Edison Company of New York, Inc. (Indian Point Nuclear Generating Units 1 and 2); Order Approving Application Regarding Corporate Merger of Consolidated Edison, Inc., and Northeast Utilities

I

Consolidated Edison Company of New York, Inc. (CEI of NY), a subsidiary of Consolidated Edison, Inc. (CEI), holds 100-percent ownership interest in Indian Point Nuclear Generating Units 1 and 2 (Indian Point Units 1 and 2). CEI of NY holds the facility Operating Licenses Nos. DPR-5 and DPR-26 issued by the U.S. Atomic Energy Commission pursuant to Part 50 of Title 10 of the Code of Federal Regulations (10 CFR Part 50) on March 26, 1962, for Indian Point Unit 1 and September 28, 1973, for Indian Point Unit 2, respectively. Under these licenses, CEI of NY has the authority to possess and operate Indian Point Units 1 and 2, which are located in Westchester County, New York.

II

Pursuant to Section 184 of the Atomic Energy Act of 1954 (the Act), as amended, and 10 CFR 50.80, CEI of NY and North Atlantic Energy Service Corporation and Northeast Nuclear Energy Company, subsidiaries of Northeast Utilities (NU), jointly filed an application dated January 13, 2000, as supplemented by a letter dated May 2, 2000 (collectively herein referred to as the application), requesting the Commission's approval of the indirect transfer of the licenses for the Indian Point units in connection with the proposed corporate mergers involving CEI and NU. The applicants informed the Commission that CEI and NU were in the process of implementing a corporate merger in which CEI and NU will be combined through two simultaneous mergers: the merger of CEI into New CEI, a Delaware corporation, and the merger of an indirect, wholly owned subsidiary of New CEI with NU. New CEI would become the parent corporation to, and sole owner of, CEI of NY and NU. CEI of NY would continue to remain a 100-percent owner and possession licensee as well as the operator of Indian Point Units 1 and 2. The NU indirect interests in the Millstone Nuclear Power Station Units 1, 2, and 3 and the Seabrook Station Unit 1 will be the subject of separate orders. CEI of NY would remain an “electric utility”as defined in 10 CFR 50.2 engaged in the generation, transmission, and distribution of electric energy for wholesale and retail sale. No physical changes to the facilities or operational changes are being proposed in the application. Notice of this request for approval was published in the Federal Register on April 7, 2000 (65 FR 18378). No hearing requests were received concerning Indian Point Units 1 and 2.

Under 10 CFR 50.80, no license shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission gives its consent in writing. Upon review of the information submitted in the application and other information before the Commission, the NRC staff has determined that the corporate merger will not affect the qualifications of CEI of NY as the holder of the Indian Point Units 1 and 2 licenses referenced above, and that the indirect transfer of the licenses, to the extent effected by the merger, is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission subject to the conditions set forth herein. These findings are supported by a Safety Evaluation dated August 22, 2000.

III

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended, 42 USC §§ 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, It Is Hereby Ordered, That the application regarding the indirect license transfers referenced above is approved subject to the following conditions: (1) CEI of NY shall provide the Director of the Office of Nuclear Reactor Regulation a copy of any application, at the time it is filed, to transfer (excluding grants of security interests or liens) from CEI of NY to its proposed parent or to any other affiliated company, facilities for the production, transmission, or distribution of electric energy having a depreciated book value exceeding ten percent (10%) of CEI of NY's consolidated net utility plant, as recorded on CEI of NY's books of accounts, and (2) should the corporate merger of CEI and NU not be completed by December 31, 2001, this Order shall become null and void, provided, however, on application and for good cause shown, such date may be extended.

For further details with respect to this action, see the initial application dated January 13, 2000, the supplemental letter dated May 2, 2000, and the Safety Evaluation dated August 22, 2000, which are available for public inspection at the Commission's Public Document Room, the Gelman Building, 2120 L Street, NW., Washington, DC, and accessible electronically through the ADAMS Public Electronic Reading Room link at the NRC Web site (http://www.NRC.gov).