In the Matter of The Connecticut Light and Power Company, Western Massachusetts Electric Company, Public Service Company of New Hampshire, and Northeast Nuclear Energy Company (Millstone Nuclear Power Station, Units 1, 2, and 3); Order Approving Application Regarding Corporate Merger of Consolidated Edison, Inc., and Northeast Utilities

I

The Connecticut Light and Power Company (CL&P) holds 81-percent ownership interest in Millstone Nuclear Power Station (Millstone) Units 1 and 2, and 52.9330-percent ownership interest in Millstone Unit 3; Western Massachusetts Electric Company (WMECO) holds 19-percent ownership in Millstone Units 1 and 2, and 12.2385-percent ownership in Millstone Unit 3; and Public Service Company of New Hampshire (PSNH) holds 2.8475-percent ownership in Millstone, Unit 3. CL&P, WMECO, and PSNH are subsidiaries of Northeast Utilities (NU). Ten other investor-owned and municipal entities unaffiliated with NU hold the remaining ownership interests in Millstone Unit 3.

CL&P and WMECO are holders of Facility Operating License No. DPR-21 issued by the Atomic Energy Commission pursuant to 10 CFR Part 50 on October 7, 1970, for Millstone Unit 1 and Facility Operating License No. DPR-65 issued by the Nuclear Regulatory Commission (NRC) pursuant to 10 CFR Part 50 on September 26, 1975, for Millstone Unit 2. CL&P, WMECO, and PSNH (with the other co-owners of Millstone Unit 3) are holders of Facility Operating License No. NPF-49 issued by the NRC pursuant to 10 CFR Part 50 on January 31, 1986, for Millstone Unit 3. Under these licenses, Northeast Nuclear Energy Company (NNEC), an affiliate of NU, has the authority to operate Millstone Units 1, 2, and 3, and is a co-holder of the respective licenses in this regard. Millstone is located in New London County, Connecticut.

II

Pursuant to Section 184 of the Atomic Energy Act of 1954 (the Act), as amended, and 10 CFR 50.80, NNEC and North Atlantic Energy Service Corporation, on behalf of the NU subsidiary licensees of the Millstone units, and Consolidated Edison Company of New York, Inc. (CEI of NY), a subsidiary of Consolidated Edison, Inc. (CEI), jointly filed an application dated January 13, 2000, as supplemented by 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 Millstone units to the extent held by CL&P, PSNH, WMECO, and NNEC 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. CL&P, WMECO, PSNH, and NNEC, will remain subsidiaries of NU. CL&P, WMECO, and PSNH would continue to hold their respective ownership interests in and possession-only licenses for Millstone Units 1, 2, and 3. The indirect CEI interest in Indian Point Units 1 and 2 and the indirect NU interest in Seabrook Station Unit 1, will be the subject of separate orders. NNEC will remain the operator of Millstone Units 1, 2, and 3. The NU subsidiary owners would each 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 18381). Pursuant to the notice, a petition for leave to intervene and request for hearing regarding the proposed indirect transfer of the licenses for the Millstone units has been received from the Connecticut Coalition Against Millstone and the Long Island Coalition Against Millstone and the matter is currently pending before the Commission.

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 WMECO, CL&P, PSNH, and NNEC as holders of the 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) CL&P, WMECO, and PSNH, as applicable, 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 CL&P, WMECO, or PSNH, respectively, to its proposed direct or indirect 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 the subject licensee's consolidated net utility plant, as recorded in the licensee's books of account, 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).