EXHIBIT G

                             PROPOSED FORM OF NOTICE

                       SECURITIES AND EXCHANGE COMMISSION

(Release No. 35 - _______)

Filings under the Public Utility Holding Company Act of 1935 ("Act")

Xcel Energy Inc. ("Xcel Energy")

________, 2002


         Notice is hereby given that the following filing(s) has/have been made
with the Commission pursuant to the provisions of the Act and rules promulgated
under the Act. All interested persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed transaction(s) is/are
available for public inspection through the Commission's Branch of Public
Reference.

         Interested persons wishing to comment or request a hearing on the
application(s) and/or declaration(s) should submit their views in writing by
_______, 2002, to the Secretary, Securities and Exchange Commission, Washington,
D.C. 20549-0609, and serve a copy on the relevant application(s) and/or
declarant(s) at the address(es) specified below. Proof of service (by affidavit
or, in the case of an attorney at law, by certificate) should be filed with the
request. Any request for hearing should identify specifically the issue of facts
or law that are disputed. A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or order issued in
the matter. After ________, 2002, the application(s) and/or declaration(s), as
filed or as amended, may be granted and/or permitted to become effective.

Xcel Energy Inc. (70-____)

         Xcel Energy Inc. ("Xcel Energy"), a registered holding company, located
at 800 Nicollet Mall, Minneapolis, Minnesota 55402 ("Applicant"), has filed an
application-declaration under Sections 6(a), 7 and 9 of the Act and Rules 53 and
54 under the Act.

         By order dated August 22, 2000(8), the Commission authorized Xcel
Energy, among other things, (i) to issue up to $2.0 billion of common stock and
long-term debt and (ii) to issue up to $1.5 billion of short-term debt, through
September 30, 2003 (the "Authorization Period"). Applicant requests authority to
increase the aggregate amount of common stock and long-term debt securities that
it may issue during the Authorization Period from $2.0 billion to $3.0 billion.


---------------
8     Holding Company Act Release No. 27218 ("Prior Order").


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The financing authorization requested by Xcel Energy would be subject to the
following conditions:

                  (i) The securities would be issued at rates or prices and
         under conditions negotiated or based upon, or otherwise determined by,
         competitive capital markets;

                  (ii) The maturities of the debt securities would not exceed
         fifty years;

                  (iii) Any long-term debt to be issued by Xcel Energy (other
         than debt securities not rated by the rating agencies) will, at the
         time of original issuance, be rated at least investment grade by a
         nationally recognized credit rating organization; provided that Xcel
         Energy requests that the Commission reserve jurisdiction over the
         issuance of long-term debt in those circumstances where the security,
         upon issuance, would be unrated or would be rated below investment
         grade;

                  (iv) Xcel Energy's common equity as reflected on its most
         recent Form 10-K or Form 10-Q and as adjusted to reflect subsequent
         events that affect capitalization, will be at least 30% of consolidated
         total capitalization; provided that in any event when Xcel Energy does
         not satisfy the 30% common equity ratio, Xcel Energy may issue common
         stock pursuant to this authorization; and provided further that Xcel
         Energy requests that the Commission reserve jurisdiction over the
         issuance of long-term debt pursuant to this authorization at any time
         that Xcel Energy does not satisfy the 30% common equity ratio.

         Subject to the limits described above, Xcel Energy may sell common
stock, options, warrants, stock purchase rights and other equity-linked
securities or contracts to purchase common stock in any of the following ways:
(i) through underwriters or dealers; (ii) through agents; or (iii) directly to a
limited number of purchasers or a single purchaser. In addition, Xcel Energy may
also issue common stock in public or privately-negotiated transactions in
exchange for the equity securities or assets of other companies, provided that
the acquisition of any such equity securities or assets has been authorized in
this proceeding or in a separate proceeding or is exempt under the Act or the
rules thereunder.

         Subject to the limits described above, Xcel Energy's long-term debt (a)
may be subordinated in right of payment to other debt and other obligations of
Xcel Energy, (b) may be convertible into any other securities of Xcel Energy,
(c) will have maturities ranging from one to 50 years, (d) may be subject to
optional and/or mandatory redemption, in whole or in part, at par or at various
premiums above the principal amount thereof, (e) may be entitled to mandatory or
optional sinking fund provisions, (f) may provide for reset of the interest rate
pursuant to a remarketing arrangement, and (g) may be called from existing
investors by a third party. In addition, Xcel Energy may have the right from
time to time to defer the payment of interest on all or a portion of its
long-term debt (which may be fixed or floating or "multi-modal", i.e., where the
interest is periodically reset, alternating between fixed and floating interest
rates for each reset period). Xcel Energy contemplates that long-term debt
securities would be issued and sold directly to one or more purchasers in
privately-negotiated transactions or to one or more investment banking or
underwriting firms or other entities who would resell such securities without
registration under the Securities Act of 1933, as amended, in reliance upon one
or more applicable exemptions from registration thereunder, or to the public
either (i) through



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underwriters selected by negotiation or competitive bidding or (ii) through
selling agents acting either as agent or as principal for resale to the public
either directly or through dealers.

         Applicant also requests authorization to provide collateral to secure
its debt securities, long-term and/or short-term, as it deems necessary or
appropriate under the circumstance to meet its financing needs. Such debt
securities may be secured by property of Xcel Energy; provided, however, in no
event will assets of any Utility Subsidiary be used as security for the
obligations of Xcel Energy. Further, Xcel Energy commits that it will not pledge
any security of any public utility company, including the Utility Subsidiaries,
without further authorization of the Commission. Xcel Energy requests that the
Commission reserve jurisdiction over any pledge by Xcel Energy of the securities
of public utility companies.

         The Prior Order authorizes the formation of one or more Financing
Subsidiaries to issue preferred securities and/or long-term debt securities the
proceeds of which may be loaned to Xcel Energy. Any issuance of such securities
by a Financing Subsidiary established by Xcel Energy will be counted against the
$3.0 billion financing limit described above.

         Applicant states that the proceeds from these sales would be used for
purposes previously approved by the Commission in the Prior Order. In addition,
any use of proceeds to invest in any "energy-related company" within the meaning
of Rule 58 under the Act will be subject to the investment limitation of such
rule and any investment in an "exempt wholesale generator," as defined in
Section 32 of the Act, or in a "foreign utility company," as defined in Section
33 of the Act, will be subject to the conditions and limitations imposed on
Applicant by the Commission in its order in Holding Company Act Release No.
27494 (March 7, 2002) and as may be imposed by the Commission in the matter
pending before the Commission in File No. 70-9635.

                  Applicant also requests that the Commission reserve
jurisdiction over the issuance of additional types of securities within the
limitations set forth herein. Xcel Energy may find it necessary or desirable in
order to minimize financing costs or to obtain new capital under then existing
market conditions to issue and sell other types of securities from time to time
during the Authorization Period.

         For the Commission, by the Division of Investment Management, pursuant
to delegated authority.




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