December 14, 2006

Response of the Office of Chief Counsel
Division of Corporation Finance

Based on the facts presented in your letter, the Division of Corporation Finance concurs in the views expressed in your letter regarding the effect of filing information, documents, and reports pursuant to Section 37 of the Exchange Act on the treatment of the TVA and its securities under the Securities Act, the Exchange Act and the Trust Indenture Act of 1939. Capitalized terms have the same meanings you defined in your letter.

Based on the facts presented and on your opinion that the there is a conflict between specific requirements of the TVA Act and the Exchange Act, the Division of Corporation Finance will not recommend enforcement action if, rather than complying with Section 10A(m)(2) of the Exchange Act with regard to the appointment of a registered public accounting firm, TVA complies with Section 2(g)(1)(M) of the TVA Act.

The Division of Market Regulation has asked us to inform you that, based on the facts presented in your letter, the Division of Market Regulation concurs in the views expressed in your letter regarding the effect of Section 37 of the Exchange Act on the treatment of the Tennessee Valley Authority and its securities under the provisions of the Exchange Act cited in your letter that are administered by the Division.

The Division of Investment Management has asked us to inform you that, based on the facts presented in your letter, the Division of Investment Management concurs in the views expressed in your letter regarding the effect of Section 37 of the Exchange Act on the treatment of the Tennessee Valley Authority and its securities under the Investment Company Act of 1940.

The above positions are based solely on the facts presented in your letter. Any different facts or circumstances might require another conclusion. In particular, your letter and our response of course do not extend to situations where material information is omitted that would be necessary to be included to make the statements made, in light of the circumstances in which they are made, not misleading.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/tva121406-sec12.htm