SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27915; 70-10196)

E.ON AG, et al.

Order Declaring Certain United Kingdom Subsidiary Companies No Longer Holding Companies Under the Act and Their Registrations No Longer in Effect

November 22, 2004

E.ON AG ("E.ON") and E.ON UK Holding GmbH ("UK Holding"), both located in Düsseldorf, Germany, and E.ON UK Ltd. ("UK Ltd.") and Powergen Limited (formerly Powergen plc, "Powergen"), both located in London, UK, all public-utility holding companies under the Act (collectively, "Applicants"), have filed with the Securities and Exchange Commission ("Commission") an application, as amended ("Application"), under section 5(d) of the Act. The Commission issued a notice of the Application on September 21, 2004 (Holding Co. Act Release No. 27891).

E.ON is the parent holding company in the E.ON system of international utility companies. Applicants have requested the Commission to find and declare that UK Holding, an E.ON first tier, wholly owned subsidiary, UK Ltd., UK Holding's direct wholly owned subsidiary, and Powergen, UK Ltd.'s direct wholly owned subsidiary, are no longer holding companies under the Act and, further, to declare that, upon issuance of the order so finding and declaring, the registrations of UK Holding, UK Ltd. and

Powergen will cease to be in effect.

Background

By order dated June 14, 2002 ("2002 Order"), the Commission authorized E.ON's acquisition of Powergen ("Acquisition"), the parent holding company in a UK-based public-utility holding company system, and certain related transactions. E.ON, through its acquisition of Powergen, also indirectly acquired LG&E Energy LLC ("LG&E Energy"), a registered public-utility holding company, and its public-utility subsidiaries, Louisville Gas and Electric Company ("LG&E") and Kentucky Utilities Company ("KU").

E.ON's ownership of Powergen was indirect, through several tiers of intermediate holding companies. Powergen owned LG&E Energy through several tiers of intermediate holding companies, as well, with Powergen US Investment Corp. (now E.ON US Investment Corp. ("EUSIC")) being LG&E Energy's immediate parent and a US-based intermediate registered holding company. Powergen owned EUSIC through the following other Powergen intermediate holding companies: Powergen US Holdings Limited, Powergen US Investments, Powergen Luxembourg Holdings sarl and Powergen

Luxembourg sarl ("Powergen Intermediate Holding Companies").

In the Original Financing Application (which resulted in the 2002 Order), E.ON proposed, among other things, to simplify its corporate structure by transferring EUSIC from the UK-based Powergen chain of companies to E.ON US Holding GmbH ("E.ON US"), a direct subsidiary of E.ON and a German-organized registered holding company. The 2002 Order reserved jurisdiction over E.ON's proposal to change the corporate structure, which E.ON proposed to effect in several steps over a period of time.

In February 2003, the Commission released jurisdiction over and approved the transfer of EUSIC, the immediate parent company of LG&E Energy, from the E.ON system's UK-based Powergen chain of companies to E.ON US. With the transfer of EUSIC's stock to E.ON US, the Powergen Intermediate Holding Companies ceased to hold voting interests, directly or indirectly, in, or to exercise any controlling influence over, LG&E Energy and, thus, ceased to be holding companies within the meaning of section 2(a)(7) of the Act. Upon that occurrence, the Powergen Intermediate Holding Companies sought, and the Commission, by order dated October 28, 2003, found and declared, under section 5(d) of the Act, that the Powergen Intermediate Holding Companies were no longer holding companies and, further, declared the registrations of these four companies to be no longer in effect.

Discussion

Powergen itself, although it no longer owned LG&E Energy, remained a registered holding company in October 2003, due to its continuing role in the management of LG&E Energy and LG&E and KU. Applicants state that

UK Holding, UK Ltd. and Powergen no longer have such a role, no longer having any responsibilities for, and no longer exercise any controlling influence over, LG&E Energy.

Specifically, Applicants state that the Powergen board has ceased to have any role in LG&E Energy's business. Instead, EUSIC's board has assumed this role. Further, the Chief Executive Officer of LG&E Energy is now on the board of EUSIC and is no longer on the board of Powergen. In addition, no Powergen representative is on the board of EUSIC; rather, E.ON's representatives are now on the EUSIC board. In sum, as a result of these organizational changes, Powergen is no longer responsible for, and no longer has any controlling influence over, the management and operation of LG&E Energy and its utility subsidiaries. Applicants state that, as a consequence, none of Powergen, UK Ltd. and UK Holding owns voting securities of, or exercises a controlling influence over, the management or policies of any US public-utility holding company and each has ceased to be a holding company under section 2(a)(7) of the Act.

Applicants expect to pay or incur, directly or indirectly, approximately $9,500 in connection with this request. In addition, Applicants state that no federal or state regulatory approval, other than the authorization of the Commission, is required in connection with the deregistering of UK Holding, UK Ltd. and Powergen.

Due notice of the filing of the Application has been given in the manner prescribed by rule 23 under the Act and no hearing has been requested of, or ordered by, the Commission. Based on the facts in the record, the Commission finds that the applicable standards of the Act are satisfied, finds and declares that Powergen, UK Ltd. and UK Holding have ceased to be holding companies within the meaning of the Act and, further, as of the issuance of the order, the registrations under the Act of Powergen, UK Ltd. and UK Holding will cease to be in effect and that no adverse findings are necessary.

IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that the Application be, and hereby is, granted, effective immediately, subject to the terms and conditions prescribed in rule 24 and that the registrations under the Act of Powergen, UK Ltd. and UK Holding are no longer in effect.

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