3. Conclusion

The unwinding of a business transaction is a harsh result. It is likely to cause great inconvenience. However, the statute is clear on this point, and, unless the requirements of section 853 are met, the Commission cannot make exceptions to the statute's requirements. The utilities this Commission regulates, and the Commission itself, must take the Commission's mandate seriously. The pre-approval requirement was placed in the statute for a reason: to give the Commission the ability to review and comment on transactions before they were completed. The Commission's continued reluctance to interfere with already-completed business transactions, even though they were completed in clear violation of applicable law, indicates why advance approval is essential. Once a deal is complete, interference produces harsh results, and only the truly determined will attempt it. This Commission must have a meaningful opportunity to review mergers and changes of control. Only advance approval provides that opportunity.

/s/LORETTA M. LYNCH /s/ CARL WOOD

LORETTA M. LYNCH CARL WOOD

President Commissioner

May 23, 2001

San Francisco, California