CHOATE, HALL & STEWART LLP
William C. Rogers
(617) 248-5043
wrogers@choate.com
September 5, 2006
VIA EDGAR
Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
Re: | Nevada Power Company |
Registration Statement on Form S-4, File No. 333-134801
Dear Ladies and Gentlemen:
On behalf of our client, Nevada Power Company (the “Company”), we are transmitting herewith for filing the Company’s Pre-Effective Amendment No. 1 on Form S-4/A to Registration Statement on Form S-4, file no. 333-134801, filed on June 7, 2006 (as amended, the “Registration Statement”), for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (a) $210,000,000 aggregate principal amount of its 5.95% General and Refunding Mortgage Notes, Series M, due 2016, (b) $370,000,000 aggregate principal amount of its 6.650% General and Refunding Mortgage Notes, Series N, due 2036, and (c) $325,000,000 aggregate principal amount of its 6.50% General and Refunding Mortgage Notes, Series O, due 2018 (the “New Notes”) and for the qualification under the Trust Indenture Act of 1939, as amended, of the General and Refunding Mortgage Indenture, dated as of May 1, 2001, between the Company and The Bank of New York, as Trustee, as amended and supplemented to the date hereof, under which the Old Notes (as defined below) have been issued and the New Notes are to be issued.
Pursuant to the exchange offers described in the Registration Statement (the “Exchange Offers”), the New Notes are to be issued in exchange for a corresponding series of outstanding notes of the Company having substantially identical terms, sold in reliance upon Rule 144A under the Securities Act (the “Old Notes”). The Company is registering the New Notes, to be offered in the Exchange Offers, in reliance on the position of the Staff of the Securities and Exchange Commission (the “Commission”) enunciated in a series of “no-action” letters commencing withExxon Capital Holdings Corporation (available May 13, 1988) and includingMorgan Stanley and Co., Inc. (available June 5, 1991), as interpreted in the Commission’s letter toShearman & Sterling dated July 2, 1993. The Company has requested us to advise the Commission of the following representations and statements in connection with the Exchange Offers:
Securities and Exchange Commission
September 5, 2006
Page 2
1. | The Company has not entered into any arrangement or understanding with any person (including any broker-dealer) to distribute the New Notes to be received in the Exchange Offers and, to the best of the Company’s information and belief, each person (including any broker-dealer) participating in the Exchange Offers will acquire the New Notes in the ordinary course of business and with no arrangement or understanding with any person to participate in a distribution of New Notes to be received in the Exchange Offers. |
2. | The prospectus contained in the Registration Statement discloses, in the section titled “The Exchange Offers,” that any broker-dealer that holds Old Notes acquired for its own account as a result of market-making activities or other trading activities and receives New Notes in exchange for such Old Notes pursuant to the applicable Exchange Offers may be deemed to be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes (it being understood that such prospectus may be the prospectus contained in the Registration Statement since such prospectus refers to such resales in the section titled “Plan of Distribution”). |
3. | The Letter of Transmittal, which must be signed or otherwise agreed to by or on behalf of an exchange offeree in order to participate in the applicable Exchange Offer, contains a provision to the effect that any exchange offeree that is a broker-dealer holding Old Notes acquired for its own account as a result of market-making activities or other trading activities will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes received in respect of such Old Notes pursuant to the applicable Exchange Offer (it being understood that such prospectus may be the prospectus contained in the Registration Statement, as aforesaid). |
By separate letter, the Company has requested acceleration of the Registration Statement on Thursday, September 7, 2006 or as soon thereafter as practicable.
Please do not hesitate to contact the undersigned at (617) 248-5043 or Eunice Kim Chapon of this office at (617) 248-5256, should you have any questions regarding this letter or the Registration Statement.
Very truly yours,
CHOATE, HALL & STEWART LLP
Counsel to Nevada Power Company
By: /s/ William C. Rogers
William C. Rogers