- -------------------------------------------------------------------------------- SEC 2069 (11-01) Potential persons who are to respond to the collections of Previous information contained in this form are not required to respond versions unless the form displays a currently valid OMB control number. obsolete - -------------------------------------------------------------------------------- OMB APPROVAL United States OMB Number: 3235-0167 SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 2004 Washington, D.C. 20549 Estimated average burden hours per response.....1.50 Form 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITES EXCHANGE ACT OF 1934. Commission File Number 333-66032 --------- PG&E National Energy Group, Inc. --------------------------------- (Exact name of registrant as specified in its charter) 7600 Wisconsin Avenue Bethesda, Maryland 20814-6161 ----------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 10.375% Senior Notes due May 16, 2011 ------------------------------------- (Title of each class of securities covered by this Form) N/A ------------------------------------- (Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains) Please place an X in the box(es) to designate the appropriate rule provisions(s) relied upon to terminate or suspend the duty to file reports: Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(i) [ ] Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ] Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ] Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ] Rule 15d-6 [X] Approximate number of holders of record as of the certification or notice date: As of December 31, 2001: 47 As of December 31, 2002: 45 As of August 15, 2003: 41 Pursuant to the requirements of the Securities Exchange Act of 1934 PG&E National Energy Group, Inc. has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: September 24, 2003 BY: /s/ Thomas E. Legro ------------------------------ Thomas E. Legro Vice President, Controller and Chief Accounting Officer Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.