Company Name: Niagara Mohawk Holdings, Inc.
Public Availability Date: March 20, 2000

Document Sections:

LETTER OF INQUIRY
APPENDIX
STAFF REPLY LETTER

[LETTER OF INQUIRY]

January 7, 2000

Securities and Exchange Commission,
Office of Chief Counsel,
Division of Corporate Finance,
450 Fifth Street, N.W.,
Washington, D.C. 20549.

Re: Niagara Mohawk Holdings, Inc.
Shareholder Proposal of
the Benedictine Sisters and
Sisters of St. Joseph of Carondelet
Securities Exchange Act of 1934;
Rule 14a-8(i)(12)(iii)

Ladies and Gentlemen:

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, our client, Niagara Mohawk Holdings, Inc. (the "Company"), hereby gives notice of its intention to omit from its proxy statement and form of proxy (collectively, the "Proxy Materials") for its 2000 Annual Meeting a proposal (the "Proposal") submitted by both the Benedictine Sisters and the Sisters of St. Joseph of Carondelet (the "Proponents") by letters dated November 30, 1999 and December 1 and 2, 1999, respectively, for the reasons hereinafter set forth.

On behalf of our client, we request that the staff of the Division of Corporation Finance (the "Division") respond to this letter by stating that it will not recommend any enforcement action to the Securities and Exchange Commission (the "Commission") if the Company omits the Proposal from its Proxy Materials.

The Proponents's letters containing the Proposal are attached as Exhibit A-C. The Proposal is that the Shareholders request that the Company endorse the CERES Principles.

The Proposal may be omitted under Rule 14a-8(i)(12)(iii).

Pursuant to Rule 14a-8(i)(12)(iii), a proposal may be omitted if it deals with substantially the same subject matter as another proposal that has been previously submitted three or more times within the preceding 5 calendar years, which proposal received less than 10% of the vote on its last submission. This same proposal, submitted by the Benedictine Sisters, has been included in the Company's 1997, 1998 and 1999 proxy materials, and received 8.5% of the vote in 1999. See, accord, BankBoston Corporation (available May 27, 1999); General Motors Corporation (available March 18, 1999) and Chevron Corporation (available March 4, 1999).

For the reasons given above, we respectfully request that the Division will not recommend any enforcement action from the Commission if the Proposal is omitted from the Comp's Proxy Materials for the 2000 Annual Meeting. We are sending the Proponents a copy of this letter, and are advising them of the Company's intent to exclude their Proposal from the Proxy Materials for the 2000 Annual Meeting. If the Division disagrees with the Company's conclusion that the proposal may be omitted from the 2000 Proxy Materials, we request the opportunity to confer with the staff prior to the final determination of the Division's position. If you wish any further information on this matter, please call me at (202) 956-7515.

Very truly yours,

Janet T. Geldzahler

cc: Sister Susan Mika
Mary O'Brien, CSJ

[APPENDIX]

ENDORSEMENT OF THE CERES PRINCIPLES FOR PUBLIC ENVIRONMENTAL ACCOUNTABILITY

WHEREAS:

All leaders of industry in the United States now acknowledge their obligation to pursue superior environmental performance and to disclose information about that performance to their investors and other stakeholders.

The integrity, utility, and comparability of environmental disclosure depends on the creation of environmental reports that employ a common format, use credible metrics, and follow a set of a generally accepted environmental disclosure standards.

The Coalition for Environmentally Responsible Economies (CERES), a ten year old partnership among some of the largest investors, environmental groups, and corporations in the country, has established what we believe is the most thorough and well-respected environmental disclosure form in the United States.

CERES has also gathered leading international organizations, including the United Nations Environment Programme, into a collaborative Global Reporting Initiative to guide and accelerate the worldwide trend toward standardized environmental reporting.

The CERES Principles and the CERES Report have already been adopted by leading firms in highly diverse industries such as Bank America, Baxter International, Bethlehem Steel, Coca-Cola, General Motors, Interface, ITT Industries, Pennsylvania Power and Light, Polaroid, and Sun Company.

We believe endorsing the CERES Principles commits a company to the prudent oversight of its financial and physical resources through: 1) protection of the biosphere; 2) sustainable use of natural resources; 3) waste reduction; 4) energy conservation; 5) risk reduction; 6) safe products/services; 7) environmental restoration; 8) informing the public; 9) management commitment; 10) audits and reports. (The full text of the CERES Principles and accompanying CERES Report form are obtainable from CERES, 11 Arlington Street, Boston Massachusetts 02116, (617) 247-0700 or at www.ceres.org).

RESOLVED: Shareholders request that the company endorse the CERES Principles as a reasonable and beneficial component of their corporate commitment to be publicly accountable for environmental performance.

SUPPORTING STATEMENT

Recent studies show that the integration of environmental commitment into business operations provide competitive advantage and improve long-term financial performance for companies. In addition, the depth of a firm's environmental commitment and the quality with which it manages its environmental performance provide us with indicators of the foresight of its management.

Given investors' needs for credible information about a firm's environmental performance, and given the large number of companies that have already endorsed the CERES Principles and adopted its report format, endorsement of the CERES Principles is a reasonable, widely accepted step for any company wishing to demonstrate its seriousness about superior environmental performance.

The goal of the CERES Principles is continuous improvement in corporate environmental performance, coupled with public accountability. One cannot measure improvement without having data over time. Standardizing that data enables investors to assess environmental progress within and across industries. By endorsing the CERES Principles, a company agrees to a single consistent standard for environmental reporting. An endorsing company works with CERES and other endorsing companies in setting that reporting standard.

Your vote FOR this resolution serves the best interests of our Company and its shareholders.

[STAFF REPLY LETTER]

March 20, 2000

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Niagara Mohawk Holdings, Inc.
Incoming letter dated January 7, 2000

The proposal requests that Niagara Mohawk Holdings endorse the CERES Principles as a component of its commitment to be publicly accountable for its environmental performance.

We are unable to concur in your view that Niagara Mohawk Holdings may exclude the proposal under rule 14a-8(i)(12)(iii). We note in this regard that Niagara Mohawk Holdings was formed in 1998, and that no argument has been made to show that Niagara Mohawk Holdings may rely on its predecessor corporation's submission to a shareholder vote of proposals with substantially similar subject-matters in, respectively, the 1997 and 1998 proxy seasons. Accordingly, we do not believe that Niagara Mohawk Holdings may omit the proposal from its proxy materials in reliance on that rule.

Sincerely,

Michael Ferraro
Attorney-Advisor