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UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF NEW YORK


UNITED STATES OF AMERICA,    

                  Plaintiff,

                  -v-

ROCHESTER GAS & ELECTRIC
CORPORATION,

                  Defendant.

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97-CV-6294T


CERTIFICATE OF COMPLIANCE


Plaintiff, United States of America, hereby certifies that it has complied within the provisions of the Antitrust Procedures and Penalties Act, 14 U.S.C. § 16(b)-(d) and states:

1. February 20, 1998 and March 20, 1998, respectively;

2. Competitive Impact Statement were published in the Federal Register on March 31, 1998, 63 Fed. Reg. 15,432-37 (1998);

3. Pursuant to 15 U.S.C. § 16 (c), a summary of the terms of the proposed Final Judgment and Competitive Impact Statement were published:

  1. in the Washington Post, a newspaper of general circulation in the District of Columbia, during the period March 26, 1998 and April 1, 1998, and

  2. in the New York Times, a newspaper of general circulation in the state of New York, during the period March 26, 1998 and April 1, 1998;


 4. 31, 1998, and terminated on May 29, 1998;

5. The United States received no comments from members of the public concerning the proposed Final Judgment;

6.  Defendants have complied with the requirements of 15 U.S.C. § 16(g);

7.  Pursuant to the Stipulation filed on February 20, 1998, and 15 U.S.C. § 16(e), the Court may enter the Final Judgment after it determines that the Judgment serves the public interest;

8.  Plaintiff's Competitive Impact Statement demonstrates that the proposed Final Judgment satisfies the public interest standard of 15 U.S.C. § 16(e); and

9.   Plaintiff requests that this Court enter the Final Judgment without further hearings and is authorized by counsel for Defendants to state that Defendants join in this request.

Dated: June 8, 1998.

DEPARTMENT OF JUSTICE
   ANTITRUST DIVISION

_______________/s/________________
Jade Alice Eaton
Transportation, Energy &
   Agriculture Section
325 Seventh Street, N.W.
Suite 500
Washington, D.C. 20530
(202) 307-6316