SEC Division of Corporation Finance no-action letter: Energy East Corporation

Dewey & LeBoeuf LLP
1301 Avenue of the Americas
New York, NY 10019-6092 tel (212) 259-8170 fax (212) 649-9425 Securities Exchange Act of 1934 - Rule 12h-3 Sections 13(a) and 15(d) cfletters@sec.gov Division of Corporation Finance Office of Chief Counsel 100 F Street, N.E. Washington, D.C. 20549 Re: Energy East Corporation (Commission File No. 1-14766) Ladies and Gentlemen:
On behalf of Energy East Corporation, a New York corporation (the “Company”), we hereby request that a no-action letter be issued advising us that the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concurs in the Company’s view that the effectiveness of the Company’s registration statements on Forms S-3 and S-8 during the fiscal year ended December 31, 2008, would not preclude the Company from utilizing Rule 12h-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to suspend the Company’s duty to file with the Commission the reports required by Sections 13(a) and 15(d) of the Exchange Act and the rules and regulations promulgated thereunder, with respect to the fiscal year in which the Company’s registration statements on Forms S-3 and S-8 either became effective or were required to be updated pursuant to Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”) (i.e., the fiscal year ended December 31, 2008). Unless otherwise indicated, each reference herein to a “Section” or “Rule” is to the corresponding Exchange Act section or rule promulgated thereunder, respectively. BACKGROUND On June 25, 2007, the Company, Iberdrola, S.A., a corporation organized under the laws of the Kingdom of Spain (“Iberdrola”) and Green Acquisition Capital, Inc., a New York Corporation and a wholly-owned subsidiary of Iberdrola (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). On September 16, 2008, pursuant to