LEBOEUF, LAMB, GREENE & MACRAE L.L.P. A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS NEW YORK 125 West 55th Street LONDON WASHINGTON, D.C. New York, NY 10019-5389 (A LONDON-BASED ALBANY (212) 424-8000 MULTINATIONAL PARTNERSHIP) BOSTON PARIS DENVER FACSIMILE: (212) 424-8500 BRUSSELS HARRISBURG JOHANNESBURG HARTFORD DIRECT DIAL: (212) 424-8455 (PTY) LTD. HOUSTON E-MAIL ADDRESS: TXBARANC@LLGM.COM MOSCOW JACKSONVILLE RIYADH LOS ANGELES (AFFILIATED OFFICE) NEWARK TASHKENT PITTSBURGH BISHKEK SALT LAKE CITY ALMATY SAN FRANCISCO BEIJING August 25, 2003 BY EDGAR U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Withdrawal of Post Effective Amendment No. 7 to Form U-1 Application filed on July 30, 2003 in SEC File No. 70-9985 and Re-filing of Amendment ----------------------------------------------------------------- Dear Sir or Madam: On July 30, 2003, E.ON AG ("E.ON") filed Post-Effective Amendment No. 7 to its application on Form U-1 in SEC File No. 70-9985 in connection with the deregistration of intermediate holding companies of Powergen Ltd. (formerly Powergen plc). This amendment is being withdrawn and re-filed as Post-Effective Amendment No. 1 to E.ON's application on Form U-1 in SEC File No. 70-9961. By this letter, E.ON withdraws the Post-Effective Amendment No. 7 filed in SEC File No. 70-9985 on July 30, 2003, together with all exhibits thereto. Today, E.ON will file Post-Effective Amendment No. 1 to its application on Form U-1 under the correct file number, SEC File No. 70-9961. Please contact me at (212) 424-8455 with any questions regarding this matter. Sincerely, /s/ Tia S. Barancik Tia S. Barancik Attorney for E.ON AG