July 29, 2005

Mr. Adam Wenner, Esq.
Chadbourne & Parke LLP
1200 New Hampshire Avenue, N. W.
Washington, D.C. 20036

Mr. William Weeden
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Ave., N.W.
Washington, D.C. 20005

Dear Sirs:

Enclosed is our response to your letter of July 29. By incorporating this letter in the enclosed copy of your letter, the Commission avoids having to recite or summarize the facts involved.

Based on the facts and representations in your letter of July 29, 2005, and without necessarily agreeing with your legal analysis, we would not recommend any enforcement action to the Commission under section 2(a)(7) of the Public Utility Holding Company Act of 1935 against EIF, Starwood or Atlantic if the proposed transaction takes place in the manner and under the circumstances described in your letter.

You should note that facts or conditions different from those presented in your letter might require a different conclusion. Further, this response expresses only the Division's position on enforcement action. It does not purport to express any legal conclusion on the questions presented.

David G. LaRoche
Special Counsel

Incoming Letter

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/investment/noaction/neptune072905.htm