1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
SCHEDULE 14D-1

Tender Offer Statement Pursuant to Rule 14(d)(1) Under The
Securities Exchange Act of 1934

COMPANIA BOLIVIANA de ENERGIA ELECTRICA S.A. -
BOLIVIAN POWER COMPANY LIMITED
--------------------------------------------------------------------------------
(Name of Subject Company)

Tosli Acquisition B.V.
Tosli Investments N.V.
NRG Energy, Inc.
Nordic Power Invest AB
Vattenfall AB
--------------------------------------------------------------------------------
(Bidders)

Common Shares, without nominal or par value
--------------------------------------------------------------------------------
(Title of Class of Securities)

204425 102
--------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)

David H. Peterson
Compania Boliviana de Energia Electrica S.A. -
Bolivian Power Company Limited
Obrajes, Ave. Hernando Siles #5635
Entre Calles 10 y 11
La Paz, Bolivia
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidders)

with a copy to:
Frank Voigt, Esq.
Dorsey & Whitney LLP
Pillsbury Center South
220 South Sixth Street
Minneapolis, Minnesota 55402
(612) 340-2781

2

CALCULATION OF FILING FEE

================================================================================
Transaction Valuation*                          Amount of Filing Fee**
================================================================================

$84,051,500                                       $16,810
================================================================================

*     For purposes of calculating the filing fee only.  Assumes the purchase 
of 4,202,575 common shares (the "Shares") at a purchase price of U.S. 
$20.00 net per Share in cash.  Such number of Shares represents all 
the Shares outstanding as of August 11, 1999.

**    The amount of the filing fee, calculated in accordance with Rule
0-11(d) under the Securities Exchange Act of 1934, as amended, equals
1/50th of one percent of the aggregate cash offered by the bidder.

/X/   Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: $16,810           Filing Parties: Tosli Acquisition B.V.
Tosli Investments N.V.
NRG Energy, Inc.
Nordic Power Invest AB
Vattenfall AB

Form or Registration No.: Schedule 13E-3             Date Filed: August 26, 1999

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TENDER OFFER

This Amendment No. 2 dated November 9, 1999 to the Tender Offer Statement
on Schedule 14D-1 (this "Statement") dated August 26, 1999 (the "Schedule 14D-1)
relates to the offer by Tosli Acquisition B.V., a Netherlands private limited
liability company and a wholly-owned subsidiary of Tosli Investments N.V., a
Netherlands public limited liability company that is equally owned, through
subsidiaries, by NRG Energy, Inc., a Delaware corporation and a wholly-owned
subsidiary of Northern States Power Company, a Minnesota corporation, and Nordic
Power Invest AB, a Swedish corporation and a wholly-owned subsidiary of
Vattenfall AB, a Swedish corporation that is wholly-owned by the State of
Sweden, to purchase all of the outstanding common shares (the "Shares"), without
nominal or par value, of Compania Boliviana de Energia Electrica S.A. - Bolivian
Power Company Limited, a Nova Scotia corporation (the "Company"), at a purchase
price of U.S. $20.00 per Share, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated August 26,
1999, and in the related Letter of Transmittal, which, as amended from time to
time, together constitute the "Offer," and the Supplement to the Offer to
Purchase, dated October 26, 1999.

ITEM 6.  INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)-(b) Item 6 is hereby amended and supplemented by addition of the
following information thereto:

At 12:00 Midnight, New York City time on November 8, 1999, the Offer
expired. A total of approximately 89,566 Shares (including Shares
tendered by guaranteed delivery) were tendered and accepted for
payment, representing approximately 2.13 percent of the Shares. The
Company, whose shares are not listed on a national securities exchange
and whose shares are currently registered under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), intends to terminate such
registration. Registration of the Shares under the Exchange Act may be
terminated upon application of the Company to the Securities and
Exchange Commission, if there are fewer than 300 record holders of the
Shares. Based on a preliminary count from the Depositary for the tender
offer, U.S. Bank Trust National Association, as of the time of the
expiration of the Offer, the estimated number of record holders, after
taking into account the Shares tendered and accepted pursuant to the
tender offer, is approximately 265.

ITEM 10. ADDITIONAL INFORMATION.

Item 10 is hereby amended and supplemented by addition of the following
information thereto:

A copy of the Company's press release announcing the successful
completion of the Offer is filed as Exhibit (a)(12) to the Schedule
14D-1 and is incorporated herein by reference.

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

(a)(12)  Press Release issued by the Company, dated November 9, 1999.*

*        Filed herewith.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

Dated: November 9, 1999             Tosli Acquisition B.V.

By: /s/ Valorie A. Knudsen
-----------------------------------------
Valorie A. Knudsen
Director of Tosli Investments N.V.

And By: /s/ Gunnar Vallin
-------------------------------------
Gunnar Vallin
Director of Tosli Investments N.V.

Tosli Investments N.V.

By: /s/ Valorie A. Knudsen
-----------------------------------------
Valorie A. Knudsen
Director

And By: /s/ Gunnar Vallin
-----------------------------------------
Gunnar Vallin
Director

NRG Energy, Inc.

By: /s/ Valorie A. Knudsen
-----------------------------------------
Valorie A. Knudsen
Vice President, Corporate Strategy and
Emerging Markets

Nordic Power Invest AB

By: /s/ Gunnar Vallin
-----------------------------------------
Gunnar Vallin
President

Vattenfall AB

By: /s/ Gunnar Vallin
-----------------------------------------
Gunnar Vallin
Senior Vice President

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EXHIBIT INDEX

(a)(12)  Press Release issued by the Company, dated November 9, 1999.*

*        Filed herewith.

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PRESS RELEASE                                                 NOVEMBER 9, 1999

TOSLI ACQUISITION B.V. SUCCESSFULLY COMPLETES TENDER OFFER FOR COMPANIA
BOLIVIANA de ENERGIA ELECTRICA S.A. - BOLIVIAN POWER COMPANY LIMITED

New York, New York - November 9, 1999. Today, Compania Boliviana de Energia
Electrica S.A. - Bolivian Power Company Limited (the "Company") announced that
the tender offer of Tosli Acquisition B.V. for all outstanding shares of the
Company's common stock expired at 12:00 Midnight, New York City time, on Monday,
November 8, 1999.

As of the expiration of the Offer, based on a preliminary count from the
Depositary for the tender offer, U.S. Bank Trust National Association,
approximately 89,566 outstanding shares of the Company were tendered, and
accepted for payment. These tendered shares represent approximately 2.13%
percent of the outstanding shares of the common stock of the Company, or 109
registered holders.

The Company, whose Shares are not listed on a national securities exchange and
whose Shares are currently registered under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), intends to terminate such registration.
Registration of the Shares under the Exchange Act may be terminated upon
application of the Company to the Securities and Exchange Commission, if there
are fewer than 300 record holders of the Shares. Based on a preliminary count
from the Depositary for the tender offer, the number of remaining record
holders, after taking into account the Shares tendered and accepted pursuant to
the tender offer, is approximately 265.