Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Appaloosa LP
2. Date of Event Requiring Statement (Month/Day/Year)
03/29/2016
3. Issuer Name and Ticker or Trading Symbol
TerraForm Power, Inc. [TERP]
(Last)
(First)
(Middle)
51 JOHN F. KENNEDY PKWY, 
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Footnotes 1-4 below
5. If Amendment, Date Original Filed(Month/Day/Year)
04/01/2016
(Street)

SHORT HILLS, NJ 07078
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock 3,724,799
I
By Appaloosa Investment Limited Partnership I (1) (2) (3) (4)
Class A Common Stock 4,983,909
I
By Palomino Master Ltd. (1) (2) (3) (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Appaloosa LP
51 JOHN F. KENNEDY PKWY
SHORT HILLS, NJ 07078
      See Footnotes 1-4 below
APPALOOSA INVESTMENT LIMITED PARTNERSHIP I
C/O APPALOOSA LP
51 JOHN F. KENNEDY PARKWAY, 2ND FL.
SHORT HILLS, NJ 07078
      See Footnotes 1-4 below
Palomino Master Ltd.
51 JOHN F. KENNEDY PKWY
SHORT HILLS, NJ 07078
      See Footnotes 1-4 below
APPALOOSA MANAGEMENT LP
404 WASHINGTON AVENUE, SUITE 810
MIAMI, FL 33139
      See Footnotes 1-4 below
APPALOOSA PARTNERS INC
C/O APPALOOSA MANAGEMENT L.P.
404 WASHINGTON AVENUE, SUITE 810
MIAMI, FL 33139
      See Footnotes 1-4 below
Appaloosa Capital Inc.
51 JOHN F. KENNEDY PKWY
SHORT HILLS, NJ 07078
      See Footnotes 1-4 below
TEPPER DAVID A
C/O APPALOOSA LP
51 JOHN F. KENNEDY PKWY.
SHORT HILLS, NJ 07078
      See Footnotes 1-4 below

Signatures

/s/ David A. Tepper, President for Appaloosa Capital Inc., general partner of Appaloosa LP 05/13/2016
**Signature of Reporting Person Date

/s/ David A. Tepper, President for Appaloosa Capital Inc., general partner of Appaloosa LP, investment advisor of Appaloosa Investment Limited Partnership I 05/13/2016
**Signature of Reporting Person Date

/s/ David A. Tepper, President for Appaloosa Capital Inc., general partner of Appaloosa LP, investment advisor of Palomino Master Ltd. 05/13/2016
**Signature of Reporting Person Date

/s/ David A. Tepper, President for Appaloosa Capital Inc., general partner of Appaloosa Management L.P. 05/13/2016
**Signature of Reporting Person Date

/s/ David A. Tepper, President for Appaloosa Partners Inc. 05/13/2016
**Signature of Reporting Person Date

/s/ David A. Tepper, President for Appaloosa Capital Inc. 05/13/2016
**Signature of Reporting Person Date

/s/ David A. Tepper 05/13/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This Form 3 amendment is being filed to update the original Form 3 filed on April 1, 2016. Appaloosa LP, a Delaware limited partnership ("ALP"), filed a Form 3 on April 1, 2016 based on the outstanding number of shares of Class A common stock, par value $0.01 ("Class A Common Stock"), as of October 31, 2015, as reported in TerraForm Power, Inc.'s (the "Issuer") Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015. As of May 5, 2016, the Issuer had not publicly updated its outstanding number of shares of Class A Common Stock, since that prior Form 10-Q filing. However, the Issuer's controlling shareholder, SunEdison, Inc., was aware of and was party to the December 29, 2015 transaction which resulted in, the increase in the number of the Issuer's outstanding shares of the Class A Common Stock, and SunEdison, Inc. disclosed the increased share number in its bankruptcy filing on April 21, 2016.
(2) As of the date of this Form 3 amendment, the Issuer still has not filed any periodic report disclosing the increased number of shares of its Class A Common Stock. On May 5, 2016, representatives of the Issuer informed ALP in a telephonic conversation that as of January 29, 2016, it had 92,194,966 shares of Class A Common Stock outstanding, and that as of April 21, 2016, it had 91,280,208 shares of Class A Common Stock outstanding. Accordingly, ALP was never a 10% holder of the Class A Common Stock of the Issuer, and ALP is filing this Form 3 amendment to update the Form 3 filed on April 1, 2016 to report a decrease in their percentage ownership (but not a change of beneficial ownership) of the Class A Common Stock resulting solely from a previously unreported increase in the number of outstanding shares of Class A Common Stock.
(3) This report on Form 3 relates to the Class A Common Stock of the Issuer, held for the account of Appaloosa Investment Limited Partnership I, a Delaware limited partnership ("AILP"), and Palomino Master Ltd., a British Virgin Islands company ("Palomino Master"). ALP serves as investment adviser to each of AILP and Palomino Master. Appaloosa Management L.P., a Delaware limited partnership ("AMLP"), is the general partner of AILP; Appaloosa Partners Inc., a Delaware corporation ("API"), is the general partner of AMLP; and Appaloosa Capital Inc., a Delaware corporation ("ACI"), is the general partner of ALP. Mr. Tepper is sole stockholder and president of API and the controlling stockholder and president of ACI.
(4) As a result of the foregoing relationships, each of ALP, AMLP, ACI, API and Mr. Tepper may be deemed to have voting and dispositive power over the Class A Common Stock held for the account of AILP; and each of ALP, ACI and Mr. Tepper may be deemed to have voting and dispositive power over the Class A Common Stock held for the account of Palomino Master. Each of AILP, Palomino Master, AMLP, API, ALP, ACI and Mr. Tepper disclaims beneficial ownership of the reported shares of Class A Common Stock, except to the extent of such person's pecuniary interest therein, if any, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of any or all of the reported shares for purposes of Section 16 of the Exchange Act of 1934, as amended, or for any other purpose.

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