This paper considers a problem of multi-firm regulation where the regu
lator cannot make monetary transfers to or from firms. Otherwise, the
set-up is standard; two firms charging two-part tariffs sell in separa
te markets, and marginal costs are private information. Without transf
ers, the regulator faces an additional consumer participation constrai
nt that the representative consumer must wish to participate in the ma
rket in all states. The paper studies the second-best optimal regulato
ry scheme that respects this constraint, and shows that it has some su
rprising properties: (i) the regulator may wish to drive informational
rents down to zero even at the cost of some price distortion; (ii) co
nsumer surplus may be zero in some states; and (iii) the price that on
e firm charges is decreasing in the other's cost.