CONNECTICUT ENERGY CORP
U-3A-2/A, 1994-04-12
NATURAL GAS DISTRIBUTION
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                                                          File No. 69-244

                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.

                              FORM U-3A-2/A

                    Statement by Holding Company Claiming
                    Exemption Under Rule U-3A-2 from the
                      Provisions of the Public Utility
                        Holding Company Act of 1935

                    To Be Filed Annually Prior to March 1

                       CONNECTICUT ENERGY CORPORATION
                              (Name of Company)
   
hereby files with the Securities and Exchange Commission, pursuant 
to Rule 2, its statement claiming exemption as a holding company from 
the provisions of the Public Utility Holding Company Act of 1935, and 
submits the following information:

  1(a)  The name, State of organization, location and nature of
business of the claimant and every subsidiary thereof, other than any 
exempt wholesale generator ("EWG") or foreign utility company in which the
claimant directly or indirectly holds an interest are as follows:

  The name of the claimant is Connecticut Energy Corporation (the 
"claimant").  The claimant is incorporated under the laws of the State of 
Connecticut.  Its principal place of business and executive offices are 
located at 855 Main Street, Bridgeport, Connecticut 06604.  The claimant 
is not an operating company.  The business of the claimant consists of 
investing in, disposing of, buying, selling and otherwise dealing in the 
stock, bonds, securities and properties of the other corporations listed 
below in 1(b).  
     
  1(b)  The name, State of organization, location and nature of
business of every subsidiary of the claimant thereof, other than any 
exempt wholesale generator ("EWG") or foreign utility company in which
the claimant directly or indirectly holds an interest are as follows:
    
    (i)     The Southern Connecticut Gas Company ("Southern").  Southern is 
            incorporated under the laws of the State of Connecticut and has 
            its executive offices at 855 Main Street, Bridgeport,
            Connecticut 06604.  Southern is engaged in the retail 
            distribution and sale of natural gas for domestic, commercial 
            and industrial uses in southern Connecticut, primarily in the 
            New Haven and Bridgeport areas.  Incidental to the sale of
            gas, Southern sells gas water heaters, space heaters and air 
            conditioners.  Southern is subject to the jurisdiction of the 
            Connecticut Department of Public Utility Control as to
            accounting, rates, charges, certain operating matters and the 
            issuance of securities other than borrowings maturing in 
            twelve months or less.
 
     (ii)   SCG Gas Quest, Inc. ("Quest").  Quest is incorporated under 
            the laws of the State of Connecticut and has its executive 
            offices located at 855 Main Street, Bridgeport, Connecticut 
            06604.  Quest was engaged in the exploration, drilling for,
            production and development of oil and gas reserves located 
            in western New York state.  There has not been any drilling 
            activity within the last seven years, and as of February 1993,
            these operations have been sold and the corporation has been 
            dissolved.

     (iii)  SCG Pipelines, Inc. ("Pipelines").  Pipelines is incorporated 
            under the laws of the State of Connecticut and has its 
            executive offices located at 855 Main Street, Bridgeport,
            Connecticut 06604.  Pipelines was engaged in the transportation 
            of natural gas, primarily from fields where it is discovered 
            by Quest and other parties to points where it can interconnect
            with an interstate pipeline.  Such activities were taking 
            place in the State of New York.  As of February 1993, these 
            operations have been sold and the corporation has been dissolved.

     2.  A brief description of the properties of the claimant and each 
of its subsidiary public utility companies is as follows:

     (a)    The claimant -- The claimant has no properties other than the 
            common stock of the subsidiaries described above in 1(b).

     (b)    Southern -- A major portion of Southern's physical assets 
            consists of gas distribution facilities.  As of December 31, 
            1993, Southern had 2,051 miles of main and 118,098 service 
            connections.  Southern leases its corporate headquarters
            building in Bridgeport and leases an operating facility in 
            Orange.  It also owns a propane air facility in Trumbull 
            and certain properties in Bridgeport and New Haven that were 
            formally utilized as operating facilities.  Southern leases 
            an LNG plant in Milford.  All of such assets of Southern 
            are located in the State of Connecticut.  Substantially all 
            of Southern's utility properties and plant are subject to
            the lien of the indenture securing its first mortgage bonds.  
            Southern has no producing fields, gas manufacturing plants, 
            or pipelines which receive gas at the Connecticut border.
 
     3.  During the last calendar year and to date, only Southern
has been an operating public utility company, and the following
figures, therefore, relate to it alone:

     (a)    During the calendar year 1993, Southern sold 27,408,628 MCF 
            of natural or manufactured gas at retail.

     (b)    None

     (c)    None

     (d)    None      
   
     4.  The following information for the reporting period with respect 
to the claimant and each interest it holds directly or indirectly in an 
EWG or foreign utility company:

		   (a)    None

     (b)    None

     (c)    None

     (d)    None

     (e)    None
    
<PAGE>

                             EXHIBIT A

     Attached as Exhibit A is a consolidating statement of income and 
surplus of the claimant and its subsidiary companies for calendar 
year 1993, together with a consolidating balance sheet of the claimant 
and its subsidiary companies as of the close of such calendar year.
   
EXHIBIT B               Financial Data Schedule

	    At the time of this filing, a Financial Data Schedule is not required.

                             EXHIBIT C

	    Organizational chart showing the relationship of each EWG or foreign
utility company to associate companies in the holding company system:

     Not applicable.
    
     The above-named claimant has caused this statement to be duly executed 
on its behalf by its authorized officers on this 6th day of April, 1994.

                             CONNECTICUT ENERGY CORPORATION  
        
(Name of Claimant)                                                
   
                             By /s/ Vincent L. Ammann, Jr. 
                                    Vincent L. Ammann, Jr., Vice President  
                                    and Chief Accounting Officer
                                           
(Corporate Seal)

Attest:

/s/ Carol A. Forest
    Carol A. Forest, Vice President, Finance,
    Chief Financial Officer and Treasurer


Name, title and address of officer to whom notices and correspondence
concerning this statement should be addressed:

   
Vincent L. Ammann, Jr., Vice President and Chief Accounting Officer 
(Name)        (Title)
    
Connecticut Energy Corporation, 855 Main Street, Bridgeport, Connecticut
06604      
(Address)


<TABLE>
                                             CONNECTICUT ENERGY CORPORATION

                                             CONSOLIDATING INCOME STATEMENT
	  																																																	DECEMBER 31, 1993
EXHIBIT A      
<CAPTION>
                                                                                       ADJUSTMENTS
   							                   SOUTHERN         SCG           SCG          CEC           ELIMINATIONS        TOTAL     
ACCOUNT DESCRIPTION           CT GAS       GAS QUEST     PIPELINES     HOLDING     DEBIT       CREDIT      CEC
<S>                       <C>             <C>           <C>           <C>       <C>                    <C>                          
OPERATING REVENUES        $215,288,944    $  24,671                                                    $215,313,615    
PURCHASED GAS              114,849,465                                                                  114,849,465
- -------------------------------------------------------------------------------------------------------------------
 GROSS INCOME              100,439,479       24,671                                                     100,464,150

OPERATING EXPENSES
  OPERATIONS                42,318,370       22,831          443       7,715                             42,349,359
  MAINTENANCE                3,681,029                                                                    3,681,029
  DEPN/DEPLN/AMORTZTN.      12,249,319                                                                   12,249,319
  TAXES OTHER THAN INCOME   15,679,059                    (1,073)                                        15,677,986
  CCBT - CURRENT               311,842        6,345           16      12,234                                330,437
  FED INCOME TAXES-CURRENT   1,223,518       60,338       70,278      30,065                              1,384,199
  FED INCOME TAXES-DEFERRED  1,960,808                                            182,476                 2,143,284
- -------------------------------------------------------------------------------------------------------------------
  TOTAL OPERATING EXPENSES  77,423,945       89,514       69,664      50,014      182,476                77,815,613
  OPERATING INCOME          23,015,534      (64,843)     (69,664)    (50,014)    (182,476)               22,648,537

ALLOW FOR FUNDS DUR CONST      155,963                                                                      155,963
OTHER, NET                    (242,388)                              108,471      108,471    182,476        (59,912)
LEASED LAND INCOME              21,471                       																																                21,471
- -------------------------------------------------------------------------------------------------------------------
  TOTAL INCOME              22,950,580      (64,843)     (69,664)     58,457     (290,947)   182,476     22,766,059

INCOME DEDUCTIONS
  INT ON L.T. DEBT & AMORT  10,362,837                                                                   10,362,837
  OTHER INTEREST, NET        1,475,303                                                       108,471      1,366,832
  SUB PREFERRED ST DIV          31,272                                                                       31,272
  MISC INCOME DEDUCT           722,263       30,878       37,023                                            790,164
- -------------------------------------------------------------------------------------------------------------------
  TOTAL OTHER DEDUCTIONS    12,591,675       30,878       37,023                             108,471     12,551,105

NET INCOME TO COMMON      $ 10,358,905    $ (95,721)   $(106,687)   $ 58,457    $(290,947)  $290,947   $ 10,214,954               
                          ============    ==========   ==========   ========    ==========  ========   ============      
</TABLE>
<PAGE>
<TABLE>
 																		                       CONNECTICUT ENERGY CORPORATION     

                                           CONSOLIDATING BALANCE SHEET
                                                DECEMBER 31, 1993
EXHIBIT A
<CAPTION>
                                                                            ADJUSTMENTS
                                        SOUTHERN           CEC              ELIMINATIONS                TOTAL
ACCOUNT DESCRIPTION                      CT GAS          HOLDING        DEBIT         CREDIT             CEC
<S>                                  <C>              <C>            <C>            <C>             <C>       
  ASSETS:
     
UTILITY PLANT
  INTANGIBLES                        $    140,693                                                   $    140,693
  PRODUCTION                            3,313,637                                                      3,313,637
  STORAGE                               6,093,515                                                      6,093,515
  DISTRIBUTION                        283,544,732                                                    283,544,732
  GENERAL                              22,871,018                                                     22,871,018
- ---------------------------------------------------------------------------------------------------------------------              
    SUB TOTAL                         315,963,595 				                                               315,963,595
CONST. WORK IN PROGRESS                 2,511,274                                                      2,511,274   
NON UTILITY PROPERTY                        9,436                                                          9,436 
- ---------------------------------------------------------------------------------------------------------------------
  TOTAL PP&E                          318,484,305                                                    318,484,305
  LESS: ACCUM. DEPN.                   95,124,792                   																															   95,124,792
- ---------------------------------------------------------------------------------------------------------------------
  NET PP&E                            223,359,513                                                    223,359,513         
     
CURRENT ASSETS
  CASH                                    757,373       2,390,161                                      3,147,534
  ACCOUNTS RECEIVABLE
    TRADE                              35,676,164                                                     35,676,164
    OTHER                                 719,876         227,712                                        947,588
    INTERCOMPANY                           32,747                                        32,747
- ---------------------------------------------------------------------------------------------------------------------
  SUBTOTAL                             36,428,787         227,712                        32,747       36,623,752
  LESS: BAD DEBT ALLOW.                 3,679,578                                                      3,679,578
- ---------------------------------------------------------------------------------------------------------------------
  NET ACCTS. RECEIVABLE                32,749,209         227,712                        32,747       32,944,174

  UNBILLED REVENUES                     7,585,894                                                      7,585,894
  UNRECOV. PURCH GAS COSTS             10,649,462                                                     10,649,462
  FUEL STOCK                           15,723,093                                                     15,723,093
  PREPAID EXPENSES                      1,530,022                                                      1,530,022
- ----------------------------------------------------------------------------------------------------------------    
    TOTAL CURRENT ASSETS               68,995,053       2,617,873                        32,747       71,580,179   

  OTHER ASSETS
    INVESTMENT IN SUBS                                 69,672,477                    69,672,477
    UNAMORTIZED DEBT EXP               6,440,590                                                       6,440,590
    OTHER DEFERRED DEBITS             56,437,397              148     3,652,274                       60,089,819
- ----------------------------------------------------------------------------------------------------------------
    TOTAL OTHER ASSETS                62,877,987       69,672,625     3,652,274      69,672,477       66,530,409

   TOTAL ASSETS                      $355,232,553     $72,290,498    $3,652,274     $69,705,224     $361,470,101       
		                                   ============     ===========    ==========     ===========     ============
</TABLE>
<PAGE>
<TABLE>
 										                      CONNECTICUT ENERGY CORPORATION

                                  CONSOLIDATING BALANCE SHEET
                                       DECEMBER 31, 1993
EXHIBIT A
<CAPTION>
                                                                           ADJUSTMENTS
                                        SOUTHERN           CEC             ELIMINATIONS                TOTAL
ACCOUNT DESCRIPTION                      CT GAS          HOLDING        DEBIT         CREDIT             CEC
<S>                                  <C>              <C>            <C>            <C>             <C> 
  CAPITALIZATION:
  
COMMON STOCK                         $ 18,760,951     $ 7,530,924    $18,760,951                    $  7,530,924
CAPITAL STOCK EXPENSE                    (636,182)     (2,233,190)                                    (2,869,372)
CAPITAL IN EXCESS OF PAR VALUE         46,424,637      74,948,432     54,732,854                      66,640,215
ADJUSTMENT FOR MIN. PENSION LIAB.                                        108,148                        (108,148)
RETAINED EARNINGS                      36,442,202      (8,002,182)                  $3,821,328        32,261,348
- ----------------------------------------------------------------------------------------------------------------
  SUBTOTAL                            100,991,608      72,243,984     73,601,953     3,821,328       103,454,967
     
LONG-TERM DEBT                        120,511,000                                                    120,511,000
- ----------------------------------------------------------------------------------------------------------------
  TOTAL CAPITALIZATION                221,502,608      72,243,984     73,601,953     3,821,328       223,965,967
     
CURRENT LIABILITIES
  SHORT-TERM BORROWINGS                38,900,000                                                     38,900,000
  CURRENT PORT OF LT DEBT                 594,500                                                        594,500
  ACCOUNTS PAYABLE                     16,109,585           7,356                                     16,116,941
  REFUNDS DUE CUSTOMERS                   993,444                                                        993,444
  FEDERAL CORP TAXES                    6,177,024           3,640                                      6,180,664
  STATE CORP TAXES                       (173,090)          1,391                                       (171,699)
  PROPERTY TAXES                        4,794,910                                                      4,794,910  
  OTHER ACCRUED TAXES                   2,862,499           1,380                                      2,863,879 
  ACCOUNTS PAY-INTERCO                                     32,747         32,747
  INTEREST PAYABLE                      2,321,595                                                      2,321,595
  OTHER ACCRUED LIABILITIES             2,536,747                                                      2,536,747
  CUSTOMERS' DEPOSITS                   2,314,148                                                      2,314,148
- ----------------------------------------------------------------------------------------------------------------
  TOTAL CURRENT LIABILITIES            77,431,362          46,514         32,747                      77,445,129
     
OTHER LIABILITIES
  DEF FEDERAL INC TAX                  48,050,890                         55,713                      47,995,177
  DEF INVEST TAX CREDIT                 4,072,628                                                      4,072,628
  OTHER                                 4,175,065                                    3,816,135         7,991,200
- ----------------------------------------------------------------------------------------------------------------
  TOTAL OTHER LIABILITIES              56,298,583                         55,713     3,816,135        60,059,005   
     
  TOTAL CAPITAL & LIABILITIES        $355,232,553     $72,290,498    $73,690,413    $7,637,463      $361,470,101                
                                     ============     ===========    ===========    ==========      ============ 
</TABLE>
<PAGE>
<TABLE>
              	                           CONNECTICUT ENERGY CORPORATION

                              CONSOLIDATING STATEMENT OF CHANGES IN RETAINED EARNINGS
EXHIBIT A
<CAPTION>
                                              THE
                          CONNECTICUT      SOUTHERN      SCG GAS         SCG
                             ENERGY      CONNECTICUT      QUEST       PIPELINES      ADJUSTMENTS
                          CORPORATION       GAS CO.        INC.          INC.        ELIMINATIONS   CONSOLDIATED
- ----------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>           <C>            <C>            <C>            <C>     
BALANCE -
DEC. 31, 1992             ($2,511,370)   $35,524,749   ($4,309,811)   ($  954,215)    $3,821,328     $31,570,681

ADD: NET INCOME                58,457     10,390,177       (95,721)      (106,687)                    10,246,226

LESS: PREFERRED STOCK
      DIVIDENDS                              (31,272)                                                    (31,272)

LESS: COMMON STOCK
      DIVIDENDS               (82,835)    (9,441,452)                                                 (9,524,287)

TRANS.-RETAIN. EARNINGS    (5,466,434)                   4,405,532      1,060,902                            -0-
- ----------------------------------------------------------------------------------------------------------------
BALANCE -
DEC. 31, 1993             ($8,002,182)    $36,442,202   $      -0-     $      -0-     $3,821,328     $32,261,348   
                          ============    ===========   ==========     ==========     ==========     ===========     

</TABLE>


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