CONNECTICUT ENERGY CORP
U-3A-2, 1994-02-25
NATURAL GAS DISTRIBUTION
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                                FORM U-3A-2
                                                     File No. 69-244

                     SECURITIES AND EXCHANGE COMMISSION
                              Washington, D. C.

                    Statement by Holding Company Claiming
                      Exemption Under Rule U-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 U-2, its statement claiming exemption as a holding company from the 
provisions of the Public Utility Holding Company Act of 1935.  In support of 
such claim for exemption the following information is submitted:

  1(a)  The name, state of organization, location and nature of business of 
the claimant 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 and has its principal place of business and executive offices 
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 stocks, 
bonds and securities 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 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.

<PAGE>

     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 formerly 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 field, 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 figure, therefore, relates 
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      

<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.

     The above-named claimant has caused this statement to be duly executed 
on its behalf by its authorized officers on this 24th day of February, 1994.

                                  CONNECTICUT ENERGY CORPORATION  
        
(Name of Claimant)                                                

                                  By /s/ J. R. Crespo 
                                         J. R. Crespo, Chairman, 
                                         President and Chief 
                                         Executive 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:


J. R. Crespo, Chairman, President & CEO 
(Name)        (Title)

Connecticut Energy Corporation, 855 Main Street, Bridgeport, Connecticut 06604
(Address)


<TABLE>

                                    CONNECTICUT ENERGY CORPORATION

							                             CONSOLIDATING INCOME STATEMENT
																																				YEAR ENDED 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>        <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 & AMORTRTN   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>

																																																						
<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 EX            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>


<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 ACCR LIAB                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>


<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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