NORTHEAST NUCLEAR ENERGY CO, U-13-60, 1995-04-26

NORTHEAST NUCLEAR ENERGY CO
U-13-60, 1995-04-26

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Form U -13 - 60
Mutual and Subsidiary Service Companies

ANNUAL REPORT

FOR THE PERIOD

Beginning January 1, 1994 and Ending December 31, 1994

TO THE

U. S. SECURITIES AND EXCHANGE COMMISSION

NORTHEAST NUCLEAR ENERGY COMPANY

A Subsidiary Service Company

Date of Incorporation - November 14, 1950

State of Sovereign Power under which Incorporated or
Organized - Connecticut

Location of Principal Executive Offices of Reporting
Company - Selden Street, Berlin, CT 06037

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

John W. Noyes, Vice President and Controller,
P.O. Box 270, Hartford, CT 06141-0270

Name of Principal Holding Company Whose Subsidiaries
are served by Reporting Company

NORTHEAST UTILITIES

INSTRUCTIONS FOR USE ON FORM U-13-60

1. TIME OF FILING

Rule 94 provides that on or before the first day of May in each calendar
year, each mutual service company and each subsidiary service company as to
which the Commission shall have made a favorable finding pursuant to Rule 88,
and every service company whose application for approval or declaration
pursuant to Rule 88 is pending shall file with the Commission an annual
report on Form U-13-60 and in accordance with the instructions for that form.

2. NUMBER OF COPIES

Each annual report shall be filed in duplicate. The company should prepare
and retain at least one extra copy for itself in case correspondence with
reference to the report becomes necessary.

3. PERIOD COVERED BY REPORT

The first report filed by any company shall cover the period from the date
the Uniform System of Accounts was required to be made effective as to that
company under Rules 82 and 93 to the end of that calendar year. Subsequent
reports should cover a calendar year.

4. REPORT FORMAT

Reports shall be submitted on the forms prepared by the Commission. If the
space provided on any sheet of such form is inadequate, additional sheets may
be inserted of the same size as a sheet of the form or folded to such size.

5. MONEY AMOUNTS DISPLAYED

All money amounts required to be shown in financial statements may be
expressed in whole dollars, in thousands of dollars or in hundred thousands
of dollars, as appropriate, and subject to provisions of Regulation S-X
(Section 210.3-0.1(b)).

6. DEFICITS DISPLAYED

Deficits and other like entries shall be indicated by the use of either
brackets or a parenthesis with corresponding reference in footnotes.
(Regulation S-X, (Section 210.3-0.1(c)).

7. MAJOR AMENDMENTS OR CORRECTIONS

Any company desiring to amend or correct a major omission or error in a
report after it has been filed with the Commission shall submit an amended
report including only those pages, schedules, and entries that are to be
amended or corrected. A cover letter shall be submitted requesting the
Commission to incorporate the amended report changes and shall be signed by a
duly authorized officer of the company.

8. DEFINITIONS

Definitions contained in Instruction 01-8 to the Uniform System of Accounts

for Mutual Service Companies and Subsidiary Service Companies, Public Utility
Holding Company Act of 1935, as amended February 2, 1979 shall be applicable
to words or terms used specifically within this Form U-13-60.

9. ORGANIZATION CHART

The service company shall submit with each annual report a copy of its
current organization chart.

10. METHODS OF ALLOCATION

The service company shall submit with each annual report a listing of the
currently effective methods of allocation being used by the service company
and on file with the Securities and Exchange Commission pursuant to the
Public Utility Holding Company Act of 1935.

11. ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED

The service company shall submit with each annual report a copy of the annual
statement supplied to each associate company in support of the amount of
compensation for use in capital billed during the calendar year.

LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
---------------------------------------------

Schedule or Page

Description of Schedules and Accounts Acct. No. No.
- ------------------------------------- ------------------- -----
COMPARATIVE BALANCE SHEET Schedule I 4-5

SERVICE COMPANY PROPERTY Schedule II 6-7

ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF SERVICE COMPANY Schedule III 8

INVESTMENTS Schedule IV 9

ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES Schedule V 10

FUEL STOCK EXPENSES UNDISTRIBUTED Schedule VI 11

STORES EXPENSE UNDISTRIBUTED Schedule VII 12

MISCELLANEOUS CURRENT AND ACCRUED ASSETS Schedule VIII 13

MISCELLANEOUS DEFERRED DEBITS Schedule IX 14

RESEARCH, DEVELOPMENT, OR DEMONSTRATION
EXPENDITURES Schedule X 15

PROPRIETARY CAPITAL Schedule XI 16

LONG-TERM DEBT Schedule XII 17

CURRENT AND ACCRUED LIABILTIES Schedule XIII 18

NOTES TO FINANCIAL STATEMENTS Schedule XIV 19

COMPARATIVE INCOME STATEMENT Schedule XV 20

ANALYSIS OF BILLING - ASSOCIATE COMPANIES Account 457 21

ANALYSIS OF BILLING - NONASSOCIATE COMPANIES Account 458 22

ANALYSIS OF CHARGES FOR SERVICE - ASSOCIATE
AND NONASSOCIATE COMPANIES Schedule XVI 23

SCHEDULE OF EXPENSE BY DEPARTMENT OR SERVICE
FUNCTION Schedule XVII 24-25

DEPARTMENTAL ANALYSIS OF SALARIES 26

OUTSIDE SERVICES EMPLOYED 27

EMPLOYEE PENSIONS AND BENEFITS Account 926 28

GENERAL ADVERTISING EXPENSES Account 930.1 29

MISCELLANEOUS GENERAL EXPENSES Account 930.2 30

RENTS 31

TAXES OTHER THAN INCOME TAXES Account 408 32

DONATIONS Account 426.1 33

OTHER DEDUCTIONS Account 426.5 34

NOTES TO STATEMENT OF INCOME Schedule XVIII 35

LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
--------------------------------------------

Page
Description of Reports or Statements No.
- ------------------------------------ -----

ORGANIZATION CHART 36

METHODS OF ALLOCATION 37

ANNUAL STATEMENT OF COMPENSATION FOR
USE OF CAPITAL BILLED 38

SIGNATURE PAGE 39

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

SCHEDULE I - COMPARATIVE BALANCE SHEET

Give balance sheet of the Company as of December 31 of the current and prior year.
- ------- --------------------------------------------------------- ------------- -----------
ACCOUNT ASSETS AND OTHER DEBITS AS OF DECEMBER 31
- ------- --------------------------------------------------------- ------------- -----------
1994 1993
SERVICE COMPANY PROPERTY (Thousands of Dollars)
------------------------
<S> <C> <C>
101 Service company property (Schedule II) $ 37,359 $ 15,596
107 Construction work in progress (Schedule II) 1,553 11,803
----------- -----------
Total Property 38,912 27,399
----------- -----------
108 Less accumulated provision for depreciation and
amortization of service company property (Schedule III) 7,848 6,700
----------- -----------
Net Service Company Property 31,064 20,699
----------- -----------
INVESTMENTS
-----------
123 Investments in associate companies (Schedule IV) - -
124 Other investments (Schedule IV) - -
----------- -----------
Total Investments - -
----------- -----------
CURRENT AND ACCRUED ASSETS
--------------------------
131 Cash - 6
134 Special deposits - -
135 Working funds 5 8
136 Temporary cash investments (Schedule IV) - -
141 Notes receivable - -
143 Accounts receivable 16,391 1,396
144 Accumulated provision of uncollectible accounts - -
146 Accounts receivable from associate companies (Schedule V) 74,628 44,887
152 Fuel stock expenses undistributed (Schedule VI) - -
154 Materials and supplies 67,486 72,439
163 Stores expense undistributed (Schedule VII) 1 136
165 Prepayments 5,765 4,326
174 Miscellaneous current and accrued assets (Schedule VIII) - -
----------- -----------
Total Current and Accrued Assets 164,276 123,198
----------- -----------
DEFERRED DEBITS
---------------
181 Unamortized debt expense 169 88
184 Clearing accounts 3 4
186 Miscellaneous deferred debits (Schedule IX) 2,718 4,133
188 Research, development, or demonstration
expenditures (Schedule X) - -
190 Accumulated deferred income taxes 2,424 2,827
----------- -----------
Total Deferred Debits 5,314 7,052
----------- -----------
TOTAL ASSETS AND OTHER DEBITS $ 200,654 $ 150,949
=========== ===========
</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

SCHEDULE I - COMPARATIVE BALANCE SHEET

----------- -----------

CURRENT AND ACCRUED LIABILITIES
-------------------------------
231 Notes payable - -
232 Accounts payable 49,246 25,333
233 Notes payable to associate companies (Schedule XIII) 6,000 7,500
234 Accounts payable to associate companies (Schedule XIII) 3,507 4,324
236 Taxes accrued 2,957 5,191
237 Interest accrued - -
238 Dividends declared - -
241 Tax collections payable 354 392
242 Miscellaneous current and accrued - -
liabilities (Schedule XIII) 81,901 52,678
----------- -----------
Total Current and Accrued Liabilities 143,965 95,418
----------- -----------
DEFERRED CREDITS
----------------
253 Other deferred credits 14,065 13,359
255 Accumulated deferred investment tax credits 1,372 803
----------- -----------
Total Deferred Credits 15,437 14,162
----------- -----------
282 ACCUMULATED DEFERRED INCOME TAXES - -
--------------------------------- ----------- -----------

TOTAL LIABILITES AND PROPRIETARY CAPITAL 200,654 150,949
=========== ===========

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE II - SERVICE COMPANY PROPERTY

- -------------------------------------------------------------------------------------------
BALANCE AT RETIREMENTS BALANCE
BEGINNING OR OTHER AT CLOSE
DESCRIPTION OF YEAR ADDITIONS SALES CHANGES(1) OF YEAR
- -------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
SERVICE COMPANY PROPERTY
- ------------------------
Account
- -------
301 ORGANIZATION
303 MISCELLANEOUS INTANGIBLE PLANT
304 LAND AND LAND RIGHTS
305 STRUCTURES AND IMPROVEMENTS
306 LEASEHOLD IMPROVEMENTS
307 EQUIPMENT (2)
308 OFFICE FURNITURE AND EQUIPMENT
309 AUTOMOBILES, OTHER VEHICLES
AND RELATED GARAGE EQUIPMENT
310 AIRCRAFT AND AIRPORT EQUIPMENT
311 OTHER SERVICE COMPANY
PROPERTY (3)

321 STRUCTURES AND IMPROVEMENTS $11,099 $21,587 $32,686
322 REACTOR PLANT EQUIPMENT
324 ACCESSORY ELECTRIC EQUIPMENT 27 27
325 MISCELLANEOUS POWER PLANT
EQUIPMENT 3,296 176 3,472
391 OFFICE FURNITURE AND EQUIPMENT 1,174 1,174
---------- --------- ----------- ---------- ----------
SUB-TOTAL 15,596 21,763 37,359
---------- --------- ----------- ---------- ----------

107 CONSTRUCTION WORK IN
PROGRESS (4) 11,803 (10,250) 1,553
---------- --------- ----------- ---------- ----------
TOTAL $27,399 $11,513 $0 $0 $38,912
========== ========= =========== ========== ==========

- -------------------------------------------------------------------------------------------
(1) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

NONE

</TABLE>

SCHEDULE II - CONTINUED
-----------------------

(2) SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE SERVICE
COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS
DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:

- --------------------------------------------------------------------------------
BALANCE
AT CLOSE
SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR
- -------------------------------------------------------------------------------
(Thousands of Dollars)

NONE

- --------------------------------------------------------------------------------
(3) DESCRIBE OTHER SERVICE COMPANY PROPERTY:

- --------------------------------------------------------------------------------
(4) DESCRIBE CONSTRUCTION WORK IN PROGRESS:

This account includes simulator upgrade, tools and general plant items.

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE III

ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF SERVICE COMPANY PROPERTY
------------------------------------------

- -------------------------------------------------------------------------------------------
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO ADD AT CLOSE
DESCRIPTION OF YEAR ACCT 403 RETIREMENTS (DEDUCT)1/ OF YEAR
- -------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
Account
- -------
301 ORGANIZATION
303 MISCELLANEOUS INTANGIBLE PLANT
304 LAND AND LAND RIGHTS
305 STRUCTURES AND IMPROVEMENTS
306 LEASEHOLD IMPROVEMENTS
307 EQUIPMENT
308 OFFICE FURNITURE AND FIXTURES
309 AUTOMOBILES, OTHER VEHICLES

AND RELATED GARAGE EQUIPMENT
310 AIRCRAFT AND AIRPORT EQUIPMENT
311 OTHER SERVICE COMPANY
PROPERTY

321 STRUCTURES AND IMPROVEMENTS 4,059 901 4,960
322 REACTOR PLANT EQUIPMENT
324 ACCESSORY ELECTRIC EQUIPMENT 10 1 11
325 MISCELLANEOUS POWER PLANT
EQUIPMENT 2,008 157 61 2,226
391 OFFICE FURNITURE AND FIXTURES 623 28 651

---------- --------- ----------- ---------- ----------
TOTAL $6,700 $1,087 $0 $61 $7,848
========== ========= =========== ========== ==========

- -------------------------------------------------------------------------------------------
1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

Depreciation charged to clearing account.

The transfers shown are to bring account level accumulated depreciation
balances into line with the plant account balances.

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE IV - INVESTMENTS

INSTRUCTIONS: Complete the following schedule concerning investments.

Under Account 124, "Other Investments," state each investment
separately, with description, including the name of issuing company,
number of shares or principal amount, etc.

Under Account 136, "Temporary Cash Investments," list each investment
separately.

- ---------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- ---------------------------------------------------------------------------------------

ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES

NONE

ACCOUNT 124 - OTHER INVESTMENTS

NONE

ACCOUNT 136 - TEMPORARY CASH INVESTMENTS

NONE

----------- ----------
TOTAL $- $-
=========== ==========

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

INSTRUCTIONS: Complete the following schedule listing accounts receivable from each
associate company. Where the service company has provided accommodation or
convenience payments for associate companies, a separate listing of total
payments for each associate company by subaccount should be provided.

- -------------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- -------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>

ACCOUNT 146 - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

Northeast Utilities System Money Pool $13,500 $40,250
The Connecticut Light and Power Company 25,246 25,338
Western Massachusetts Electric Company 5,921 5,944
Northeast Utilities Service Company - 3,096
Northeast Utilities 350 -
Public Service Company of New Hampshire (130) -

---------- ------------
TOTAL $44,887 $74,628
========== ============

ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:

See page 10A for details.

</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

- -------------------------------------------------------------------------------------------
TOTAL
DESCRIPTION PAYMENTS
- -------------------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>

ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:

The Connecticut Light and Power Company $5,317
Western Massachusetts Electric Company 1,197
Northeast Utilities Service Company 1,023
Charter Oak Energy Incorporated 3
COE Development Corporation 4

------------
TOTAL $7,544
============

Convenience payments result primarily from the following items:

Engineering Services $159
Computer Equipment & Supplies 150
Assessment for Decontamination & Decommissioning Fund 6,356
Miscellaneous (142 items) 879
------------
TOTAL $7,544
============

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

<S> <C>
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:

The Connecticut Light and Power Company $5,317
Western Massachusetts Electric Company 1,197
Northeast Utilities Service Company 1,023
Charter Oak Energy Incorporated 3
COE Development Corporation 4
------------

TOTAL $7,544
============

Convenience payments result primarily from the following items:

Engineering Services $159
Computer Equipment & Supplies 150
Assessment for Decontamination & Decommissioning Fund 6,356
Miscellaneous (142 items) 879
------------
TOTAL $7,544
============

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE VI - FUEL STOCK EXPENSES UNDISTRIBUTED

INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to fuel
stock expenses during the year and indicate amount attributable to each
associate company. Under the section headed "Summary" listed below, give
an overall report of the fuel functions performed by the service
company.

- --------------------------------------------------------------------------------------

DESCRIPTION LABOR EXPENSES TOTAL
- --------------------------------------------------------------------------------------
(Thousands of Dollars)

<S> <C> <C> <C>
ACCOUNT 152 - FUEL STOCK EXPENSES
UNDISTRIBUTED $ - $ - $ -
========== ========== ==========

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE VII - STORES EXPENSE UNDISTRIBUTED

INSTRUCTIONS: Report the amount of labor and expenses incurred with respect to stores
expense during the year and indicate amount attributable to each
associate company.

- -------------------------------------------------------------------------------------

DESCRIPTION LABOR EXPENSES TOTAL
- -------------------------------------------------------------------------------------
(Thousands of Dollars)

<S> <C> <C> <C>
ACCOUNT 163 - STORES EXPENSE
UNDISTRIBUTED

Beginning Balance as of January 1, 1994 $136
----------

Activity for the year:

Stores expense undistributed $1,853 $4,079 5,932

The above stores expenses are billed back
to each of the companies listed below:

The Connecticut Light & Power Company (1,358) (2,989) (4,347)
Western Massachusetts Electric Company (317) (699) (1,016)
Public Service Company of New Hampshire (18) (39) (57)
Nonassociate Companies (see page 22
for list of the companies) (202) (445) (647)
--------- ---------- ----------
Stores expense distributed (1,895) (4,172) (6,067)
--------- ---------- ----------

Net Activity for year ($42) ($93) (135)
========= ========== ----------

Ending Balance as of December 31, 1994 $1
==========

</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE VIII

MISCELLANEOUS CURRENT AND ACCRUED ASSETS

INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000
may be grouped, showing the number of items in each group.

- --------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- --------------------------------------------------------------------------------
(Thousands of Dollars)

ACCOUNT 174 - MISCELLANEOUS CURRENT AND ACCRUED ASSETS

NONE

----------- ----------
TOTAL
=========== ==========

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE IX

MISCELLANEOUS DEFERRED DEBITS

INSTRUCTIONS: Provide detail of items in this account. Items less than $10,000 may be
grouped, showing the number of items in each group.

- -----------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- -----------------------------------------------------------------------------------------
(Thousands of Dollars)

<S> <C> <C>
ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS

Financial system development costs $3,938 $2,501
Employee performance payments 21 56
Connecticut sales tax under protest 99 99
Connecticut diesel tax 21 -
External Audit - Millstone Unit No. 3 61 62

Other deferred debits
(4 items in 1994 and 3 items in 1993) (7) -
----------- ----------
TOTAL $4,133 $2,718
=========== ==========

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE X

RESEARCH, DEVELOPMENT, OR DEMONSTRATION EXPENDITURES

INSTRUCTIONS: Provide a description of each material research, development, or
demonstration project which incurred costs by the service
corporation during the year.

- --------------------------------------------------------------------------------

DESCRIPTION AMOUNT
- --------------------------------------------------------------------------------
(Thousands of Dollars)

<S> <C>
ACCOUNT 188 - RESEARCH, DEVELOPMENT OR
DEMONSTRATION EXPENDITURES

Depleted Zinc Study $70
Steam Generator Water Chemistry 30
Steam Generator Strategic Management 40
RPS Obsolescence and Maintainability 50
Nuclear Computer Model 11
EPRI Assessment - Outside Owners 63
Services billed from Northeast Utilities Service
Company (an associate company) 179

The above expenses are billed back to each of the
associated companies listed below:

The Connecticut Light and Power Company (279)
Western Massachusetts Electric Company (65)
Public Service Company of New Hampshire (3)
Nonassociate Companies (see page 22 for list
of the companies) (96)

-------------
TOTAL $0
=============

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE XI

PROPRIETARY CAPITAL

- ------------------------------------------------------------------------------------------
NUMBER OF PAR OR STATED OUTSTANDING CLOSE OF PERIOD
ACCOUNT SHARES VALUE ---------------------------
NUMBER CLASS OF STOCK AUTHORIZED PER SHARE NO. OF SHARES TOTAL AMOUNT
- ------------------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C> <C> <C> <C>
201 COMMON STOCK ISSUED 60,000 $10.00 1,500 $15
- ------------------------------------------------------------------------------------------

INSTRUCTIONS: Classify amounts in each account with brief explanation, disclosing the
general nature of transactions which give rise to the reported amounts.

- ------------------------------------------------------------------------------------------
DESCRIPTION AMOUNT
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)

ACCOUNT 211 - MISCELLANEOUS PAID-IN-CAPITAL $15,350

ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS -
---------
TOTAL $15,350
=========

- ------------------------------------------------------------------------------------------

INSTRUCTIONS: Give particulars concerning net income or (loss) during the year,
distinguishing between compensation for the use of capital owed or net loss
remaining from servicing nonassociated per the General Instructions of the
Uniform Systems of Accounts. For dividends paid during the year in cash or
otherwise, provide rate pecentage, amount of dividend, date declared and
date paid.

- ------------------------------------------------------------------------------------------
BALANCE AT NET INCOME BALANCE AT
BEGINNING OR DIVIDENDS CLOSE
DESCRIPTION OF YEAR (LOSS) PAID OF YEAR
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)
ACCOUNT 216-UNAPPROPRIATED RETAINED
EARNINGS $1,004 $1,918 $1,926 $996
--------- --------- --------- ---------
TOTAL $1,004 $1,918 $1,926 $996
========= ========= ========= =========
The net income is all compensation for use of capital.

The dividends are paid as follows:

Rate Percentage Amount of

Per Share Dividend Date Declared Date Paid
---------------------- ------------ ------------- ---------
$321.00 $481,500 03/21/94 03/31/94
$321.00 $481,500 06/13/94 06/30/94
$321.00 $481,500 09/19/94 09/30/94
$321.00 $481,500 12/12/94 12/30/94

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE XII

LONG-TERM DEBT

INSTRUCTIONS:Advances from associate companies should be reported separately for advances on notes,
and advances on open account. Names of associate companies from which advances were
received shall be shown under the class and series of obligation column. For Account
224 -- Other long-term debt provide the name of creditor company or organization,
terms of obligation, date of maturity, interest rate, and the amount authorized and
outstanding.
- ----------------------------------------------------------------------------------------------------
BALANCE BALANCE
TERMS OF OBLIG. DATE AT AT
CLASS & SERIES OF INTEREST AMOUNT BEGINNING DEDUCTIONS CLOSE

NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED OF YEAR ADDITIONS (1) OF YEAR
- ----------------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C <C> <C>
ACCOUNT 223-ADVANCES FROM
ASSOCIATE
COMPANIES: NONE
=================================================

ACCOUNT 224-OTHER
LONG-TERM
DEBT:

Prudential Insurance Senior 8/2019 7.17% 25,000 25,000 0 109 24,891
Company of America Unsecured Note

-------------------------------------------------
TOTAL OTHER LONG-TERM DEBT 25,000 25,000 0 109 24,891
=================================================
</TABLE>

(1) GIVE AN EXPLANATION OF DEDUCTIONS:

Principal payment commenced in September 1994.

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES

INSTRUCTIONS: Provide balance of notes and accounts payable to each associate company.
Give description and amount of miscellaneous current and accrued
liabilities. Items less than $10,000 may be grouped, showing the number of
items in each group.

- ------------------------------------------------------------------------------------------
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES

Northeast Utilities System Money Pool $7,500 $6,000

----------- ----------
TOTAL $7,500 $6,000
=========== ==========

- ------------------------------------------------------------------------------------------
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES

The Connecticut Light and Power Company $777 $2,314
Western Massachusetts Electric Company 11 42
Northeast Utilities Service Company 3,121 848
Northeast Utilities 415 100
Public Service Company of New Hampshire - 203

----------- ----------
TOTAL $4,324 $3,507
=========== ==========
- ------------------------------------------------------------------------------------------
ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES

Millstone 3 Funding Liability $38,343 $61,427
Pension Cost 10,520 15,063
Performance Reward Program 1,388 3,313
Payroll Accrual 2,175 2,075
Payroll Deductions (2) 12
Audit Expense 12 11
Severance Payment 243 -
Other (no items in 1994 and 1 item in 1993) (1) -
TOTAL ----------- ----------
$52,678 $81,901
=========== ==========

</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY
--------------------------------
For the Year Ended December 31, 1994
------------------
SCHEDULE XIV

NOTES TO FINANCIAL STATEMENTS

INSTRUCTIONS: The space below is provided for important notes regarding the
financial statements or any account thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GENERAL
Northeast Nuclear Energy Company (NNECO or the company) is a wholly owned
subsidiary of Northeast Utilities (NU). The Connecticut Light and Power Company
(CL&P), Public Service Company of New Hampshire (PSNH), and Western
Massachusetts Electric Company (WMECO) are three of the operating subsidiaries
of the Northeast Utilities system (the system) and are wholly owned by NU.
NNECO acts as agent in operating the two nuclear generating facilities
(Millstone 1 and 2) that are wholly owned by CL&P and WMECO. The cost of the
two nuclear units is recorded on the books of the affiliated utility companies
in their proportionate ownership shares. In addition, the company acts as agent
in operating a third nuclear generating unit, Millstone 3, for CL&P, PSNH,
WMECO, and other nonaffiliated utilities. The cost of Millstone 3 is recorded
on the books of CL&P, PSNH, WMECO, and the nonaffiliated utilities based upon
their proportionate ownership shares.

Other wholly owned subsidiaries of NU provide substantial support services to
the system. Northeast Utilities Service Company (NUSCO) supplies centralized
accounting, administrative, data processing, engineering, financial, legal,
operational, planning, purchasing, and other services to the system companies.

All transactions among affiliated companies are on a recovery of cost basis
which may include amounts representing a return on equity, and are subject to
approval of various federal and state regulatory agencies.

PUBLIC UTILITY REGULATION
NU is registered with the Securities and Exchange Commission as a holding
company under the Public Utility Holding Company Act of 1935 (the 1935 Act), and
it and its subsidiaries, including the company, are subject to the provisions of
the 1935 Act.

REVENUES
The company provides services to the affiliated utility companies on the basis
of recovery of cost plus return on capital, as defined under the terms of
agreements, which have been approved by various federal and state regulatory
commissions having jurisdiction over operations of the company and the
affiliated utility companies.

DEPRECIATION
The provision for depreciation is calculated using the straight-line method
based on estimated remaining lives of depreciable utility plant-in-service,
adjusted for salvage value and removal costs, as approved by the appropriate
regulatory agency. Except for major facilities, depreciation factors are
applied to the average plant-in-service during the period. Major facilities are
depreciated from the time they are placed in service. When plant is retired
from service, the original cost of plant, including costs of removal, less
salvage, is charged to the accumulated provision for depreciation. The
depreciation rates for the several classes of utility plant-in-service are
equivalent to a composite rate of 3.9 percent in 1994 and 4.3 percent in 1993.

2. LEASES

The company has entered into lease agreements with two unaffiliated third
parties for the use of nuclear control room simulators (simulators) for
Millstone 1 and 2, and CL&P's and WMECO's share of the Millstone 3 simulator.
In addition, the company's affiliates have entered into lease agreements for the
use of data processing equipment, office equipment, vehicles, and office space.
NNECO is billed for its proportionate share of these leases through the
intercompany billing system. The provisions of these lease agreements generally
provide for renewal options. For the purposes of this report, all leases are
accounted for as operating leases. At December 31, 1994, assuming those leases
which would have been classified as capital leases were capitalized at the
beginning of the lease terms, assets would have increased by approximately $19.4
million, current liabilities would have increased by approximately $2.5 million,
and long-term obligations would have increased by approximately $16.9 million.
There is no effect on NNECO's results of operations.

Rental payments charged to operating expenses for 1994 and 1993 amounted to
approximately $4.8 million in capital lease rental payments and $5.7 million and
$7.0 million, respectively in operating lease rental payments.

Interest included in capital lease rental payments for 1994 and 1993 was
approximately $2.3 million and $2.5 million, respectively.

Future minimum rental payments, excluding executory costs such as property
taxes, state use taxes, insurance and maintenance, under long-term
noncancellable leases as of December 31, 1994, are approximately:

Capital Operating
Year Leases Leases
---- ------ ---------
(Thousands of Dollars)

1995. . . . . . . . . . . . . . . . . . $ 4,366 $541
1996. . . . . . . . . . . . . . . . . . 4,366 273
1997. . . . . . . . . . . . . . . . . . 4,195 218
1998. . . . . . . . . . . . . . . . . . 4,137 133
1999. . . . . . . . . . . . . . . . . . 4,138 57
After 1999. . . . . . . . . . . . . . . 5,520 132
------- ------
Future minimum lease payments . . . . . 26,722 $1,354
Less amount representing interest . . . 7,330 ======
-------
Present value of future minimum
lease payments. . . . . . . . . . . . $19,392
=======

3. SHORT-TERM DEBT

The system companies have various credit lines totalling $485 million. NU,
CL&P, WMECO, Holyoke Water Power Company (HWP), NNECO, and The Rocky River
Realty Company (RRR) have established a revolving credit facility with a group
of 16 banks. Under this facility, the participating companies may borrow up to
an aggregate of $360 million. Individual borrowing limits as of January 1, 1995
were $150 million for NU, $325 million for CL&P, $60 million for WMECO, $5
million for HWP, $50 million for NNECO, and $22 million for RRR. The system
companies may borrow funds on a short-term revolving basis using either fixed-
rate loans or standby loans. Fixed rates are set using competitive bidding.
Standby-loan rates are based upon several alternative variable rates. The
system companies are obligated to pay a facility fee of 0.20 percent per annum
of each bank's total commitment under the three-year portion of the facility,
representing 75 percent of the total facility, plus 0.135 percent of each bank's
total commitment under the 364-day portion of the facility, representing 25
percent of the total facility. At December 31, 1994, there was $30.0 million of
borrowings under the facility, of which NNECO had no outstanding borrowings.

Certain subsidiaries of NU, including NNECO, are members of the Northeast
Utilities System Money Pool (Pool). The Pool provides a more efficient use of
the cash resources of the system, and reduces outside short-term borrowings.
NUSCO administers the Pool as agent for the member companies. Short-term
borrowing needs of the member companies are first met with available funds
borrowed by NU parent. NU Parent may lend to the Pool but may not borrow.
Funds may be withdrawn from or repaid to the Pool at any time without prior
notice. However, borrowings based on loans from NU parent bear interest at NU
parent's cost and must be repaid based upon the terms of NU parent's original
borrowing. Investing and borrowing subsidiaries receive or pay interest based
on the average daily Federal Funds rate. At December 31, 1994 and 1993, NNECO
had $6 million and $7.5 million, respectively, in borrowings from the Pool. The
interest rate on borrowings from the Pool at December 31, 1994 and 1993 were 4.9
percent and 2.9 percent, respectively.

Maturities of NNECO's short-term debt borrowings are for periods of three months
or less.

The amount of short-term borrowings that may be incurred by the company is
subject to periodic approval by the SEC under the 1935 Act. Under this
restriction, as of January 1, 1995, the company was authorized to incur short-
term borrowings up to a maximum of $50 million.

4. LONG-TERM DEBT

Detail of long-term debt outstanding is:

December 31,
----------------
1994 1993
- --------------------------------------------------------------------------
(Thousands of Dollars)

7.17% Senior Notes, due 2019 $24,891 $25,000

Less: Amounts due within one year 344 -
------- -------
Long-Term Debt, net $24,547 $25,000
======= =======

Cash sinking-fund requirements on debt outstanding at December 31, 1994 for the
years 1995 through 1999 are approximately $344,000 for 1995, $365,000 for 1996,
$398,000 for 1997, $427,000 for 1998, and $460,000 for 1999.

5. PENSION BENEFITS

The company participates in a uniform noncontributory-defined benefit retirement
plan covering all regular system employees (the plan). Benefits are based on
years of service and employees' highest eligible compensation during five
consecutive years of employment. NNECO's direct portion of the system's pension
cost, part of which was charged to plant, approximated $4.5 million in 1994 and
$1.1 million in 1993.

Currently, the company funds annually an amount at least equal to that which
will satisfy the requirements of the Employee Retirement Income Security Act and
the Internal Revenue Code. Pension costs are determined using market-related
values of pension assets. Pension assets are invested primarily in domestic and
international equity securities and bonds.

The components of net pension cost for NNECO are:

- ---------------------------------------------------------------------------
For the Years Ended December 31, 1994 1993
- ---------------------------------------------------------------------------
(Thousands of Dollars)

Service cost. . . . . . . . . . . . . $ 4,843 $ 2,950
Interest cost . . . . . . . . . . . . 4,990 3,024
Return on plan assets . . . . . . . . 109 (16,385)
Net amortization. . . . . . . . . . . (5,399) 11,511
------- -------
Net pension cost. . . . . . . . . . . $ 4,543 $ 1,100
======= =======

For calculating pension cost, the following assumptions were used:

- ---------------------------------------------------------------------------
For the Years Ended December 31, 1994 1993
- ---------------------------------------------------------------------------

Discount rate . . . . . . . . . . . . 7.75% 8.00%
Expected long-term rate of return . . 8.50 8.50
Compensation/progression rate . . . . 4.75 5.00

The following table represents the plan's funded status reconciled to the
Balance Sheets:

- ---------------------------------------------------------------------------
At December 31, 1994 1993
- ---------------------------------------------------------------------------
(Thousands of Dollars)
Accumulated benefit obligation, including
$27,233,000 of vested benefits at
December 31, 1994 and $17,935,000 of
vested benefits at December 31, 1993. . $ 36,846 $ 23,950
======== ========

Projected benefit obligation (PBO). . . . 69,192 44,395
Market value of plan assets . . . . . . . 62,207 63,037
-------- --------
Market value (less than) in excess
of PBO. . . . . . . . . . . . . . . . . (6,985) 18,642
Unrecognized transition amount. . . . . . (2,020) (2,165)
Unrecognized prior service costs. . . . . 315 335
Unrecognized net gain . . . . . . . . . . (6,373) (27,331)
-------- --------
Accrued pension liability . . . . . . . . $(15,063) $(10,519)
======== ========

The following actuarial assumptions were used in calculating the plan's year-end

funded status:

- ---------------------------------------------------------------------------
At December 31, 1994 1993
- ---------------------------------------------------------------------------

Discount rate . . . . . . . . . . . . . . 8.25% 7.75%
Compensation/progression rate . . . . . . 5.00 4.75

6. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The company provides certain health care benefits, primarily medical and dental,
and life insurance benefits through a benefit plan to retired employees. These
benefits are available for employees leaving the company who are otherwise
eligible to retire and have met specified service requirements. Effective
January 1, 1993, the company adopted Statement of Financial Accounting Standards
No. 106, "Accounting for Postretirement Benefits Other Than Pensions," (SFAS
106) on a prospective basis. Total health care and life insurance cost, part of
which was deferred or charged to utility plant, approximated $2.1 million in
1994 and $1.5 million in 1993.

On January 1, 1993, the accumulated postretirement benefit obligation (APBO)
represented the company's transition obligation upon the adoption of SFAS 106.
As allowed by SFAS 106, the company is amortizing its transition obligation of
approximately $6.0 million over a 20-year period. For current employees and
certain retirees, the total SFAS 106 benefit is limited to two times the 1993
per retiree health care costs. The SFAS 106 obligation has been calculated
based on this assumption.

During 1993, the company began funding SFAS 106 postretirement benefit costs
through external trusts. The company is funding annually amounts equal to the
SFAS 106 costs for the year which also are tax-deductible under the Internal
Revenue Code. The trust assets are invested primarily in equity securities and
bonds.

The following table represents the plan's funded status reconciled to the
Balance Sheet:

APBO of:
Retirees. . . . . . . . . . . . . . . . . . $3,068 $ 2,712
Fully eligible active employees . . . . . . 66 31
Active employees not eligible to retire . . 8,592 3,698
------ -------
Total APBO. . . . . . . . . . . . . . . . . . 11,726 6,441
Market value of plan assets . . . . . . . . . 3,052 1,433
------ -------

APBO in excess of plan assets . . . . . . . . (8,674) (5,008)
Unrecognized transition amount. . . . . . . . 4,990 5,268
Unrecognized net loss (gain). . . . . . . . . 3,684 (64)
------- -------
Prepaid postretirement benefit costs. . . . . $ 0 $ 196
======= =======

The components of health care and life insurance costs are:

- ---------------------------------------------------------------------------
For the Years Ended December 31, 1994 1993

- ---------------------------------------------------------------------------
(Thousands of Dollars)

Service cost. . . . . . . . . . . . . . . . . $ 982 $ 611
Interest cost . . . . . . . . . . . . . . . . 937 555
Return on plan assets . . . . . . . . . . . . 38 (34)
Net amortization. . . . . . . . . . . . . . . 142 323
------- -------
Net health care and life insurance costs. . . $ 2,099 $ 1,455
======= =======

The following actuarial assumptions were used in calculating the plan's year-end
funded status:

- --------------------------------------------------------------------------
At December 31, 1994 1993
- --------------------------------------------------------------------------

Discount rate . . . . . . . . . . . . . . . . 8.00% 7.75%
Long-term rate of return - health assets,
net of tax. . . . . . . . . . . . . . . . . 5.00 5.00
Long-term rate of return - life assets. . . . 8.50 8.50
Health care cost trend rate (a) . . . . . . . 10.20 11.10

(a) The annual growth in per capita cost of covered health care benefits
was assumed to decrease to 5.4 percent by 2002.

The effect of increasing the assumed health care cost trend rates by one
percentage point in each year would increase the accumulated postretirement
benefit obligation as of December 31, 1994 by $568,000 and the aggregate of the
service and interest cost components of net periodic postretirement benefit cost
for the year then ended by $101,000. The trust holding the plan assets is
subject to federal income taxes at a 35-percent tax rate.

8. COMMITMENTS AND CONTINGENCIES

Construction Program
--------------------

The Construction Program is subject to periodic review and revision.
Actual construction expenditures may vary from estimates due to factors
such as revised load estimates, inflation, revised nuclear safety
regulations, delays, difficulties in the licensing process, the
availability and cost of capital, and the granting of timely and adequate
rate relief by regulatory commissions, as well as actions by other
regulatory bodies.

NNECO currently forecasts construction expenditures (including AFUDC) of
approximately $1.5 million for the years 1995-1999, including approximately
$679,000 for 1995.

9. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value of
each of the following financial instruments:

Cash and special deposits: The carrying amount approximates fair value.

Long-term debt: The fair value of NNECOs fixed-rate security is based upon the
quoted market price for the issue or similar issues. At December 31, 1994, the
fair value of NNECO's fixed-rate security was $24.9 million.

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

FOR THE YEAR ENDED DECEMBER 31, 1994

SCHEDULE XV

COMPARATIVE INCOME STATEMENT

- ---------------------------------------------------------------------------------------

ACCOUNT DESCRIPTION 1994 1993
- ---------------------------------------------------------------------------------------
(Thousands of Dollars)

<S> <S> <C> <C>
INCOME
------
457 Services rendered to associate companies 343,945 317,417
458 Services rendered to nonassociate companies 40,075 54,433
421 Miscellaneous income or loss 419 275
------------ -----------
Total Income 384,439 372,125
------------ -----------

EXPENSE
-------
Nuclear Power Expenses
517 Operation Supervision and Engineering 52,343 61,586
519 Coolants and Water 5,126 7,771
520 Steam Expenses 27,991 24,838
523 Electric Expenses 14,047 5,862
524 Miscellaneous Nuclear Power Expenses 68,166 76,466
525 Rents 5,040 6,060
528 Maintenance Supervision and Engineering 20,013 19,317
529 Maintenance of Structures 16,604 13,055
530 Maintenance of Reactor Plant Equipment 67,885 46,396
531 Maintenance of Electric Plant 30,250 30,451
532 Maintenance of Miscellaneous Nuclear Plant 785 1,813
Transmission Expenses
560 Operation Supervision and Engineering 0 0
562 Station Expenses 1,957 1,927
566 Miscellaneous Transmission Expenses 0 0
568 Maintenance Supervision and Engineering 0 0
569 Maintenance of Structures 0 0
570 Maintenance of Station Equipment 636 515
Administrative and General Expenses
920 Salaries and wages 9,450 10,189
921 Office supplies and expenses 4,723 4,741
922 Administrative expense transferred-credit 0 0
923 Outside services employed 2,720 3,880
924 Property insurance 10,011 9,681
925 Injuries and damages 2,170 1,868
926 Employee pensions and benefits 21,392 19,935
928 Regulatory commission expense 0 35
930.1 General advertising expenses 0 0
930.2 Miscellaneous general expenses 440 616
931 Rents 3,743 4,284
932 Maintenance of structures and equipment 501 1,284
All other expenses
403 Depreciation and amortization expense 1,087 507
408 Taxes other than income taxes 9,273 13,758
409 Income taxes 3,708 2,881
410 Provision for deferred income taxes 1,960 1,338
411 Provision for deferred income taxes-credit (3,592) (3,011)
411.5 Investment tax credit (66) (68)
426.1 Donations 54 42
426.5 Other deductions 2,128 1,375
427 Interest on long-term debt 1,326 (100)
430 Interest on debt to associate companies 380 322
431 Other interest expense 270 395
------------ -----------
Total Expense 382,521 370,009
------------ -----------
Net Income 1,918 2,116
============ ===========
</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

ANALYSIS OF BILLING

ASSOCIATE COMPANIES
ACCOUNT 457

- ------------------------------------------------------------------------
DIRECT INDIRECT COMPENSATION TOTAL
COSTS COSTS FOR USE AMOUNT

NAME OF ASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL BILLED
- ------------------------------------------------------------------------
(Thousands of Dollars)

457-1 457-2 457-3
----------------------------------------------

The Connecticut Light and
Power Company $272,666 $3,267 $275,933
Western Massachusetts
Electric Company 63,743 765 64,508
Public Service Company
of New Hampshire 3,488 16 3,504

---------- ---------- ------------ -----------

TOTAL $339,897 $0 $4,048 $343,945
========== ========== ===========- ===========

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

ANALYSIS OF BILLING

NONASSOCIATE COMPANIES
ACCOUNT 458

- -------------------------------------------------------------------------------------------
DIRECT INDIRECT COMPENSATION EXCESS TOTAL
COSTS COSTS FOR USE TOTAL OR AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL COSTS DEFICIENCY BILLED
- -------------------------------------------------------------------------------------------
(Thousands of Dollars)

458-1 458-2 458-3 458-4
-----------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Connecticut Yankee Atomic
Power Company $ 429 $ $ 0 $ 429 $ $ 429
Central Maine Power Company 3,064 14 3,078 3,078
Central Vermont Public Service 2,134 10 2,144 2,144
Montaup Electric Co. 4,907 22 4,929 4,929
New England Power Co. 15,057 68 15,125 15,125
United Illuminating Company 4,516 21 4,537 4,537
Fitchburg Gas & Electric Co. 269 1 270 270
Chicopee Municipal Electric 1,677 8 1,685 1,685
Massachusetts Municipal
Wholesale 6,002 27 6,029 6,029
Lyndonville Electric Department 61 0 61 61
Connecticut Municipal Electric
Coop 1,343 6 1,349 1,349
Vermont Electric Gen & Trans. 437 2 439 439
-----------------------------------------------------------
$39,896 $ 0 $ 179 $ 40,075 $ 0 $40,075
===========================================================

</TABLE>

INSTRUCTIONS: Provide a brief description of the services rendered to each
nonassociate company:

The Company acts as agent in operating Millstone Unit 3 for the nonassociate
companies.

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY
For the Year Ended December 31, 1994

SCHEDULE XVI
ANALYSIS OF CHARGES FOR SERVICE
ASSOCIATE AND NONASSOCIATE COMPANIES
- -----------------------------------------------------------------------------------------------------
ASSOCIATE COMPANY CHARGES NONASSOCIATE COMPANY CHARGE
-----------------------------------------------------
ACCOUNT DIRECT INDIRECT DIRECT INDIRECT
NUMBER DESCRIPTION OF ITEMS COST COST TOTAL COST COST TOTAL
- -----------------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C><C> <C> <C> <C>
Nuclear Power Expenses
517 OPERATION SUPERVISION AND ENGINEERING 45,529 0 45,529 6,814 0 6,814
519 COOLANTS AND WATER 4,437 0 4,437 689 0 689
520 STEAM EXPENSES 25,385 0 25,385 2,606 0 2,606
523 ELECTRIC EXPENSES 12,849 0 12,849 1,198 0 1,198
524 MISCELLANEOUS NUCLEAR POWER EXPENSES 60,704 0 60,704 7,462 0 7,462
525 RENTS 4,479 0 4,479 0 0 0
528 MAINTENANCE SUPERVISION AND ENGINEERING 17,834 0 17,834 2,179 0 2,179
529 MAINTENANCE OF STRUCTURES 15,880 0 15,880 724 0 724
530 MAINTENANCE OF REACTOR PLANT EQUIPMENT 63,631 0 63,631 4,254 0 4,254
531 MAINTENANCE OF ELECTRIC PLANT 26,420 0 26,420 3,830 0 3,830
532 MAINTENANCE OF MISCELLANEOUS NUCLEAR PLANT 698 0 698 87 0 87
Transmission Expenses
560 OPERATION SUPERVISION AND ENGINEERING 0 0 0 0 0 0
562 STATION EXPENSES 160 0 160 1,797 0 1,797
566 MISCELLANEOUS TRANSMISSION EXPENSES 0 0 0 0 0 0
568 MAINTENANCE SUPERVISION AND ENGINEERING 0 0 0 0 0 0
569 MAINTENANCE OF STRUCTURES 0 0 0 0 0 0
570 MAINTENANCE OF STATION EQUIPMENT 591 0 591 45 0 45
Administrative and General Expenses
920 SALARIES AND WAGES 8,160 0 8,160 1,290 0 1,290
921 OFFICE SUPPLIES AND EXPENSES 4,110 0 4,110 613 0 613
922 ADMINISTRATIVE EXPENSE TRANSFERRED-CREDIT 0 0 0 0 0 0
923 OUTSIDE SERVICES EMPLOYED 2,340 0 2,340 380 0 380
924 PROPERTY INSURANCE 9,059 0 9,059 952 0 952
925 INJURIES AND DAMAGES 1,854 0 1,854 316 0 316
926 EMPLOYEE PENSIONS AND BENEFITS 18,852 0 18,852 2,540 0 2,540
928 REGULATORY COMMISSION EXPENSE 0 0 0 0 0 0
930.1 GENERAL ADVERTISING EXPENSES 0 0 0 0 0 0
930.2 MISCELLANEOUS GENERAL EXPENSES 382 0 382 58 0 58
931 RENTS 3,246 0 3,246 497 0 497
932 MAINTENANCE OF STRUCTURES AND EQUIPMENT 449 0 449 52 0 52
All other expenses 0 0
403 DEPRECIATION AND AMORTIZATION EXPENSES 910 0 910 177 0 177
408 TAXES OTHER THAN INCOME TAXES 8,133 0 8,133 1,140 0 1,140
409 INCOME TAXES 3,708 0 3,708 0 0 0
410 PROVISION FOR DEFERRED INCOME TAXES 1,960 0 1,960 0 0 0
411 PROVISION FOR DEFERRED INCOME TAXES-CREDIT (3,592) 0 (3,592) 0 0 0
411.5 INVESTMENT TAX CREDIT (66) 0 (66) 0 0 0
426.1 DONATIONS 48 0 48 6 0 6
426.5 OTHER DEDUCTIONS 1,925 0 1,925 203 0 203
427 INTEREST ON LONG-TERM DEBTS 0 0 0 0 0 0
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 0 0 0 0 0 0
431 OTHER INTEREST EXPENSE 233 0 233 (5) 0 (5)
-----------------------------------------------------
SUBTOTAL EXPENSES = 340,308 0 340,308 39,904 0 39,904

COMPENSATION FOR USE OF CAPITAL=
427 INTEREST ON LONG-TERM DEBTS 1,326 0
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 380 0
431 OTHER INTEREST EXPENSE 42 0
525 RENTS 382 179
-------- ----------
TOTAL EXPENSES = 342,438 40,083
421 MISCELLANEOUS INCOME - CREDIT (411) 0 (411) (8) 0 (8)
NET INCOME 1,918 0
-----------------------------------------------------
TOTAL COST OF SERVICE = 339,897 0 343,945 39,896 0 40,075
=====================================================
</TABLE>

INSTRUCTION: Total cost of service will
equal for associate and nonassociate
companies the total amount billed under
their separate analysis of billing
schedules.

- ---------------------------------------------------------------------------------
TOTAL CHARGES FOR SERVICE
---------------------------------
ACCOUNT DIRECT INDIRECT
NUMBER DESCRIPTION OF ITEMS COST COST TOTAL
- ---------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C>
Nuclear Power Expenses
517 OPERATION SUPERVISION AND ENGINEERING 52,343 0 52,343
519 COOLANTS AND WATER 5,126 0 5,126
520 STEAM EXPENSES 27,991 0 27,991
523 ELECTRIC EXPENSES 14,047 0 14,047
524 MISCELLANEOUS NUCLEAR POWER EXPENSES 68,166 0 68,166
525 RENTS 4,479 0 4,479
528 MAINTENANCE SUPERVISION AND ENGINEERING 20,013 0 20,013
529 MAINTENANCE OF STRUCTURES 16,604 0 16,604
530 MAINTENANCE OF REACTOR PLANT EQUIPMENT 67,885 0 67,885
531 MAINTENANCE OF ELECTRIC PLANT 30,250 0 30,250
532 MAINTENANCE OF MISCELLANEOUS NUCLEAR PLANT 785 0 785
Transmission Expenses
560 OPERATION SUPERVISION AND ENGINEERING 0 0 0
562 STATION EXPENSES 1,957 0 1,957
566 MISCELLANEOUS TRANSMISSION EXPENSES 0 0 0
568 MAINTENANCE SUPERVISION AND ENGINEERING 0 0 0
569 MAINTENANCE OF STRUCTURES 0 0 0
570 MAINTENANCE OF STATION EQUIPMENT 636 0 636
Administrative and General Expenses
920 SALARIES AND WAGES 9,450 0 9,450
921 OFFICE SUPPLIES AND EXPENSES 4,723 0 4,723
922 ADMINISTRATIVE EXPENSE TRANSFERRED-CREDIT 0 0 0
923 OUTSIDE SERVICES EMPLOYED 2,720 0 2,720
924 PROPERTY INSURANCE 10,011 0 10,011
925 INJURIES AND DAMAGES 2,170 0 2,170
926 EMPLOYEE PENSIONS AND BENEFITS 21,392 0 21,392
928 REGULATORY COMMISSION EXPENSE 0 0 0
930.1 GENERAL ADVERTISING EXPENSES 0 0 0
930.2 MISCELLANEOUS GENERAL EXPENSES 440 0 440
931 RENTS 3,743 0 3,743
932 MAINTENANCE OF STRUCTURES AND EQUIPMENT 501 0 501
All other expenses
403 DEPRECIATION AND AMORTIZATION EXPENSES 1,087 0 1,087
408 TAXES OTHER THAN INCOME TAXES 9,273 0 9,273
409 INCOME TAXES 3,708 0 3,708
410 PROVISION FOR DEFERRED INCOME TAXES 1,960 0 1,960
411 PROVISION FOR DEFERRED INCOME TAXES-CREDIT (3,592) 0 (3,592)
411.5 INVESTMENT TAX CREDIT (66) 0 (66)
426.1 DONATIONS 54 0 54
426.5 OTHER DEDUCTIONS 2,128 0 2,128
427 INTEREST ON LONG-TERM DEBTS 0 0 0
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 0 0 0
431 OTHER INTEREST EXPENSE 228 0 228
---------------------------------
SUBTOTAL EXPENSES = 380,212 0 380,212

COMPENSATION FOR USE OF CAPITAL=
427 INTEREST ON LONG-TERM DEBTS 1,326
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 380
431 OTHER INTEREST EXPENSE 42
525 RENTS 561
----------
TOTAL EXPENSES = 382,521
421 MISCELLANEOUS INCOME - CREDIT (419) 0 (419)
NET INCOME 1,918
---------------------------------
TOTAL COST OF SERVICE = 379,793 0 384,020
=================================
</TABLE>

INSTRUCTION: Total cost of service will
equal for associate and nonassociate
companies the total amount billed under
their separate analysis of billing
schedules.

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY
For the Year Ended December 31, 1994

SCHEDULE XVII
SCHEDULE OF EXPENSE DISTRIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
- ----------------------------------------------------------------------------

ACCOUNT TOTAL
NUMBER DESCRIPTION OF ITEMS AMOUNT OVERHEAD
- ----------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C>
Nuclear Power Expenses
517 OPERATION SUPERVISION AND ENGINEERING 52,343 0
519 COOLANTS AND WATER 5,126 0
520 STEAM EXPENSES 27,991 0
523 ELECTRIC EXPENSES 14,047 0
524 MISCELLANEOUS NUCLEAR POWER EXPENSES 68,166 0
525 RENTS 5,040 561
528 MAINTENANCE SUPERVISION AND ENGINEERING 20,013 0
529 MAINTENANCE OF STRUCTURES 16,604 0
530 MAINTENANCE OF REACTOR PLANT EQUIPMENT 67,885 0
531 MAINTENANCE OF ELECTRIC PLANT 30,250 0
532 MAINTENANCE OF MISCELLANEOUS NUCLEAR PLANT 785 0
Transmission Expenses
560 OPERATION SUPERVISION AND ENGINEERING 0 0
562 STATION EXPENSES 1,957 0
566 MISCELLANEOUS TRANSMISSION EXPENSES 0 0
568 MAINTENANCE SUPERVISION AND ENGINEERING 0 0
569 MAINTENANCE OF STRUCTURES 0 0
570 MAINTENANCE OF STATION EQUIPMENT 636 0
Administrative and General Expenses
920 SALARIES AND WAGES 9,450 0
921 OFFICE SUPPLIES AND EXPENSES 4,723 0
922 ADMINISTRATIVE EXPENSE TRANSFERRED-CREDIT 0 0
923 OUTSIDE SERVICES EMPLOYED 2,720 0
924 PROPERTY INSURANCE 10,011 0
925 INJURIES AND DAMAGES 2,170 0
926 EMPLOYEE PENSIONS AND BENEFITS 21,392 0
928 REGULATORY COMMISSION EXPENSE 0 0
930.1 GENERAL ADVERTISING EXPENSES 0 0
930.2 MISCELLANEOUS GENERAL EXPENSES 440 0
931 RENTS 3,743 0
932 MAINTENANCE OF STRUCTURES AND EQUIPMENT 501 0
All other expenses
403 DEPRECIATION AND AMORTIZATION EXPENSES 1,087 0
408 TAXES OTHER THAN INCOME TAXES 9,273 0
409 INCOME TAXES 3,708 0
410 PROVISION FOR DEFERRED INCOME TAXES 1,960 0
411 PROVISION FOR DEFERRED INCOME TAXES-CREDIT (3,592) 0
411.5 INVESTMENT TAX CREDIT (66) 0
426.1 DONATIONS 54 0
426.5 OTHER DEDUCTIONS 2,128 0
427 INTEREST ON LONG-TERM DEBTS 1,326 1,326
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 380 380
431 OTHER INTEREST EXPENSE 270 42
----------------------
TOTAL EXPENSES = 382,521 2,309

======================
</TABLE>

INSTRUCTIONS: Indicate each department or
service function. (See Instruction 01-3
General Structure of Accounting System:
Uniform System of Accounts)

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY
For the Year Ended December 31, 1994

SCHEDULE XVII
SCHEDULE OF EXPENSE DISTRIBUTION BY
DEPARTMENT OR SERVICE FUNCTION
- ------------------------------------------------------------------------------------------
DEPARTMENT OR SERVICE FUNCTION
------------------------------------
ACCOUNT MILLSTONE MILLSTONE MILLSTONE
NUMBER DESCRIPTION OF ITEMS UNIT #1 UNIT #2 UNIT #3
- ------------------------------------------------------------------------------------------
(Thousands of Dollars)
<S> <C> <C> <C>
Nuclear Power Expenses
517 OPERATION SUPERVISION AND ENGINEERING 15,107 15,926 21,310
519 COOLANTS AND WATER 1,460 1,513 2,153
520 STEAM EXPENSES 10,793 9,048 8,150
523 ELECTRIC EXPENSES 6,228 4,073 3,746
524 MISCELLANEOUS NUCLEAR POWER EXPENSES 21,836 23,511 22,819
525 RENTS 1,501 1,645 1,333
528 MAINTENANCE SUPERVISION AND ENGINEERING 6,383 6,818 6,812
529 MAINTENANCE OF STRUCTURES 7,415 6,927 2,262
530 MAINTENANCE OF REACTOR PLANT EQUIPMENT 29,437 25,146 13,302
531 MAINTENANCE OF ELECTRIC PLANT 7,807 10,468 11,975
532 MAINTENANCE OF MISCELLANEOUS NUCLEAR PLANT 257 256 272
Transmission Expenses
560 OPERATION SUPERVISION AND ENGINEERING 0 0 0
562 STATION EXPENSES 0 0 1,957
566 MISCELLANEOUS TRANSMISSION EXPENSES 0 0 0
568 MAINTENANCE SUPERVISION AND ENGINEERING 0 0 0
569 MAINTENANCE OF STRUCTURES 0 0 0
570 MAINTENANCE OF STATION EQUIPMENT 320 175 141
Administrative and General Expenses
920 SALARIES AND WAGES 2,669 2,811 3,970
921 OFFICE SUPPLIES AND EXPENSES 1,326 1,489 1,908
922 ADMINISTRATIVE EXPENSE TRANSFERRED-CREDIT 0 0 0
923 OUTSIDE SERVICES EMPLOYED 785 745 1,190
924 PROPERTY INSURANCE 2,626 3,502 3,883
925 INJURIES AND DAMAGES 522 660 988
926 EMPLOYEE PENSIONS AND BENEFITS 7,095 6,376 7,921
928 REGULATORY COMMISSION EXPENSE 0 0 0
930.1 GENERAL ADVERTISING EXPENSES 0 0 0
930.2 MISCELLANEOUS GENERAL EXPENSES 128 130 182
931 RENTS 1,034 1,155 1,554
932 MAINTENANCE OF STRUCTURES AND EQUIPMENT 160 179 162
All other expenses
403 DEPRECIATION AND AMORTIZATION EXPENSES 429 303 355
408 TAXES OTHER THAN INCOME TAXES 2,845 2,913 3,515
409 INCOME TAXES 1,854 1,854 0
410 PROVISION FOR DEFERRED INCOME TAXES 980 980 0
411 PROVISION FOR DEFERRED INCOME TAXES-CREDIT (1,796) (1,796) 0
411.5 INVESTMENT TAX CREDIT (33) (33) 0
426.1 DONATIONS 17 17 20
426.5 OTHER DEDUCTIONS 669 824 635
427 INTEREST ON LONG-TERM DEBTS 0 0 0
430 INTEREST ON DEBT TO ASSOCIATE COMPANIES 0 0 0
431 OTHER INTEREST EXPENSE 119 123 (14)
------------------------------------
TOTAL EXPENSES = 129,973 127,738 122,501

====================================
</TABLE>

INSTRUCTIONS: Indicate each department or
service function. (See Instruction 01-3
General Structure of Accounting System:
Uniform System of Accounts)

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE XVII
-------------

KEYS FOR SERVICE FUNCTIONS
--------------------------

KEYS SERVICE FUNCTION
---- ----------------

The individual generating units for which NNECO provides
service are listed separately on Page 24.

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY
For the Year Ended December 31, 1994
DEPARTMENTAL ANALYSIS OF SALARIES
---------------------------------

DEPARTMENTAL SALARY EXPENSE
NAME OF DEPARTMENT INCLUDED IN AMOUNTS BILLED TO NUMBER OF
- ------------------ --------------------------------------- PERSONNEL
Indicate each dept. TOTAL PARENT OTHER NON END
or service function. AMOUNT COMPANY ASSOCIATES ASSOCIATES OF YEAR
- -------------------- --------------------------------------- ---------
(Thousands of Dollars)
<S> <C> <C> <C> <C> <C>
MILLSTONE UNIT #1 28,760 0 28,760 0 418

MILLSTONE UNIT #2 26,102 0 26,102 0 379

MILLSTONE UNIT #3 28,492 0 19,380 9,112 502
--------------------------------------- ---------

83,354 0 74,242 9,112 1,299
======================================= =========

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

OUTSIDE SERVICES EMPLOYED

INSTRUCTIONS: Provide a breakdown by subaccount of outside services employed. If the
aggregate amounts paid to any one payee and included within one subaccount
is less than $25,000, only the aggregate number and amount of all
such payments included within the subaccount need be shown. Provide a
subtotal for each type of service.
- ----------------------------------------------------------------------------------------
RELATIONSHIP
"A"-ASSOCIATE
"NA"-NON
FROM WHOM PURCHASED ADDRESS ASSOCIATE AMOUNT
- ----------------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>
LEGAL SERVICES
- --------------
DAY BERRY & HOWARD NA 49
WINSTON & STRAWN NA 517
-----------
TOTAL LEGAL SERVICES 566
===========
SECURITY SERVICES

- -----------------
BURNS INTERNATIONAL SECURITY SERVICES NA 9,309
-----------
TOTAL SECURITY SERVICES 9,309
===========
ENGINEERING SERVICES
- --------------------
A R JOSEPH ASSOCIATES NA 114
ABB POWER SYSTEMS ENERGY SERVICES INC NA 1,804
BARTLETT NUCLEAR INCORPORATED NA 984
CATARACT INCORPORATED NA 1,099
COMBUSTION ENGINEERING NA 56
EBASCO SERVICES INCORPORATED NA 118
GENERAL ELECTRIC COMPANY NA 955
GENERAL PHYSICS CORPORATION NA 99
INSTITUTE OF NUCLEAR POWER OPERATIONS NA 51
LIBERTY TECHNICAL SERVICES INC NA 295
MARINER ENGINEERING INCORPORATED NA 779
NES INC NA 262
NUCLEAR ENERGY SERVICES NA 60
NUCLEAR SUPPORT SERVICES INCORPORATED NA 238
NUCON ENGINEERING ASSOCIATES INC NA 202
NUS CORPORATION NA 26
RAYTHEON ENGINEERS & CONSTRUCTORS INC NA 27
RLE SOFTWARE ENGINEERING INCORPORATED NA 114
SCIENTIFIC ECOLOGY GROUP INCORPORATED NA 858
SONALYSTS INCORPORATED NA 188
STONE & WEBSTER ENGINEERING CORPORATION NA 2,984
TELEDYNE ENGINEERING SERVICES NA 99
UNDERWATER ENGINEERING INCORPORATED NA 52
WESTINGHOUSE ELECTRIC CORPORATION NA 929

-----------
TOTAL ENGINEERING SERVICES 12,393
===========

OTHER SERVICES
- --------------
ADEPT INCORPORATED NA 49
AEGIS INTERNATIONAL INCORPORATED NA 83
AETC NA 28
ALLWASTE ENVIRONMENTAL SERVICES NA 42
ANDREA HUNT PHD PC NA 45
ARTHUR BUILDING SYSTEMS INC NA 57
AT&T NA 284
AVERY CONSTRUCTION COMPANY NA 271
BLACKBURN JANITORIAL LLC NA 544
BLOOMS INCORPORATED NA 28
BRAND UTILITY SERVICES INCORPORATED NA 364
C & G VIDEO SYSTEMS INCORPORATED NA 31
CANBERRA INDUSTRIES INCORPORATED NA 95
CEE DEE CONSTRUCTION NA 31
CHEM NUCLEAR SYSTEMS INCORPORATED NA 877
CORE CORPORATION NA 227
DIGITAL EQUIPMENT CORPORATION NA 523
EASTMAN KODAK COMPANY NA 39
ECOLOCHEM NA 991
ELECTRONIC SELECTION SYSTEMS CORPORATION NA 57
ENERTECH NA 140
ETP INCORPORATED NA 32
FLATTERYS LANDSCAPING INCORPORATED NA 61
FRANK A SCALIA PHD NA 83
HARTFORD STEAM BOILER INSPECTION AND NA 140
HAY MANAGEMENT CONSULTANTS NA 215
HEALTH RESOURCES NA 894
INTERLEAF INCORPORATED NA 300
INTERSTATE NUCLEAR SERVICES CORP NA 67
JAY A GRAVES MD NA 26
K RAN DESIGN INC NA 36
KELLY SERVICES INCORPORATED NA 305
LEADERSHIP AND LEARNING INCORPORATED NA 44
MAGNAKLEEN DUST CONTROL NA 37
MANAGEMENT SOLUTIONS & RESOURCES NA 67
MANPOWER INCORPORATED NA 1,977
MICHAEL TOOMEY NA 164
NATIONAL FIRE AND MEDICAL SERVICES INC NA 1,742
NEW ENGLAND MECHANICAL SERVICES INC NA 252
NML SECURITY SCREENING INC NA 52
NORTH ATLANTIC ENERGY SERVICE CORP AGENT A 53
NORTHEAST SEALING INCORPORATED NA 43
NUCLEAR CONTAINMENT SYSTEMS INC NA 28
OLSTEN STAFFING SERVICES INC NA 179
OTIS ELEVATOR COMPANY NA 77
P & I CONSULTING LTD NA 135
PERFORMANCE ASSOCIATES INCORPORATED NA 178
PERFORMANCE CONTRACTING INCORPORATED NA 365
PM REFUSE REMOVAL SERVICE INCORPORATED NA 57
PROTO POWER CORPORATION NA 224
ROBERT D MEIER PHD NA 43
RUST UTILITY SERVICES INC NA 293
SMITHKLINE BEECHAM LABORATORIES NA 56
SOUTHEAST COMPACT COMMISSION NA 1,393
SOUTHERN NEW ENGLAND TELEPHONE COMPANY NA 437
SOUTHWEST RESEARCH INSTITUTE NA 416
THE ASK GROUP INCORPORATED NA 45
THOMAS YOUNG ASSOCIATES INCORPORATED NA 52
TJE INCORPORATED NA 69
TMA NORCAL NA 73
TOWN OF WATERFORD NA 35
U & I INCORPORATED NA 38
VECTRA TECHNOLOGIES INCORPORATED NA 115
WILLIAM C HUNTER ENT INCORPORATED NA 46
XEROX CORPORATION NA 105
YANKEE ATOMIC ELECTRIC COMPANY NA 111
MISCELLANEOUS (369 PAYEES) 1,723
-----------
TOTAL OTHER SERVICES 17,689
===========

NORTHEAST UTILIITES SERVICE COMPANY A 5,429
(Supplies centralized accounting, ===========
administrative, data processing,
engineering, financial, legal,
operational, planning, purchasing
and other services.)

GRAND TOTAL 45,386
===========
</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANUY

For the Year Ended December 31, 1994

EMPLOYEE PENSIONS AND BENEFITS
ACCOUNT 926

INSTRUCTIONS: Provide a listing of each pension plan and benefit
program provided by the service company. Such
listing should be limited to $25,000.
- ------------------------------------------------------------------------
DESCRIPTION AMOUNT
- ------------------------------------------------------------------------
(Thousands of Dollars)

Pension Plan $3,728
Supplemental Retirement and Savings Plan 3,093
Post Retirement Medical Benefit - FAS 106 4,280
Early Retirement Program 96
Group Life, Long-term Disability, Hospital
and Medical Insurance Expenses 8,607
Educational Activities 201
System Newspaper 39
Other Employee Benefits Expenses 1,348
---------
TOTAL $21,392
=========

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

GENERAL ADVERTISING EXPENSES
ACCOUNT 930.1

INSTRUCTIONS: Provide a listing of the amount included in Account 930.1,
"General Advertising Expenses," classifying the items
according to the nature of the advertising and as
defined in the account definition. If a particular class
includes an amount in excess of $3,000 applicable to a
single payee, show separately the name of the payee and
the aggregate amount applicable thereto.

- -------------------------------------------------------------------------
DESCRIPTION NAME OF PAYEE AMOUNT
- -------------------------------------------------------------------------

(Thousands
of Dollars)

---------
TOTAL $ -
=========

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2

INSTRUCTIONS: Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses," classifying such expense
according to their nature. Payments and expenses permitted
by Sections 321(b)(2) of the Federal Election Campaign Act

as amended by Public Law 94-283 in 1976 (2 U.S.C.
Section 441(b)(2)) shall be separately classified.
- -------------------------------------------------------------------------
DESCRIPTION AMOUNT
- -------------------------------------------------------------------------
(Thousands of Dollars)

Services billed from Northeast Utilities Service $392
Company (an associate company)

Recruitment expenses 43

Industry association dues 1

Other miscellaneous expenses (6 items) 4
---------
TOTAL $440
=========

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

RENTS

INSTRUCTIONS: Provide a listing of the amount included in Account 931,
"Rents," classifying such expenses by major groupings of
property, as defined in the account definition of the
Uniform System of Accounts.

- ---------------------------------------------------------------------------
TYPE OF PROPERTY AMOUNT
- ---------------------------------------------------------------------------
(Thousands of Dollars)

Buildings/office space $526

Computer/office equipment 153

Vehicles 130

Simulator 4,386

Services billed from Northeast Utilities Service
Company (an associate company) 5,539

---------
TOTAL $10,734
=========

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

TAXES OTHER THAN INCOME TAXES
ACCOUNT 408

INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than
Income Taxes." Separate the analysis into two groups:
(1)Other than U.S. Government taxes, and (2) U.S.
Government taxes. Specify each of the various kinds of
taxes and show the amounts thereof. Provide a subtotal
for each class of tax.
- -------------------------------------------------------------------------
KIND OF TAX AMOUNT
- -------------------------------------------------------------------------
(Thousands of Dollars)

(1) Other Than U.S. Government Taxes:

Connecticut Unemployment $369

Massachusetts Unemployment (56)
Massachusetts Universal Health Tax 1
Local property 876
Connecticut Sales Tax 45
---------
Sub-Total 1,235
---------

(2) U.S. Government Taxes:

Federal Insurance Contribution Act 6,214
Medicare Tax 1,712
Federal Unemployment 111
Federal Excise 1
---------
Sub-Total 8,038
---------
TOTAL 9,273
=========

<TABLE>
<CAPTION>
ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

DONATIONS
ACCOUNT 426.1

INSTRUCTIONS: Provide a listing of the amount included in Account 426.1, "Donations,"
classifying such expenses by its purpose. The aggregate number and amount
of all items of less than $3,000 may be shown in lieu of details.

- -----------------------------------------------------------------------------------------
NAME OF RECIPIENT PURPOSE OF DONATION AMOUNT
- -----------------------------------------------------------------------------------------
(Thousands
of Dollars)
<S> <C>
Salvation Army Charitable contribution 5

Lawrence and Memorial Hospital Charitable contribution 3

United Way of Southeastern Connecticut 5

Services billed from Northeast Utilities 26
Service Company (an associate company)

Miscellaneous (54 payees) 15

----------
TOTAL 54
==========
</TABLE>

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

OTHER DEDUCTIONS
ACCOUNT 426.5

INSTRUCTIONS: Provide a listing of the amount included in Account 426.5,
"Other Deductions," classifying such expenses according
to their nature.

- ---------------------------------------------------------------------------
DESCRIPTION NAME OF PAYEE AMOUNT
- ---------------------------------------------------------------------------
(Thousands
of Dollars)

Executive incentive
compensation plan Various Officers $83

Services billed from Northeast Utilities Service
Company (an associate company) 1,375

Civil Penalties Treasurer of the United States 645
State of Connecticut 18
United States Dept of Labor 7

--------
TOTAL $2,128
========

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

For the Year Ended December 31, 1994

SCHEDULE XVIII

NOTES TO STATEMENTS OF INCOME

INSTRUCTIONS: The space below is provided for important notes regarding the
statement of income or any account thereof. Furnish
particulars as to any significant increases in services rendered
or expenses incurred during the year. Notes relating to
financial statements shown elsewhere in this report may be
indicated here by reference.

See Notes to Financial Statements on pages 19 through 19J.

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY
ORGANIZATION CHART (AS OF DECEMBER 31, 1994)

Executive Vice President - Nuclear

- Senior Vice President - Millstone Station

- Nuclear Director (Unit #1)

- Nuclear Director (Unit #2)

- Nuclear Director (Unit #3)

NORTHEAST NUCLEAR ENERGY COMPANY
--------------------------------
METHODS OF ALLOCATION
---------------------
For the year ended December 31, 1994
------------------------------------

The costs associated with the three Millstone units are billed either
directly or are allocated on the basis of one third to each unit. If
Millstone Unit 3 is not part of the allocation, then the allocated
costs to Millstone 1 and 2 are on the basis of one-half to each of the
two units.

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED

The following annual statement was supplied to each associate company in
support of the amount of compensation for use of capital billed during 1994:

In accordance with Instruction 01-12 of the Securities and
Exchange Commission's Uniform System of Accounts for Mutual
Service Companies and Subsidiary Service Companies, Northeast
Nuclear Energy Company submits the following information on
the billing of interest on borrowed funds and a return on
equity capital to associated companies for the year 1994:

(A) Amount of compensation for use of capital billed to (See Note)

(B) The basis for billing of interest and return on equity

capital to the associated companies is based on the
percentage ownership of the individual units.

NOTE: For the associate companies and amounts, see "Analysis of Billing -
Associate Companies" on page 21.

ANNUAL REPORT OF NORTHEAST NUCLEAR ENERGY COMPANY

SIGNATURE CLAUSE

Pursuant to the requirements of the Public Utility Holding Company Act of 1935
and the rules and regulations of the Securities and Exchange Commission issued
thereunder, the undersigned company has duly caused this report to be signed on
its behalf by the undersigned officer thereunto duly authorized.

NORTHEAST NUCLEAR ENERGY COMPANY
--------------------------------
(Name of Reporting Company)

By: /s/ John W. Noyes
-----------------------------------
(Signature of Signing Officer)

John W. Noyes - Vice President and Controller
---------------------------------------------
(Printed Name and Title of Signing Officer)

Date: April 26, 1995
--------------------

<ARTICLE>OPUR2
<CIK>0000310418
<NAME>NORTHEAST NUCLEAR ENERGY COMPANY
<MULTIPLIER>1,000

<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> DEC-31-1994 DEC-31-1993
<PERIOD-END> DEC-31-1994 DEC-31-1993
<BOOK-VALUE> PER-BOOK PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY> 31,064 0
<TOTAL-INVESTMENTS> 0 0
<TOTAL-CURRENT-ASSETS> 164,276 0
<TOTAL-DEFERRED-DEBITS> 5,314 0
<OTHER-ASSETS-AND-DEBITS> 0 0
<TOTAL-ASSETS-AND-DEBITS> 200,654 0
<TOTAL-PROPRIETARY-CAPITAL> 16,361 0
<TOTAL-LONG-TERM-DEBT> 24,891 0
<NOTES-PAYABLE> 0 0
<NOTES-PAYABLE-ASSOCIATE-COMP> 6,000 0
<OTHER-CURR-AND-ACCRUED-LIAB> 137,965 0
<TOTAL-DEFERRED-CREDITS> 15,437 0
<DEFERRED-INCOME-TAX> 0 0
<TOT-LIABIL-AND-PROPRIET-CAP> 200,654 0
<SERVICES-ASSOCIATE-COMPANIES> 343,945 0
<SERVICES-NON-ASSOCIATE-COMP> 40,075 0
<MISC-INCOME-OR-LOSS> 419 0
<TOTAL-INCOME> 384,439 0
<SALARIES-AND-WAGES> 83,354 0
<EMPLOYEE-PENSION-AND-BENEFIT> 21,392 0
<OTHER-EXPENSES> 277,775 0
<TOTAL-EXPENSES> 382,521 0
<NET-INCOME> 1,918 0
<TOTAL-EXPENSES-DIRECT-COST> 380,212 0
<TOTAL-EXPENSES-INDIRECT-COST> 0 0
<TOT-EXP-DIRECT-AND-INDIRECT> 380,212 0
<PERSONNEL-END-OF-YEAR> 1,299 0

</TABLE>