PUBLIC SERVICE CO OF NEW HAMPSHIRE
10-Q, 1996-05-08
ELECTRIC SERVICES
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                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549-1004

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended March 31, 1996
                                                --------------


                                       OR

         [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               For the transition period from         to
                                              -------    -------

                         Commission File Number 1-6392
                                                ------


                    PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                    ---------------------------------------


             (Exact name of registrant as specified in its charter)

                 NEW HAMPSHIRE                        02-018150
                 -------------                        ---------


         (State or other jurisdiction                  (I.R.S. Employer
          of incorporation or organization)         Identification No.)

       1000 ELM STREET, MANCHESTER, NEW HAMPSHIRE                03105
       -----------------------------------------------------------------




                  Address of principal executive offices)   (Zip Code)

                                 (603) 669-4000
                                 --------------


              (Registrant's telephone number, including area code)

                                 Not Applicable
                                 --------------


              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes  X         No
                                 ---           ---


   Indicate the number of shares outstanding of each of the issuer's classes
              of common stock, as of the latest practicable date.

               Class                             Outstanding at April 30, 1996
               -----                             -----------------------------

     Common Shares, $10.00 par value                    1,000 shares


                    PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

                               TABLE OF CONTENTS
                               -----------------



                                                            Page No.
                                                            --------


Part I.    Financial Information

   Item 1.  Financial Statements

      Balance Sheets - March 31, 1996 and December 31, 1995     2

      Statements of Income - Three Months Ended
        March 31, 1996 and 1995                                 4

      Statements of Cash Flows - Three Months Ended
        March 31, 1996 and 1995                                 5

      Notes to Financial Statements                             6

   Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of Operations     9

Part II.  Other Information

   Item 1.  Legal Proceedings                                  12

   Item 5.  Other Information                                  12

   Item 6.Exhibits and Reports on Form 8-K                     13

Signatures                                                     14




                                   PART I.  FINANCIAL INFORMATION

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>

                                                                March 31,    December 31,
                                                                  1996           1995
                                                             -------------  -------------
                                                                 (Thousands of Dollars)
<S>                                                             <C>            <C>
ASSETS
- ------

Utility Plant, at cost:
  Electric................................................   $  2,117,510   $  2,109,590

     Less: Accumulated provision for depreciation.........        524,128        513,244
                                                             -------------  -------------
                                                                1,593,382      1,596,346
  Unamortized acquisition costs...........................        566,394        588,910
  Construction work in progress...........................         15,189         15,975
  Nuclear fuel, net.......................................          1,352          1,585
                                                             -------------  -------------
      Total net utility plant.............................      2,176,317      2,202,816
                                                             -------------  -------------

Other Property and Investments:                              
  Nuclear decommissioning trusts, at market...............          2,584          2,436
  Investments in regional nuclear generating                 
   companies and subsidiary company, at equity............         19,200         19,300
  Other, at cost..........................................          1,112          1,103
                                                             -------------  -------------
                                                                   22,896         22,839
                                                             -------------  -------------

Current Assets:                                              
  Cash....................................................            222            117
  Notes receivable from affiliated companies..............         86,850         19,100
  Receivables, net........................................         93,649         91,535
  Accounts receivable from affiliated companies...........          1,214          1,486
  Accrued utility revenues................................         29,443         33,984
  Fuel, materials, and supplies, at average cost..........         43,553         41,717
  Prepayments and other...................................          5,275         11,196
                                                             -------------  -------------
                                                                  260,206        199,135
                                                             -------------  -------------
Deferred Charges:                                            
  Regulatory assets:
   Income taxes, net......................................        200,905        192,690
   Unrecovered contractual obligation (Note 4)<F4>........         14,908         18,814
   Recoverable energy costs...............................        226,133        220,093
   Other..................................................          2,380          2,404
  Unamortized debt expense................................         13,308         14,165
  Deferred receivable from affiliated company.............         33,284         33,284
  Other...................................................          4,591          3,396
                                                             -------------  -------------
                                                                  495,509        484,846
                                                             -------------  -------------


      Total Assets........................................   $  2,954,928   $  2,909,636
                                                             =============  =============

</TABLE>
See accompanying notes to financial statements.

                                           




PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>

                                                                March 31,    December 31,
                                                                  1996           1995
                                                             -------------  -------------
                                                                 (Thousands of Dollars)
<S>                                                             <C>            <C>
CAPITALIZATION AND LIABILITIES
- ------------------------------

Capitalization:                                              
  Common stock--$1 par value.                                
   Authorized and outstanding 1,000 shares................   $          1   $          1
  Capital surplus, paid in................................        422,549        422,385
  Retained earnings.......................................        168,272        143,039
                                                             -------------  -------------
           Total common stockholder's equity..............        590,822        565,425
  Preferred stock subject to mandatory redemption.........        125,000        125,000
  Long-term debt..........................................        686,485        686,485
                                                             -------------  -------------
           Total capitalization...........................      1,402,307      1,376,910
                                                             -------------  -------------

Obligations Under Seabrook Power Contracts
 and Other Capital Leases.................................        873,361        874,292
                                                             -------------  -------------


Current Liabilities:                                                       
  Long-term debt--current portion.........................        172,500        172,500
  Obligations under Seabrook Power Contracts and other                     
   capital leases--current portion........................         40,557         40,996
  Accounts payable........................................         24,381         39,012
  Accounts payable to affiliated companies................         18,855         26,656
  Accrued taxes...........................................          2,567            798
  Accrued interest........................................         23,737          9,648
  Accrued pension benefits................................         39,506         38,606
  Other...................................................         23,754         19,077
                                                             -------------  -------------
                                                                  345,857        347,293
                                                             -------------  -------------


Deferred Credits:                                            
  Accumulated deferred income taxes.......................        255,461        229,057
  Accumulated deferred investment tax credits.............          4,923          5,060
  Deferred contractual obligation (Note 4)<F4>............         14,908         18,814
  Deferred revenue from affiliated company................         33,284         33,284
  Other...................................................         24,827         24,926
                                                             -------------  -------------
                                                                  333,403        311,141
                                                             -------------  -------------

Commitments and Contingencies (Note 6)<F6>


                                                             -------------  -------------
           Total Capitalization and Liabilities...........   $  2,954,928   $  2,909,636
                                                             =============  =============
                                                                           
</TABLE>                                                                   
See accompanying notes to financial statements.                            

                                           


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                           --------------------------
                                                               1996           1995
                                                           -----------    -----------
                                                             (Thousands of Dollars)

<S>                                                           <C>            <C>
Operating Revenues....................................     $  269,540     $  252,337
                                                           -----------    -----------
Operating Expenses:                                        
  Operation --                                             
     Fuel, purchased and net interchange power........         80,227         74,130
     Other............................................         75,457         71,702
  Maintenance.........................................          7,469          7,877
  Depreciation........................................         10,946         10,185
  Amortization of regulatory assets, net..............         14,301         14,136
  Federal and state income taxes......................         24,117         21,670
  Taxes other than income taxes.......................         12,355         10,779
                                                           -----------    -----------
        Total operating expenses......................        224,872        210,479
                                                           -----------    -----------
Operating Income......................................         44,668         41,858
                                                           -----------    -----------
                                                           
Other Income:                                              
  Equity in earnings of regional nuclear generating        
    companies and subsidiary company..................            516            265
  Other, net..........................................            485         (1,516)
  Income taxes........................................            138            978
                                                           -----------    -----------
        Other income, net.............................          1,139           (273)
                                                           -----------    -----------
        Income before interest charges................         45,807         41,585
                                                           -----------    -----------

Interest Charges:                                          
  Interest on long-term debt..........................         17,129         19,818
  Other interest......................................            133            (56)
                                                           -----------    -----------
        Interest charges, net.........................         17,262         19,762
                                                           -----------    -----------

                                                        
Net Income............................................     $   28,545     $   21,823
                                                           ===========    ===========





</TABLE>                                                
See accompanying notes to financial statements.         
                                                        
                                            

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                             -----------------------
                                                                 1996        1995
                                                             ----------- -----------
                                                              (Thousands of Dollars)
<S>                                                             <C>         <C>
Operating Activities:
  Net Income................................................ $   28,545  $   21,823
  Adjustments to reconcile to net cash                       
   from operating activities:                                
    Depreciation............................................     10,946      10,185
    Deferred income taxes and investment tax credits, net...     23,735      18,941
    Amortization of acquisition costs.......................     14,301      14,136
    Other sources of cash...................................      4,982      11,684
    Other uses of cash......................................     (1,302)       -
  Changes in working capital:                                
    Receivables and accrued utility revenues................      2,699       1,145
    Fuel, materials, and supplies...........................     (1,836)     (5,985)
    Accounts payable........................................    (22,432)    (18,769)
    Accrued taxes...........................................      1,769         451
    Other working capital (excludes cash)...................     18,549      21,960
                                                             ----------- -----------
Net cash flows from operating activities....................     79,956      75,571
                                                             ----------- -----------

                                                             

Financing Activities:                                        
  Reacquisitions and retirements of long-term debt..........       -        (23,500)
  Cash dividends on preferred stock.........................     (3,312)     (3,313)
                                                             ----------- -----------
Net cash flows used for financing activities................     (3,312)    (26,813)
                                                             ----------- -----------

                                                             
Investment Activities:                                       
  Investment in plant:                                       
    Electric utility plant..................................     (8,741)    (13,279)
    Nuclear fuel............................................          1        (197)
                                                             ----------- -----------
  Net cash flows used for investments in plant..............     (8,740)    (13,476)
  NU System Money Pool......................................    (67,750)    (35,500)
  Other investment activities, net..........................        (49)        113
                                                             ----------- -----------
Net cash flows used for investments.........................    (76,539)    (48,863)
                                                             ----------- -----------
Net Increase (Decrease) in Cash For The Period..............        105        (105)
                                                             
Cash - beginning of period..................................        117         296
                                                             ----------- -----------
Cash - end of period........................................ $      222  $      191
                                                             =========== ===========


</TABLE>
See accompanying notes to financial statements.

                                          


                    PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

                   NOTES TO FINANCIAL STATEMENTS (UNAUDITED)


1.   PRESENTATION

     The accompanying unaudited financial statements should be read in
     conjunction with the Annual Report of Public Service Company of New
     Hampshire (the company or PSNH) on Form 10-K for the year ended
     December 31, 1995 (1995 Form 10-K).  In the opinion of the company, the
     accompanying financial statements contain all adjustments necessary to
     present fairly the financial position as of March 31, 1996, the results of
     operations for the three months ended March 31, 1996 and 1995, and the
     statements of cash flows for the three months ended March 31, 1996 and
     1995.  All adjustments are of a normal, recurring, nature.  The results of
     operations for the three months ended March 31, 1996 and 1995 are not
     necessarily indicative of the results expected for a full year.

     Northeast Utilities (NU) is the parent company of the Northeast Utilities
     system (the system).  The system furnishes retail electric service in
     Connecticut, New Hampshire, and western Massachusetts through four wholly
     owned subsidiaries, The Connecticut Light and Power Company (CL&P), PSNH,
     Western Massachusetts Electric Company (WMECO), and Holyoke Water Power
     Company.  A fifth wholly owned subsidiary, North Atlantic Energy
     Corporation (NAEC), sells all of its capacity to PSNH.  In addition to its
     retail service, the system furnishes firm and other wholesale electric
     services to various municipalities and other utilities.  The system serves
     about 30 percent of New England's electric needs and is one of the 20
     largest electric utility systems in the country as measured by revenues.
     The preparation of financial statements in conformity with generally
     accepted accounting principles requires management to make estimates and
     assumptions that affect the reported amounts of assets and liabilities and
     disclosures of contingent liabilities at the date of the financial
     statements and the reported amounts of revenues and expenses during the
     reporting period.  Actual results could differ from those estimates.

     Certain reclassifications of prior period data have been made to conform
     with the current period presentation.

2.   NEW ACCOUNTING STANDARD

     The Financial Accounting Standards Board (FASB) issued Statement of
     Financial Accounting Standards (SFAS) 121, Accounting for the Impairment of
     Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, in March
     1995.  SFAS 121 establishes accounting standards for evaluating and
     recording asset impairment.  The company adopted SFAS 121 as of January 1,
     1996.  SFAS 121 requires the evaluation of long-lived assets for impairment
     when certain events occur or when conditions exist that indicate the
     carrying amounts of assets may not be recoverable.

     SFAS 121 requires that any assets, including regulatory assets, that are no
     longer probable of recovery through future revenues be revalued based on
     estimated future cash flows.  If the revaluation is less than the book
     value of the asset, an impairment loss would be charged to earnings.  Based
     on the current regulatory environment in the system's service areas, as of
     March 31, 1996, SFAS 121 did not have a material impact on the company's
     financial position or results of operations. This conclusion may change in
     the future as competitive factors influence wholesale and retail pricing in
     the electric utility industry or if the cost-of-service based regulatory
     structure were to change.  For further information on the company's
     regulatory environment, refer to Management's Discussion and Analysis of
     Financial Condition and Results of Operations (MD&A), and Part II, Item 5,
     "Other Information," in this Form 10-Q and the Notes to Financial
     Statements in PSNH's 1995 Form 10-K.

3.   NUCLEAR DECOMMISSIONING

     The staff of the Securities and Exchange Commission has questioned certain
     of the current accounting practices of the electric utility industry,
     including the company, regarding the recognition, measurement, and
     classification of decommissioning costs for nuclear generating stations in
     the financial statements of electric utilities.  In response to these
     questions, the FASB has agreed to review the accounting for removal costs,
     including decommissioning, and has issued a proposed statement "Accounting
     for Liabilities Related to Closure or Removal of Long-Lived Assets" in
     February 1996.  If current electric utility industry accounting practices
     for such decommissioning are changed:  (1) annual provisions for
     decommissioning could increase, (2) the estimated cost for decommissioning
     could be recorded as a liability rather than as accumulated depreciation,
     and (3) trust fund income from the external decommissioning trusts could be
     reported as investment income rather than as a reduction to decommissioning
     expense.

4.   YANKEE ATOMIC ELECTRIC COMPANY (YAEC)

     PSNH holds a 7.0 percent ownership interest in YAEC.  YAEC's nuclear power
     plant was shut down permanently on February 26, 1992.  YAEC is in the
     process of dismantling its nuclear facility.  Effective January 1996, YAEC
     began billing its sponsors, including CL&P, WMECO, and PSNH, amounts based

     on a revised estimate approved by the Federal Energy Regulatory Commission
     that assumes decommissioning by the year 2000.  This revised estimate was
     based on continued access to the Barnwell, South Carolina, low-level
     radioactive waste facility, changes in assumptions about earnings on
     decommissioning trust investments, and changes in other decommissioning
     cost assumptions.  As of January  1996, the estimated remaining costs,
     including decommissioning based on YAEC's revised estimate amounted to
     $225.2 million, of which PSNH's share was approximately $15.8 million.

     For further information on YAEC, refer to the Notes to Financial Statements
     in PSNH's 1995 Form 10-K.

5.   SHORT-TERM DEBT

     On April 30, 1996, PSNH increased its $125 million revolving-credit
     agreement to $225 million with approval from the New Hampshire Public
     Utilities Commission (NHPUC).  In addition, the agreement, which was
     scheduled to expire in May 1996, has been extended, so that $100 million of
     the agreement will expire April 1997 and the remaining $125 million will
     expire April 1999.  PSNH will use the facility in part to finance the
     repayment at maturity of PSNH's $172.5 million of Series A first mortgage
     bonds on May 16, 1996.  For further information on Short-Term Debt, see the
     Notes to Financial Statements in PSNH's 1995 Form 10-K.

6.   COMMITMENTS AND CONTINGENCIES

     A.   Construction Program:  For information regarding PSNH's construction
          program, see the Notes to Financial Statements in PSNH's 1995
          Form 10-K.
     B.   Nuclear Performance:  On January 31, 1996, the Nuclear Regulatory
          Commission (NRC) announced that the three Millstone nuclear power
          plants had been placed on its "watch list" because of long-standing
          performance concerns.  The NRC cited a number of operational problems,
          that have arisen since 1990 at the Millstone plants.

          On March 30, 1996, Millstone 3, a 1154-MW pressurized-water reactor
          that is jointly owned by CL&P (52.93 percent), WMECO (12.24 percent),
          PSNH (2.85 percent), and other New England utilities, was shut down
          following an engineering evaluation which determined that four safety-
          related valves would not be able to perform their design function
          during certain postulated events. On April 4, 1996, the NRC issued NU
          a letter requesting it to submit, no later than seven days prior to
          restart of the unit, information describing the actions taken to
          ensure the future operation of the unit will be conducted in
          accordance with the terms and conditions of its operating license, NRC
          regulations, and the plant's updated Final Safety Analysis Report
          (collectively, "NRC requirements").  The letter also requires that
          certain specific technical issues be resolved to the NRC's
          satisfaction prior to restarting the unit.

          On March 7, 1996, the NRC issued a letter to Northeast Utilities
          Service Company (NUSCO), requesting operational assurances related to
          the Connecticut Yankee nuclear unit (CY), a 575-MW pressurized water
          reactor that is jointly owned by CL&P (34.5 percent), WMECO (9.5
          percent), PSNH (5.0 percent), and other New England utilities, in
          which NUSCO serves as agent for CY. The NRC's letter also requested
          CY's plans and schedules for performing comprehensive compliance
          checks.  Operations at CY were not restricted by the NRC's request.
          NUSCO filed a response to the NRC's request on April 8, 1996.  A two-
          week NRC review of the plant followed the submission of CY's response.
          Based on that review, CY will update its April 8, 1996 letter to
          address the NRC inspection findings by May 30, 1996.  Management
          believes that the outcome of the NRC's inspection at CY will not have
          a material adverse impact on PSNH's financial position and results of
          operations.  NRC activities are continuing and management cannot
          predict at this time what additional actions, if any, the NRC will
          take with respect to CY.

          As of May 6, 1996, Millstone 3 was out of service, as the engineering
          analysis needed to respond to the NRC requirements is still being
          performed.  PSNH's share of monthly replacement power costs are not
          expected to be significant. Management estimates that the work
          required to comply with the NRC requirements will be completed by
          early July 1996 for Millstone 3.  Management cannot predict at this
          time how long the NRC's review will take or what additional actions,
          if any, will be required before the unit is allowed to restart.
          Recovery of replacement power costs for Millstone 3 will be subject to
          prudence reviews by the NHPUC for PSNH.

          In addition to the replacement power costs, PSNH expects to incur
          operation and maintenance costs (O&M) related to the NRC's actions at
          Millstone 3, which are not expected to be significant. Management
          cannot estimate at this time when Millstone 3 will return to service,
          nor can management predict the possible loss or range of loss the
          company may incur as a result of NRC actions related to the operations
          of Millstone 3 or CY.

          For further information on the company's nuclear performance, refer to
          the company's Form 8-K dated March 30, 1996, the MD&A and Part II,
          Item 5, "Other Information" in this Form 10-Q and PSNH's 1995 Form 10-
          K.

     C.   Environmental Matters:  For information regarding environmental
          matters, see the Notes to Financial Statements in PSNH's 1995 Form
          10-K.

     D.   Nuclear Insurance Contingencies:  For information regarding nuclear
          insurance contingencies, see the Notes to Financial Statements in
          PSNH's 1995 Form 10-K.

     E.   Long-Term Contractual Arrangements:  For information regarding long-
          term contractual arrangements, see Part II, Item 5 - "Other
          Information" in this Form 10-Q and the Notes to Financial Statements
          in PSNH's 1995 Form 10-K.


                    PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

This section contains management's assessment of PSNH's (the company) financial
condition and the principal factors having an impact on the results of
operations.  The company is a wholly-owned subsidiary of Northeast Utilities
(NU). This discussion should be read in conjunction with PSNH's consolidated
financial statements and footnotes in this Form 10-Q, the 1995 Form 10-K, and
the Form 8-Ks dated January 31, 1996 and March 30, 1996.


FINANCIAL CONDITION

OVERVIEW

Net income was approximately $29 million for the three months ended March 31,
1996, an increase of approximately $7 million from approximately $22 million for
the same period in 1995. The 1996 net income was higher primarily due to higher
revenues from higher retail kilowatt-hour sales and lower interest charges.

RATE MATTERS

In 1995, the New Hampshire Legislature created a committee to review the
industry's structure and called for the New Hampshire Public Utilities
Commission (NHPUC) to initiate a two year retail-wheeling pilot program.  The
program, which is expected to  begin by the end of May 1996, will initially
impact 3 percent of PSNH's peak retail electric load (approximately 12,000
customers). The NHPUC has approved PSNH's plan for participation in the retail-
wheeling pilot program.  Under this plan, PSNH would recover all of its costs
above an assumed market price of power and provide a 10-percent incentive credit
off its traditional rates to customers who participate in the program to
encourage customer participation in the two year experiment.  If actual market
prices differ from the assumed level, the NHPUC has stated that utilities may
seek recovery of the difference.  The NHPUC has required that PSNH participate
in the competitive energy sales portion of the pilot program through a separate
affiliated company.  An application seeking authority for a PSNH affiliate to
participate in the pilot program is currently pending before the Securities and
Exchange Commission.

The New Hampshire Legislature has passed legislation calling for the
restructuring of the electric-power industry to provide competition and customer
choice no later than July 1, 1998.  The legislation, which is awaiting signature
by the Governor, seeks to maintain universal service, environmental protections,
and benefits for all consumers, while creating near-term rate relief.  The
legislation specifically limits stranded cost recovery to that which is legally
required under applicable regulation or law.  The NHPUC is required to issue an
Order establishing a statewide restructuring plan no later than February 28,
1997. Utilities must submit compliance filings no later than June 30, 1997.

In April 1996, PSNH publicly announced a proposal to begin negotiations with the
state on rates and other matters.  PSNH indicated that, with state support, PSNH
may be able to lower its allowed rates by as much as 10 percent and cap them
through 2000.  Such an agreement would be effective subsequent to the final 5.5-
percent rate increase effective June 1, 1996, which is allowed under the current
rate agreement.  The outcome of the proposal, which would require the adoption
of a series of creative financial and regulatory measures, cannot be predicted
at this time.

NUCLEAR PERFORMANCE

PSNH has a 2.85-percent ownership interest in Millstone 3 and a 5 percent
ownership interest in the Connecticut Yankee Atomic Power Company (CYAPC).  In
addition, PSNH is obligated to purchase North Atlantic Energy Corporation's
35.98 percent share of the capacity and output generated by Seabrook 1.

On January 31, 1996, the NRC placed Millstone units 1, 2, and 3 (Millstone) on
its watch list, which calls for increased NRC inspection attention.  The NRC's
action referred to a number of performance concerns that have arisen since 1990,
including the inability to resolve employee safety concerns.

On March 7, 1996, the NRC requested operational assurances from Millstone 3 and
the CYAPC, with respect to the Connecticut Yankee Nuclear Power Plant (CY), as
well as plans and schedules for performing comprehensive compliance checks.
Operation of the units was not restricted by the NRC's March 7th request.

On March 30, 1996, NU  took Millstone 3 out of service as a result of an
engineering evaluation that determined certain system-isolation valves would not
perform properly under certain situations.  On April 4, 1996, the NRC issued a
letter requesting information no later than 7 days prior to the restart of the
unit assessing the plant's readiness in ensure that the future operation of the
plant will be conducted in accordance with the terms and conditions of its
operating license, Updated Final Safety Analysis Reports, and the NRC's
regulations.

On April 8, 1996, CYAPC submitted its response to the NRC's March 7th letter.
Subsequent to NU's submission, the NRC conducted a two-week inspection at CY,
focused on engineering and licensing documentation and practices.  The NRC
provided its preliminary inspection findings at a meeting with plant management
on April 26, 1996.  The NRC's conclusions, which will be more fully described in
a written inspection report to be issued within the next several weeks, included
findings that in certain instances CY's plant design is not conservative and
that the technical bases for design or operations decisions are not well
documented.  Even with these findings, the NRC indicated that it did not believe
that CY was unsafe to operate.  The NRC has requested that CYAPC supplement its
April 8th letter to address these inspection findings and explain why CY remains
safe to operate while the inspection findings are addressed.  CYAPC's
supplemental letter is to be submitted by May 30, 1996.  The NRC's activities
are continuing and management cannot predict at this time what additional
activities, if any, the NRC will take with respect to CY.

On April 22, 1996, the NRC announced the results of a recent inspection at
Seabrook 1.  The NRC indicated that it found Seabrook 1 to be a well-operated
facility and found no major safety issues or weaknesses.  The NRC noted that it
would reduce inspections in a number of areas at Seabrook 1 as a result of its
findings.

The work necessary to respond to the NRC's letter regarding  Millstone 3 is
expected to be completed by July 2, 1996.  The NRC has required that this
information be submitted no later than 7 days before the unit returns to
operation.  Since the NRC will carefully review the response before permitting
the unit to return to operation, management cannot predict at this time how long
the NRC's review will take or what additional actions, if any, will be required
before the unit is allowed to restart.  This estimate could be affected by the
discovery of additional issues and necessary corrective work.

Based on PSNH's 2.85-percent ownership interest in Millstone 3, monthly
replacement-power costs attributable to the Millstone 3 outage are not expected
to be significant for PSNH.

In addition to the costs of replacement power, there are, and will be,
incremental operation and maintenance (O&M) costs associated with the Millstone
3 outage and the NRC review. Because it cannot be known with any certainty how
long the unit will remain out of service, management can only provide general
estimates of the amount of direct costs that will be incurred.  PSNH's portion
of these costs is not estimated to be significant.  It is likely that these
costs will increase as additional projects are identified by NU or the NRC.

The recovery of fuel and outage costs are subject to prudence reviews.  While it
is too early to estimate the total amount of replacement-power and other costs
that will result from the NRC's review of Millstone 3, or what the results of
any prudence reviews will be.  Management does not expect the impact to be
material to PSNH.

In April 1996, the NU Board of Trustees (the Board) announced the formation of a
special committee of the Board to provide high-level oversight of the safety and
effectiveness of NU's nuclear operations, progress toward resolving open NRC
issues, and progress in resolving employee, community, and customer concerns.
The new committee will consist exclusively of outside trustees and will be
chaired by E. Gail de Planque, a Board member who is a former NRC commissioner.

LIQUIDITY AND CAPITAL RESOURCES

Cash provided from operations increased approximately $4 million for the first
three months of 1996, from 1995, primarily due to higher revenues from
recoveries of fuel costs paid in prior periods, partially offset by higher cash
operating expenses.  Cash used for financing activities decreased approximately
$24 million for the first three months of 1996, from 1995, primarily due to the
repayment in 1995 of the variable rate Term Loan. Cash used for investments
increased approximately $28 million for the first three months of 1996, from
1995, primarily due to an increase in loans to the NU system Money Pool.

In April 1996, Standard & Poor's Ratings Group placed the ratings of PSNH and
NAEC on CreditWatch with negative implications.  These rating actions could
adversely affect the future availability and cost of funds.

Also, in April 1996, PSNH increased the limit, and extended the expiration date
of, its revolving-credit agreement limit.  PSNH will draw funds under this new 
facility in addition to using available cash to fund the maturity of its $172.5
million first mortgage bond in May 1996.

RESULTS OF OPERATIONS

Comparison of the First Quarter of 1996 with the First Quarter of 1995
- ----------------------------------------------------------------------


Operating revenues increased approximately $17 million in the first quarter of
1996, from 1995.  The components of the change in operating revenues are as
follows:


Changes in Operating Revenues              Increase/(Decrease)
- -----------------------------              -------------------

                                          (Millions of Dollars)

Regulatory decisions                          $  2
Fuel,  purchased power,
  and FPPAC cost recoveries                     10
Sales volume                                     5
                                              ----

Total revenue change                           $17
                                               ===

Revenues related to regulatory decisions increased primarily because of the June
1995 retail rate increase. Fuel, purchased-power, and Fuel and Purchased Power
Adjustment Clause (FPPAC) cost recoveries increased primarily due to higher
energy and purchased power costs.  Retail kilowatt-hour sales increased
approximately 3 percent for the first quarter of 1996 from 1995 sales levels
primarily due to milder weather in the first three months of 1995.

Fuel, purchased and net interchange power expense increased approximately $6
million in the first quarter of 1996, from 1995, primarily due to an increase in
energy costs due to higher retail sales and higher purchases from outside
utilities.

Other Operation and Maintenance expense increased approximately $3 million in
the first quarter of 1996, from 1995, partially due to higher pension and
benefits costs.

Other, net increased approximately $2 million in the first quarter of 1996, from
1995, primarily due to the 1995 increase to the environmental reserve
established for the Laconia, New Hampshire coal tar site.

Interest on long-term debt decreased approximately $3 million in the first
quarter of 1996, from 1995, primarily due to the 1995 repayment of the variable
rate Term Loan.

Federal and State Income taxes increased approximately $2 million in the first
quarter of 1996, from 1995, primarily due to higher taxable income.

Taxes other than income taxes increased approximately $2 million in the first
quarter of 1996, from 1995, primarily due to higher 1996 New Hampshire property
taxes.



                          PART II.  OTHER INFORMATION


ITEM 1.LEGAL PROCEEDINGS

1.     On April 10, 1996, NU received a letter from a representative of a
       shareholder demanding that it commence legal action against Bernard M.
       Fox and certain unnamed officers and directors with regard to operations
       at Millstone Station.  On April 23, 1996, NU's Board of Trustees created
       a special committee that would, among other responsibilities, conduct an
       independent review and investigation of the allegations contained in the
       letter and make recommendations as to how the Board of Trustees should
       respond to the letter.

       In addition, on April 19, 1996, NU was served with a civil complaint
       naming as defendants certain current and former trustees and officers.
       The complaint was brought as a shareholder derivative action in the
       Massachusetts Superior Court for the Hampden Division seeking to recover
       unspecified damages for alleged losses purportedly arising out of NU's
       operation of Millstone Station.  NU is presently evaluating this matter.
        NU has also been served in two similar proceedings in Connecticut
       Supreme Court.

ITEM 5.   OTHER INFORMATION

1.     On April 9, 1996, Northeast Nuclear Energy Company ("NNECO") and the
       Nuclear Regulatory Commission ("NRC") staff filed a joint motion to
       terminate the NRC proceeding which began in 1995 when several New
       England based public interest groups requested a hearing on the
       Millstone 1 license amendment which explicitly authorized the practice
       of offloading the full reactor core during refueling outages.  The joint
       motion was based on representations by counsel for the petitioners that
       the matter would no longer be pursued.  On April 15, 1995, the NRC's
       Atomic Safety and Licensing Board granted the joint motion to terminate
       the proceeding.

       For additional information on this proceeding, see "Item 1. Business -
       Electric Operations - Nuclear Generation - Millstone Units" in PSNH's
       1995 Form 10-K.

2.     On May 3, 1996, NU was advised by the Office of the U.S. Attorney for
       the District of Connecticut (U.S. Attorney) that it had received a
       report by the NRC Office of Investigations (OI) relating to full core
       off-load procedures and certain related matters at Millstone Station.
       The OI referred the report to the U.S. Attorney for review for possible
       criminal prosecution and NU has been informed that the U.S. Attorney is
       in the early stages of reviewing its conduct.  NU does not have the OI's
       report and therefore cannot evaluate either whether the report is
       accurate or what any civil or criminal consequences may be.  Despite the
       possibility that some form of prosecutorial action might be initiated,
       management does not believe that any System company or officer has
       engaged in conduct that would warrant a federal criminal prosecution and
       intends to fully cooperate with the U.S. Attorney in the investigation.


3.     In early 1996, the New Hampshire Public Utilities Commission ("NHPUC")
       began a proceeding to decide whether to approve the settlement
       agreements which Public Service Company of New Hampshire ("PSNH") had
       reached with certain wood-fired nonutility generators ("NUGs").  On
       March 11, 1996, the NHPUC decided, although the settlement agreements
       contain a waiver of all claims by every party for past purchases of the
       NUGs' output, to review whether PSNH had used its best efforts to
       negotiate the settlements.  On April 11, 1996, PSNH filed a Motion for
       Rehearing with the NHPUC.

       For additional information on this matter, see "Item 1. Business - Rates
       - New Hampshire Retail Rates - NUGs" in PSNH's 1995 Form 10-K.

4.     On March 27, 1996, the New Hampshire Electric Cooperative ("NHEC") filed
       a Complaint, Request for Initiation of Proceedings and Motion for
       Deferral requesting that FERC initiate proceedings to determine whether
       PSNH is improperly billing NHEC costs associated with installation and
       maintenance of selective non-catalytic reduction ("SNCR") technology at
       PSNH's fossil-generating station Merrimack Unit 2.  These costs result
       from the installation of pollution control measures necessary to comply
       with the Federal Clean Air Act Amendments of 1990.  On March 25, 1996,
       the NHPUC had indicated that PSNH would be allowed to recover only those
       costs associated with the installation of SNCR technology through the
       FPPAC.  The NHPUC agreed that recovery of all amounts was appropriate
       once the $20 million capital or the $2 million expense thresholds had
       been reached and allowed PSNH to combine total costs for all units to
       determine the threshold amount.  The NHPUC has yet to issue a written
       order in this proceeding.

       For additional information on this proceeding, see "Item 1. Business -
       Rates - New Hampshire Retail Rates - FPPAC" in PSNH's 1995 Form 10-K.

5.     On April 24, 1996, FERC issued its final open access rule (the ``Rule'')
       to promote competition in the electric industry.  The Rule will require,
       among other things, all public utilities that own, control or operate
       facilities used for transmitting electric energy in interstate commerce
       to file an open-access, non-discriminatory transmission tariff and to
       take transmission service for their own new wholesale sales and
       purchases under the open-access tariffs.  The Rule also requires public
       utilities to develop and maintain a same-time information system that
       will give existing and potential transmission users the same access to
       transmission information that the public utility enjoys, and requires
       public utilities to separate transmission from generation marketing
       functions and communications.  The Rule also supports full recovery of
       legitimate, prudent and verifiable stranded costs associated with
       providing open access transmission services.

       On March 29, 1996, FERC approved NU's transmission tariffs, where were
       revised to meet the comparability standards articulated in the Notice of
       Proposed Rulemaking that preceded the Rule and conditioned acceptance of
       NU's market-based power sales tariff, where it permits NU to sell power
       to wholesale customers outside of New England, on the removal of certain
       language.  NU submitted the required compliance filing to FERC on April
       12, 1996.  As a result of the Rule, NU will refile its transmission
       tariffs to conform with the minimum terms and conditions set forth in
       the Rule.  Management is continuing to review what other steps, if any,
       must be taken to comply with the Rule.

       For additional information on this matter, see "Item 1. Business -
       Competition and Marketing - Wholesale Marketing" in PSNH's 1995 Form 10-
       K.

ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K

(a)    Listing of Exhibits:

       Exhibit Number         Description
       --------------         -----------


               27             Financial Data Schedule

(b)    Reports on Form 8-K:

1.     PSNH filed a Form 8-K dated January 31, 1996 disclosing that the NRC had
       placed Millstone station on its  "watch list."

2.     PSNH filed a Form 8-K dated March 30, 1996 updating the status of
       Millstone station as related to the NRC's actions to date.


                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



                           PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                           ---------------------------------------

                                           Registrant



Date  May 8, 1996              By /s/ Bernard M. Fox
      -----------                 -----------------------------------

                                      Bernard M. Fox
                                    Chairman, Chief Executive Officer
                                      and Director



Date  May 8, 1996              By /s/ John J. Roman
      -----------                 ------------------------------------

                                    John J. Roman
                                    Vice President and Controller


















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