<PAGE>
File No. 70-6971
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 10
to
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ENERGY INCORPORATED
25 Research Drive
Westborough, Massachusetts 01582
(Name of company filing this statement
and address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company in parent system)
John G. Cochrane Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and Addresses of agents for service)
<PAGE>
PAGE 2
1. Item 1: as set forth in Post-Effective Amendment No. 9 is
amended by adding the following paragraph between the fifth
and sixth paragraphs of Part B:
------------------------------------------------------------
NEEI will enter into such agreements only with
counterparties (1) whose long term debt has, at the time of the
transaction, no lower than an "A" rating from Moody's Investors
Service, Inc. ("Moody's"), or an equivalent rating from Standard
& Poor's Corporation("S & P"); or (2) whose short term debt has,
at the time of the transaction, no lower than a P1 rating from
Moody's or an equivalent rating from S & P. In addition, NEEI
will enter only into swap agreements which provide for the
application of the law of the United Kingdom or of the state of
New York to the interpretation and enforcement of the agreement.
2. Item 6: as set forth in Post-Effective Amendment No. 9 is
amended by adding the following new paragraph after the
first paragraph of Item 6:
------------------------------------------------------------
In addition to and as part of the quarterly filing
requirements required previously in this matter, NEEI shall, in
connection with any Swap Agreement or other interest rate
protection mechanism, provide the following under rule 24(a):
(1) NEEI will certify any new Swap Agreement or other type
of interest rate protection mechanisms to the Commission within
10 days after the consummation of the new agreement;
(2) NEEI will certify any adverse activity associated with
these agreements and mechanisms to the Commission within 10 days
after learning of such adverse activity; provided, however, that
adverse activity of a de minimis nature shall not be subject to
certification; and
(3) Within forty-five days following the close of each
fiscal quarter, NEEI will submit to the Commission a list of all
swap and interest rate protection activity undertaken in that
quarter.
3. Item 6: as set forth in Post-Effective Amendment No. 9 is
amended by updating the financial data schedule exhibits
with the following financial data schedules:
------------------------------------------------------------
G-1 Financial Data Schedule - NEEI
G-2 Financial Data Schedule - NEES
<PAGE>
PAGE 3
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned Company has duly caused this
Post-Effective Amendment No. 10 (Commission File No. 70-6971) to
be signed on its behalf by the undersigned officer thereunto duly
authorized by such Company.
NEW ENGLAND ENERGY INCORPORATED
s/John G. Cochrane
By _____________________________
John G. Cochrane
Treasurer
Dated: December 26, 1995
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description Page
- ------- ----------- ----
G-1 Financial Data Schedule - NEEI Filed herewith
G-2 Financial Data Schedule - NEES Filed herewith
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME,
RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ENERGY
INCORPORATED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0
<OTHER-PROPERTY-AND-INVEST> 242,396
<TOTAL-CURRENT-ASSETS> 37,111
<TOTAL-DEFERRED-CHARGES> 0
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 279,507
<COMMON> 2
<CAPITAL-SURPLUS-PAID-IN> 248
<RETAINED-EARNINGS> (23,045)
<TOTAL-COMMON-STOCKHOLDERS-EQ> (3,592)
0
0
<LONG-TERM-DEBT-NET> 0
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 180,000
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 122,302
<TOT-CAPITALIZATION-AND-LIAB> 279,507
<GROSS-OPERATING-REVENUE> 68,797
<INCOME-TAX-EXPENSE> (3,795)
<OTHER-OPERATING-EXPENSES> 71,800
<TOTAL-OPERATING-EXPENSES> 68,005
<OPERATING-INCOME-LOSS> 792
<OTHER-INCOME-NET> 3
<INCOME-BEFORE-INTEREST-EXPEN> 795
<TOTAL-INTEREST-EXPENSE> 2,463
<NET-INCOME> (1,668)
0
<EARNINGS-AVAILABLE-FOR-COMM> 0
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 0
<CASH-FLOW-OPERATIONS> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<PAGE>
[ARTICLE] UT
[LEGEND] THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED
STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
[MULTIPLIER] 1,000
<TABLE>
<S> <C>
[FISCAL-YEAR-END] DEC-31-1995
[PERIOD-END] SEP-30-1995
[PERIOD-TYPE] 12-MOS
[BOOK-VALUE] PER-BOOK
[TOTAL-NET-UTILITY-PLANT] 3,834,159
[OTHER-PROPERTY-AND-INVEST] 385,374
[TOTAL-CURRENT-ASSETS] 501,419
[TOTAL-DEFERRED-CHARGES] 426,849 <F1>
[OTHER-ASSETS] 0
[TOTAL-ASSETS] 5,147,801
[COMMON] 64,970
[CAPITAL-SURPLUS-PAID-IN] 736,823
[RETAINED-EARNINGS] 820,090
[TOTAL-COMMON-STOCKHOLDERS-EQ] 1,620,367 <F4>
[PREFERRED-MANDATORY] 0
[PREFERRED] 147,016 <F2>
[LONG-TERM-DEBT-NET] 1,639,356
[SHORT-TERM-NOTES] 192,600 <F3>
[LONG-TERM-NOTES-PAYABLE] 0
[COMMERCIAL-PAPER-OBLIGATIONS] 0
[LONG-TERM-DEBT-CURRENT-PORT] 22,520
[PREFERRED-STOCK-CURRENT] 0
[CAPITAL-LEASE-OBLIGATIONS] 0
[LEASES-CURRENT] 0
[OTHER-ITEMS-CAPITAL-AND-LIAB] 1,525,942
[TOT-CAPITALIZATION-AND-LIAB] 5,147,801
[GROSS-OPERATING-REVENUE] 2,248,401
[INCOME-TAX-EXPENSE] 117,670
[OTHER-OPERATING-EXPENSES] 1,832,580
[TOTAL-OPERATING-EXPENSES] 1,950,250
[OPERATING-INCOME-LOSS] 298,151
[OTHER-INCOME-NET] 17,752
[INCOME-BEFORE-INTEREST-EXPEN] 315,903
[TOTAL-INTEREST-EXPENSE] 106,751
[NET-INCOME] 192,731
[PREFERRED-STOCK-DIVIDENDS] 8,689 <F2>
[EARNINGS-AVAILABLE-FOR-COMM] 192,731
[COMMON-STOCK-DIVIDENDS] 151,326
[TOTAL-INTEREST-ON-BONDS] 105,284
[CASH-FLOW-OPERATIONS] 401,167
[EPS-PRIMARY] $2.97
[EPS-DILUTED] $2.97
<FN>
<F1> Total deferred charges includes other assets and accrued Yankee Atomic
costs.
<F2> Preferred stock reflects preferred stock of subsidiaries. Preferred
stock dividends reflect preferred stock dividends of subsidiaries.
<F3> Short-term notes includes commercial paper obligations and notes payable
to banks.
<F4> Total common stockholders equity is reflected net of treasury stock at
cost.
</FN>
</TABLE>
