<PAGE>
File No. 70-8625
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
GRANITE STATE ELECTRIC COMPANY
407 Miracle Mile, Suite 1
Lebanon, New Hampshire 03766
(Name of company filing this statement and
address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
Howard W. McDowell Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and address of agents for service)
<PAGE>
The Form U-1 Application/Declaration filed May 3, 1995, is
amended as follows:
" Item 1. Description of Proposed Transaction" is amended by
adding the following paragraph:
Neither New England Electric System nor any subsidiary has an
ownership interest in an exempt wholesale generator ("EWG") or
foreign utility company ("FUCO") as defined in Sections 32 and 33
of the Act. Additionally, neither New England Electric System nor
any subsidiary is a party to, or has any rights under, a service,
sales, or construction agreement with an EWG or a FUCO.
" Item 6. Exhibits and Financial Statements" is amended by (i)
replacing the originally filed Exhibit G with the Exhibit G filed
herewith and (ii) supplying the following exhibits and financial
statements:
(a) Exhibits
F Opinion of Counsel.
(b) Financial Statements *
1-a Balance sheet of Granite as of March 31, 1995,
actual and pro forma.
1-b Balance sheet of NEES and subsidiaries
consolidated, for the twelve months ended March
31, 1995, actual and pro forma.
2-a Statement of Income and Retained Earnings of
Granite for the twelve months ended March 31,
1995, actual and pro forma.
2-b Statement of Income and Retained Earnings of NEES
and subsidiaries consolidated, for the twelve
months ended March 31, 1995, actual and pro
forma.
3-a Financial data schedules for Granite, actual and
pro forma.
3-b Financial data schedules for NEES and
subsidiaries consolidated, actual and pro forma
* Pro forma effect of the issuance of a $5 million Note has
been shown.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 1 to Application/Declaration on Form U-1 to be signed
on its behalf by the undersigned officer thereunto duly authorized.
GRANITE STATE ELECTRIC COMPANY
s/Howard W. McDowell
By:
Howard W. McDowell
Treasurer
Date: May 16, 1995
<PAGE>
EXHIBIT AND FINANCIAL STATEMENT
INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
F Opinion of Counsel Filed herewith
G Schedule of Fees and Expenses Filed herewith
FINANCIAL
STATEMENT NO.
- -------------
1-a Balance sheet of Granite as of March 31,Filed herewith
1995, actual and pro forma.
1-b Balance sheet of NEES and subsidiaries Filed herewith
consolidated, for the twelve months ended
March 31, 1995, actual and pro forma.
2-a Statement of Income and Retained EarningsFiled herewith
of Granite for the twelve months ended
March 31, 1995, actual and pro forma.
2-b Statement of Income and Retained EarningsFiled herewith
of NEES and subsidiaries consolidated, for
the twelve months ended March 31, 1995,
actual and pro forma.
3-a Financial data schedules for Granite, Filed herewith
actual and pro forma.
3-b Financial data schedules for NEES and Filed herewith
subsidiaries consolidated, actual and
pro forma.
<PAGE>
Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
===================================================
May 15, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20849
Re: Granite State Electric Company
File No. 70-8625
Dear Commissioners:
Granite State Electric Company (the "Company") is a New Hampshire
corporation. New England Electric System ("NEES"), a Massachusetts voluntary
association, owns all of the Company's common stock. NEES is a registered
holding company under the Public Utilities Company Holding Act of 1935 ("the
Act"). The Company is an electric utility company as defined in the Act.
The Company has requested authority to issue and sell one or more long-
term notes in an aggregate principle amount not to exceed $5 million ("the
Note") through the end of 1995 for a term not to exceed 30 years.
By Order Nos. 20,741 and 21,466 (DF 92-219), dated February 4, 1993 and
December 19, 1994, respectively, of the New Hampshire Public Utility
Commission, the Company was authorized to issue and sell the Note at a fixed
interest rate not exceeding 11 percent through the end of 1995. The Note will
be issued pursuant to a Note Agreement ("Note Agreement").
Directors' votes are required to authorize the issue of the Note and the
specific terms of the Note Agreement. Further, I have been advised that the
Company will not issue the Note unless either (1) the Company satisfies the
interest coverage requirements under its existing Note Agreements or (2) the
Company obtains a waiver of the coverage requirements from its Note holders.
Based on the foregoing and subject to necessary action by the Board of
Directors of the Company, as well as appropriate actions by your Commission
under the Act, it is my opinion that in the event the proposed transaction is
consummated in accordance with the statements of the Company on Form U-1, as
amended:
<PAGE>
Securities and Exchange Commission
Page Two
May 15, 1995
a) All state laws applicable to the proposed
transaction will have been complied with;
b) The Company is validly organized and duly
existing;
c) The Note issued pursuant to the Note
Agreement will be a valid and binding
obligation of the Company in accordance
with the terms, subject to laws of general
application of rights and remedies of
creditors.
d) Consummation of the proposed transaction
will not violate the legal rights of the
holders of any securities issued by the
Company or any associate company thereof.
I hereby consent to the use of this Opinion as part of the statement on
Form U-1, as amended, filed by the Company with the Securities and Exchange
Commission in connection with the proposed transaction.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Attorney for
Granite State Electric Company
<PAGE>
Exhibit G
Schedule of Estimated Fees and Expenses in
Connection with the Proposed
Issue and Sale of $5 Million Granite Notes
Fee for filing under the 1935 Act $ 2,000
Services of NEPSCO*:
Executive and Administrative Department 500
Corporate Department (including attorneys) 4,000
Treasury Department (including accountants) 5,500
Other Departments 500
---------
$ 10,500
Services of Counsel for the Purchasers 50,000
Miscellaneous 13,000
=========
Total $ 75,500
____________________
* New England Power Service Company (NEPSCO) is an affiliated service
company operating pursuant to the provisions of Section 13 of the Act
and the Commission's rules thereunder. The services of NEPSCO are
performed at the actual cost thereof.
<PAGE>
<TABLE>
Financial Statement 1-a
Page 1 of 2
GRANITE STATE ELECTRIC COMPANY
Balance Sheet At March 31, 1995
(Actual and Pro Forma)
(Unaudited)
<CAPTION>
ASSETS
------
ActualAdjustmentsPro Forma
--------------------------
(In Thousands)
<S> <C> <C> <C>
Utility plant, at original cost $61,257 $61,257
Less accumulated provisions for depreciation 16,048 16,048
------- --------------
45,209 45,209
Construction work in progress 665 $ 250 915
------- --------------
Net utility plant 45,874 46,124
------- --------------
Current assets:
Cash 127 127
Accounts receivable:
From sales of electric energy 5,384 5,384
Other (including $655,000 from affiliates) 714 714
Less reserves for doubtful accounts 235 235
------- --------------
5,863 5,863
Materials and supplies, at average cost 361 361
Other current assets 385 385
------- --------------
Total current assets 6,736 6,736
------- --------------
Deferred charges and other assets 2,415 2,415
------- --------------
$55,025 $ 250$55,275
======= ==============
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, par value $100 per share, authorized
and outstanding 60,400 shares $ 6,040 $ 6,040
Other paid-in capital 4,000 4,000
Retained earnings 8,596 8,596
------- --------------
Total common equity 18,636 18,636
Long-term notes 11,000 $ 5,000 16,000
------- --------------
Total capitalization 29,636 5,000 34,636
------- --------------
Current liabilities:
Long-term debt due within one year 1,000 1,000
Short-term debt to affiliates 4,750 (4,750)
Accounts payable (including $7,447,000 to affiliates)7,671 7,671
Accrued taxes 480 480
Other accrued expenses 4,288 4,288
Customer deposits 672 672
Dividends declared 60 60
------- --------------
Total current liabilities 18,921 (4,750)14,171
------- --------------
Deferred federal and state income taxes 3,587 3,587
Unamortized investment tax credits 1,072 1,072
Other reserves and deferred credits 1,809 1,809
------- --------------
$55,025 $ 250$55,275
======= ==============
</TABLE>
<PAGE>
Financial Statement 1-a
Page 2 of 2
GRANITE STATE ELECTRIC COMPANY
The pro forma adjustments to show the estimated effect of the proposed
transactions on the foregoing Balance Sheet at March 31, 1995 are as follows:
Debit - Short-term debt to affiliates $4,750,000
Debit - Construction work in progress $ 250,000
Credit - Long-term notes $5,000,000
To reflect (1) the proposed issue of a New Note and (2) the utilization of
the proceeds from the New Note issue to retire outstanding short-term debt
with the remainder to be used for construction work in progress.
<PAGE>
<TABLE>
Financial Statement 1-b
Page 1 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
At March 31, 1995
(Actual and Pro Forma)
(Unaudited)
<CAPTION>
ASSETS
------
Actual AdjustmentsPro Forma
------ --------------------
(In Thousands)
<S> <C> <C> <C>
Utility plant, at original cost $4,976,825 $4,976,825
Less accumulated provision for
depreciation and amortization 1,644,639 1,644,639
---------- ------- ----------
3,332,186 3,332,186
Net investment in Seabrook 1 under rate settlement30,549 30,549
Construction work in progress 386,790 $250 387,040
---------- ------- ----------
Net utility plant 3,749,525 250 3,749,775
---------- ------- ----------
Oil and gas properties, at full cost 1,252,921 1,252,921
Less accumulated provision for amortization 982,918 982,918
---------- ------- ----------
Net oil and gas properties 270,003 270,003
---------- ------- ----------
Investments:
Nuclear power companies, at equity 46,459 46,459
Other subsidiaries, at equity 41,679 41,679
Other investments, at cost 51,689 51,689
---------- ------- ----------
Total investments 139,827 139,827
---------- ------- ----------
Current assets:
Cash 4,732 4,732
Accounts receivable, less reserves of $16,794,000268,667 268,667
Unbilled revenues 43,600 43,600
Fuel, materials, and supplies, at average cost 97,296 97,296
Prepaid and other current assets 72,836 72,836
---------- ------- ----------
Total current assets 487,131 487,131
---------- ------- ----------
Accrued Yankee Atomic costs 110,661 110,661
Deferred charges and other assets 311,355 311,355
---------- ------- ----------
$5,068,502 $250 $5,068,752
========== ======= ==========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Outstanding - 64,969,652 shares $ 64,970 $ 64,970
Paid-in capital 736,823 736,823
Retained earnings 789,350 789,350
---------- ------- ----------
Total common share equity 1,591,143 1,591,143
Minority interests in consolidated subsidiaries53,029 53,029
Cumulative preferred stock of subsidiaries 147,016 147,016
Long-term debt 1,600,325 $ 5,000 1,605,325
---------- ------- ----------
Total capitalization 3,391,513 5,000 3,396,513
---------- ------- ----------
Current liabilities:
Long-term debt due within one year 37,520 37,520
Short-term debt 163,375 (4,750) 158,625
Accounts payable 134,241 134,241
Accrued taxes 41,173 41,173
Accrued interest 20,770 20,770
Dividends payable 38,631 38,631
Other current liabilities 99,178 99,178
---------- ------- ----------
Total current liabilities 534,888 $(4,750) 530,138
---------- ------- ----------
Deferred federal and state income taxes 749,465 749,465
Unamortized investment tax credits 94,256 94,256
Accrued Yankee Atomic costs 110,661 110,661
Other reserves and deferred credits 187,719 187,719
---------- ------- ----------
$5,068,502 $250 $5,068,752
========== ======= ==========
</TABLE>
<PAGE>
Financial Statement 1-b
Page 2 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
The pro forma adjustments to show the estimated effect of the proposed
transactions on the foregoing Balance Sheet at March 31, 1995 are as follows:
Debit - Short-term debt $5,000,000
Debit - Construction work in progress $ 250,000
Credit - Long-term debt $5,000,000
To reflect (1) the proposed issue and sale of a New Note, and (2) the
utilization of the proceeds from the New Note issue to reduce short-term debt
with the remainder to be used for construction work in progress.
<PAGE>
<TABLE>
Financial Statement 2-a
Page 1 of 2
GRANITE STATE ELECTRIC COMPANY
Statement of Income
Period Ended March 31, 1995
(Actual and Pro Forma)
(Unaudited)
<CAPTION>
Actual Adjustments Pro Forma
------ ----------- ---------
(In Thousands)
<S> <C> <C> <C>
Operating revenue $63,692 $63,692
------- ----- -------
Operating expenses:
Purchased electric energy, principally from
New England Power Company, an affiliate 45,330 45,330
Other operation 9,525 9,525
Maintenance 1,877 1,877
Depreciation 1,986 1,986
Taxes, other than federal income taxes 1,715 1,715
Federal income taxes 551 $ (36) 515
------- ----- -------
Total operating expenses 60,984 (36) 60,948
------- ----- -------
Operating income 2,708 36 2,744
Other income (expense) - net, including
related taxes (97) (97)
------- ----- -------
Operating and other income 2,611 36 2,647
------- ----- -------
Interest:
Interest on long-term notes 1,336 174 1,510
Other interest 360 (73) 287
Allowance for borrowed funds used during
construction - (credit) (22) (22)
------- ----- -------
Total interest 1,674 101 1,775
------- ----- -------
Net income $ 937 $ (65) $ 872
======= ===== =======
Statements of Retained Earnings
Retained earnings at beginning of period $ 8,081
Net income 937
Dividends declared on common stock (422)
-------
Retained earnings at end of period $ 8,596
=======
</TABLE>
<PAGE>
Financial Statement 2-a
Page 2 of 2
GRANITE STATE ELECTRIC COMPANY
The pro forma adjustments to show the estimated effect of the proposed
transactions as applied to the foregoing Statement of Income for the twelve
months ended March 31, 1995 are as follows:
Increase - Interest on long-term debt $174,000
Interest calculated on $5,000,000 principal amount of New Note issue at
assumed interest rate of 8.50 percent less interest on $2,400,000 of 12.55
percent note retired February 1, 1995.
Decrease - Other interest $ 72,554
To eliminate interest expense associated with the retirement of $4,750,000
of short-term debt.
Decrease - Income taxes - federal $ 35,506
To reflect the tax effect as a result of the above adjustments.
<PAGE>
<TABLE>
Financial Statement 2-b
Page 1 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Statement of Consolidated Income
Period Ended March 31, 1995
(Actual and Pro Forma)
(Unaudited)
<CAPTION>
Actual AdjustmentsPro Forma
------ --------------------
(In Thousands)
<S> <C> <C> <C>
Operating revenues $2,224,439 $2,224,439
---------- ----- ----------
Operating expenses:
Fuel for generation 207,451 207,451
Purchased electric energy 538,639 538,639
Other operation 497,089 497,089
Maintenance 169,911 169,911
Depreciation and amortization 294,447 294,447
Taxes, other than income 125,840 125,840
Income taxes 113,043 $ (36) 113,007
---------- ----- ----------
Total operating expenses 1,946,420 (36) 1,946,384
---------- ----- ----------
Operating income 278,019 36 278,055
Other income:
Allowance for equity funds used
during construction 10,725 10,725
Equity in income of generating companies 9,682 9,682
Other income (expense) - net (2,935) (2,935)
---------- ----- ----------
Operating and other income 295,491 36 295,527
---------- ----- ----------
Interest
Interest on long-term debt 97,221 174 97,395
Other interest 14,239 (73) 14,166
Allowance for borrowed funds used
during construction (9,932) (9,932)
---------- ----- ----------
Total interest 101,528 101 101,629
---------- ----- ----------
Income after interest 193,963 (65) 193,898
Preferred dividends of subsidiaries 8,690 8,690
Minority interests 7,458 7,458
---------- ----- ----------
Net income $ 177,815 $ (65) $ 177,750
========== ===== ==========
Statement of Retained Earnings
(Actual)
Retained earnings at beginning of year $ 760,965
Net income 177,815
Dividends declared on common shares (149,430)
Premium on redemption of preferred
stock of subsidiaries
---------
Retained earnings at end of year $ 789,350
=========
</TABLE>
<PAGE>
Financial Statement 2-b
Page 2 of 2
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
The pro forma adjustments to show the estimated effect of the proposed
transactions on the foregoing Statement of Income for the twelve months ended
March 31, 1995 are as follows:
Increase - Interest on long-term notes $174,000
Interest calculated on $5,000,000 principal amount of a New Note issue at
assumed interest rate of 8.50 percent less interest on $2,400,000 of 12.55
percent note retired February 1, 1995.
Decrease - Other interest $ 72,554
To eliminate interest expense associated with the retirement of $5,000,000
of short-term debt.
Decrease - Income taxes - federal $ 35,506
To reflect the tax effect as a result of the above adjustments.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS
AND CASH FLOWS OF GRANITE STATE ELECTRIC COMPANY, AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>1,000
<S> <C> <C>
<FISCAL-YEAR-END> DEC-30-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<PERIOD-TYPE> 12-MOS 12-MOS
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 45,874 46,124
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 6,736 6,736
<TOTAL-DEFERRED-CHARGES> 2,415 <F1>2,415
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 55,025 55,275
<COMMON> 6,040 6,040
<CAPITAL-SURPLUS-PAID-IN> 4,000 4,000
<RETAINED-EARNINGS> 8,596 8,596
<TOTAL-COMMON-STOCKHOLDERS-EQ> 18,636 18,636
0 0
0 0
<LONG-TERM-DEBT-NET> 11,000 16,000
<SHORT-TERM-NOTES> 4,750 <F2>0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,000 1,000
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 19,639 19,639
<TOT-CAPITALIZATION-AND-LIAB> 55,025 55,275
<GROSS-OPERATING-REVENUE> 63,692 63,692
<INCOME-TAX-EXPENSE> 551 515
<OTHER-OPERATING-EXPENSES> 60,433 60,433
<TOTAL-OPERATING-EXPENSES> 60,984 60,948
<OPERATING-INCOME-LOSS> 2,708 2,744
<OTHER-INCOME-NET> (97) (97)
<INCOME-BEFORE-INTEREST-EXPEN> 2,611 2,647
<TOTAL-INTEREST-EXPENSE> 1,674 1,755
<NET-INCOME> 937 872
0 0
EARNINGS-AVAILABLE-FOR-COMM> 937 872
<COMMON-STOCK-DIVIDENDS> 422 422
<TOTAL-INTEREST-ON-BONDS> 1,336 1,510
<CASH-FLOW-OPERATIONS> 3,429 3,429
<EPS-PRIMARY> 0 <F3>0
<EPS-DILUTED> 0 <F3>0
<FN>
<F1> Total deferred charges includes other assets.
<F2> Short-term notes includes notes payable to associated companies.
<F3> Per share data is not relevant because the Company's common stock is wholly owned by New England Electric System.
</FN>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<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
<S> <C> <C>
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> MAR-31-1995 MAR-31-1995
<PERIOD-TYPE> 12-MOS 12-MOS
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 3,749,525 3,749,775
<OTHER-PROPERTY-AND-INVEST> 409,830 409,830
<TOTAL-CURRENT-ASSETS> 487,131 487,131
<TOTAL-DEFERRED-CHARGES> 422,016 <F1>422,016
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 5,068,502 5,068,752
<COMMON> 64,970 64,970
<CAPITAL-SURPLUS-PAID-IN> 736,823 736,823
<RETAINED-EARNINGS> 789,350 789,350
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,591,143 1,591,143
0 0
147,016 <F2>147,016
<LONG-TERM-DEBT-NET> 1,600,325 1,605,325
<SHORT-TERM-NOTES> 163,375 <F3>158,625
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 37,520 37,520
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,529,123 1,529,123
<TOT-CAPITALIZATION-AND-LIAB> 5,068,502 5,068,752
<GROSS-OPERATING-REVENUE> 2,224,439 2,224,439
<INCOME-TAX-EXPENSE> 113,043 113,007
<OTHER-OPERATING-EXPENSES> 1,833,377 1,833,377
<TOTAL-OPERATING-EXPENSES> 1,946,420 1,946,384
<OPERATING-INCOME-LOSS> 278,019 278,055
<OTHER-INCOME-NET> 17,472 17,472
<INCOME-BEFORE-INTEREST-EXPEN> 295,491 295,527
<TOTAL-INTEREST-EXPENSE> 101,528 101,629
<NET-INCOME> 177,815 177,750
8,690 <F2>8,690
<EARNINGS-AVAILABLE-FOR-COMM> 177,815 177,750
<COMMON-STOCK-DIVIDENDS> 149,430 149,430
<TOTAL-INTEREST-ON-BONDS> 97,221 97,395
<CASH-FLOW-OPERATIONS> 406,615 406,615
<EPS-PRIMARY> $2.74 $2.74
<EPS-DILUTED> $2.74 $2.74
<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.
</FN>
