MAINE YANKEE ATOMIC POWER CO
POS AMC, 1995-05-30
ELECTRIC SERVICES
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                                                           File No. 70-7627

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549

                                ______________________

                          POST-EFFECTIVE AMENDMENT NO. 3 TO

                                 FORM U-1 DECLARATION

                                      UNDER THE

                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                _____________________

                          MAINE YANKEE ATOMIC POWER COMPANY
                                    329 Bath Road
                               Brunswick, Maine  04011


                      (Name of company filing this statement and
                        address of principal executive office)

                                _____________________

                             NEW ENGLAND ELECTRIC SYSTEM

                                 NORTHEAST UTILITIES

                   (Name of top registered holding company parent)

                                _____________________

                                William M. Finn, Esq.
                                      Secretary
                          Maine Yankee Atomic Power Company
                                   83 Edison Drive
                                Augusta, Maine  04330

                                   Patrick S. Lydon
                      Vice President, Finance and Administration
                          Maine Yankee Atomic Power Company
                                    329 Bath Road
                               Brunswick, Maine  04011

                     (Names and addresses of agents for service)

          The Commission is requested to send copies of all orders, notices
                                and communications to:

                            E. Ellsworth McMeen, III, Esq.
                        LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                 125 West 55th Street
                            New York, New York  10019-4513


                    Maine Yankee Atomic Power Company ("Maine Yankee"), a

          Maine company that is an indirect subsidiary of Northeast

          Utilities and of New England Electric System, both registered

          holding companies under the Public Utility Holding Company Act of

          1935 (the "Act"), hereby amends its Declaration in File No. 70-

          7627 (as previously amended, the "Declaration") in the following

          respects.



          Item 1.   Description of Proposed Transactions.

                    By order dated July 18, 1989 (HCAR 24925) (the "1989

          Order") the Securities and Exchange Commission (the "Commission")

          authorized Maine Yankee to enter into, and borrow under, a

          revolving credit agreement through August 31, 1992.  By order

          dated August 20, 1992 (HCAR 25608) (the "1992 Order") the

          Commission extended such authority through August 31, 1995. 

                    Pursuant to the 1989 Order, Maine Yankee entered into

          the Secured Credit Agreement, dated as of August 15, 1989 (the

          "Credit Agreement"), with a syndicate of commercial banks for

          which The Bank of New York ("BNY") acts as agent bank, under

          which Maine Yankee may issue promissory notes (the "Notes") from

          time to time and at any time in an aggregate principal amount of

          up to $50,000,000 outstanding at any one time with maturities of

          from one day to ten years from the date of issuance (the "BNY

          Facility").

                    As described in the Declaration, the Notes are secured

          by a first lien on Maine Yankee's nuclear fuel inventory and its

          rights to payment for fuel costs from the electric utility

          companies that sponsor Maine Yankee (the "Sponsors") pursuant to

          Power Contracts dated as of May 20, 1968, as amended and an

          Additional Power Contract dated as of February 1, 1984.  The

          Notes are also secured by Maine Yankee's rights, subject to

          certain conditions, to require the Sponsors to purchase the

          common stock of, or contribute capital or make loans or advances

          to, Maine Yankee to finance the costs of obtaining and

          maintaining an inventory of nuclear fuel pursuant to Capital

          Funds Agreements, dated as of May 20, 1968, with each of the

          Sponsors.

                    Pursuant to the 1992 Order, the Credit Agreement was

          amended with respect to (a) two of the four interest rate options

          available under the Credit Agreement and (b) certain

          administrative procedures under the Credit Agreement.

                    Maine Yankee hereby requests authority pursuant to this

          amendment to the Declaration (the "Amended Declaration") to

          extend the Commission's authorization for Maine Yankee to issue

          promissory notes under the Credit Agreement, as amended, through

          August 31, 1998.

                    Except as contemplated by this Amended Declaration, the

          Declaration in this proceeding, as it relates to the Credit

          Agreement and the BNY Facility, including, without limitation,

          the use of proceeds from the Notes, is affirmed in all respects.



          Item 2.   Fees, Commissions and Expenses.

                    Maine Yankee will not incur any fees in connection with

          the Credit Agreement, as amended, other than legal fees, bank

          fees and the filing fee in respect of this Amended Declaration. 

          A schedule of Maine Yankee's estimated expenses is set forth in

          Exhibit H.



          Item 3.   Applicable Statutory Provisions.

                    Sections 6(a) and 7 of the Act and Rules 23 and 24,

          under the Act are applicable to the issue and sale of the Notes.



          Item 4.   Regulatory Approval.

                    The Maine Public Utilities Commission ("Maine PUC") has

          jurisdiction over the issuance of up to $50,000,000 in aggregate

          principal amount of the Notes outstanding at any one time and the

          pledging by Maine Yankee of nuclear fuel and the right to receive

          payments with respect to nuclear fuel pursuant to certain Power

          Contracts and Capital Funds Agreements, as described under Item 1

          hereof (the "Security"), pursuant to Sections 901, 902 and 1101,

          Title 35-A, of the Maine Revised Statutes Annotated, 1991.  The

          Maine PUC has authorized the issuance of the Notes under the

          Credit Agreement, as amended, and the pledging of the Security. 

          No other state or federal commission, other than the Commission,

          has jurisdiction over these transactions.



          Item 5.   Procedure.

                    Maine Yankee requests that there be no hearing on this

          Amended Declaration and that the Commission issue its order as

          soon as practicable after the filing hereof.

                    Without prejudice to its right to modify the same if a

          hearing should be ordered on this Amended Declaration, Maine

          Yankee hereby makes the following specifications required by

          paragraph (b) of Item 5 of Form U-1:

                    1.   There should not be a recommended decision by a

                         hearing officer or any other responsible officer

                         of the Commission.

                    2.   The Division of Corporate Regulation may assist in

                         the preparation of the Commission's decision

                         and/or order.

                    3.   There should not be a 30-day waiting period

                         between issuance of the Commission's order and the

                         date on which the order is to become effective.

                    It is requested that the Commission send copies of all

          communications to Maine Yankee as follows:

          William M. Finn, Esq.              Mr. Patrick S. Lydon
          Secretary                          Vice President, Finance and
          Maine Yankee Atomic                  Administration 
            Power Company                    Maine Yankee Atomic
          83 Edison Drive                      Power Company
          Augusta, Maine  04330              329 Bath Road
          Telephone:  (207) 623-3521         Brunswick, Maine  04011
                                             Telephone:  (207) 798-4100

          with a copy to:

               E. Ellsworth McMeen, III, Esq.
               LeBoeuf, Lamb, Greene & MacRae, L.L.P.
               125 West 55th Street
               New York, New York  10019-4513
               Telephone:  (212) 424-8083



          Item 6.   Exhibits and Financial Statements.

                    (a)  Exhibits

                         A    -    Not Applicable.

                         B    -    Credit Agreement, as amended 
                                   (previously filed).

                         C    -    Not Applicable.

                         D    -    Order of the Maine PUC with respect to
                                   the Credit Agreement, as amended
                                   (previously filed).

                         E    -    Not Applicable.

                         F    -    Opinion of William M. Finn, Esq., with
                                   respect to the Credit Agreement, as
                                   amended, as to matters described
                                   therein.

                         G    -    Financial Data Schedule

                         H    -    Estimated expenses of Maine Yankee in
                                   connection with the proposed
                                   transaction.

                         I    -    Draft of Notice.

                    (b)  Financial Statements

                              Maine Yankee Atomic Power Company

                         (1)  Balance Sheet, per books and pro forma, as of
                              March 31, 1995.

                         (2)  Statement of Income and Statement of Retained
                              Earnings, per books and pro forma, for twelve
                              months ended March 31, 1995.

                         (3)  Statement of Cash Flows, per books and pro
                              forma, for twelve months ended
                              March 31, 1995.

                         (4)  Statement of Capitalization, as of March 31,
                              1995

                         (5)  Statement of Sources and Uses of Funds
                              Projected for years 1996 - 1997

                         (6)  Statement of Projected Cash Flow for 1995

                    Financial Statements of the top registered holding

          companies, New England Electric System and Northeast Utilities,

          have been omitted as not being necessary to a consideration of

          this Amended Declaration.

                    There have been no material changes, not in the

          ordinary course of business, since the date of the balance sheet.



          Item 7.   Information as to Environmental Effects.

                    The proposed transaction does not involve major federal

          action having a significant effect on the human environment.



                                      SIGNATURE

                    Pursuant to the requirements of the Public Utility

          Holding Company Act of 1935, the undersigned company has duly

          caused this Amended Declaration to be signed on its behalf by the

          undersigned thereunto duly authorized.

                                        MAINE YANKEE ATOMIC POWER COMPANY

                                        By:  /s/ Patrick S. Lydon        
                                             ____________________________
                                             Patrick S. Lydon
                                             Vice President, Finance and
                                               Administration
                                               

          Date:  May 26, 1995



                                      EXHIBIT F




                                             May 26, 1995




          Securities and Exchange Commission
          450 Fifth Street, N.W.
          Washington, DC  20549

          Gentlemen:

                    This opinion is furnished to the Securities and
          Exchange Commission (the "Commission") in connection with the
          filing with the Commission of Amendment No. 3 (Post-Effective) to
          the Declaration on Form U-1 (File 70-7627) of Maine Yankee Atomic
          Power Company (the "Company") under the Public Utility Holding
          Company Act of 1935 (the "Amended Declaration").  The Amended
          Declaration requests that the Commission extend through August
          31, 1998 its approval of the issue by the Company of up to
          $50,000,000 in aggregate principal amount outstanding at any one
          time of promissory notes pursuant to the Secured Credit
          Agreement, dated as of August 15, 1989, among the Company, the
          banks named therein and The Bank of New York, as agent bank, as
          described in the Amended Declaration (the Secured Credit
          Agreement hereinafter referred to as the "BNY Facility"; the
          promissory notes to be issued pursuant to such BNY Facility
          hereinafter referred to as the "Facility Notes").

                    I have acted as counsel for the Company and in
          connection with this opinion I have examined originals or copies
          certified or otherwise identified to my satisfaction of:

                    (1)  the charter documents and by-laws of the Company,
               as amended to date;

                    (2)  minutes of meetings of the Company's shareholders
               and directors, as kept in its minute books; and

                    (3)  the documents and agreements pertaining to the BNY
               Facility and such other certificates, documents and papers
               as I deemed necessary or appropriate for the purpose of
               rendering this opinion.

                    In such examination, I have assumed the genuineness of
          all signatures, the authenticity of all documents submitted to me
          as originals and the conformity to the original documents of all
          documents submitted to me as copies.  As to any facts material to
          my opinion, I have, when relevant facts were not independently
          established, relied upon the aforesaid agreements, instruments,
          certificates and documents.  In addition, I have examined such
          questions of law as I have considered necessary or appropriate
          for the purpose of rendering this opinion.

                    Based on the foregoing, and subject to the final
          paragraph hereof, I am of the opinion that when the Commission
          has taken the action requested in the Amended Declaration with
          respect to the BNY Facility and the Facility Notes; and any
          Facility Notes have been issued as described in the Amended
          Declaration:

               (1)  All state laws applicable to the issue and sale by the
                    Company of the Facility Notes will have been complied
                    with;

               (2)  The Company is a corporation duly organized, validly
                    existing and in good standing in the State of Maine;

               (3)  The Facility Notes issued and sold by the Company will
                    be valid and binding obligations of the Company and,
                    subject to laws of general application affecting the
                    rights and remedies of creditors, will be enforceable
                    in accordance with their terms; and

               (4)  Consummation of the aforesaid issue and sale by the
                    Company of the Facility Notes will not violate the
                    legal rights of the holders of any securities issued by
                    the Company.

                    I hereby consent to the use of this opinion as an
          exhibit to the Amended Declaration on Form U-1 of Maine Yankee
          Atomic Power Company.

                    I am not, in this opinion, opining on laws other than
          the laws of the State of Maine and the federal laws of the United
          States.


                                        Very truly yours,

					/s/

                                        William M. Finn
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1995
<PERIOD-END>                               MAR-31-1995             MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK               PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                      254,098                 254,098
<OTHER-PROPERTY-AND-INVEST>                    212,622                 212,622
<TOTAL-CURRENT-ASSETS>                          48,326                  48,326
<TOTAL-DEFERRED-CHARGES>                        53,741                  53,741
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                                 568,787                 568,787
<COMMON>                                        50,000                  50,000
<CAPITAL-SURPLUS-PAID-IN>                       17,390                  17,390
<RETAINED-EARNINGS>                                144                     144
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  67,534                  67,534
                           18,600                  18,600
                                          0                       0
<LONG-TERM-DEBT-NET>                            96,666                  96,666
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                            0                       0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       0
<LONG-TERM-DEBT-CURRENT-PORT>                    6,667                   6,667
                          600                     600
<CAPITAL-LEASE-OBLIGATIONS>                          0                       0
<LEASES-CURRENT>                                     0                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 378,720                 378,720
<TOT-CAPITALIZATION-AND-LIAB>                  568,787                 568,787
<GROSS-OPERATING-REVENUE>                      197,203                 197,203
<INCOME-TAX-EXPENSE>                             (125)                   (125)
<OTHER-OPERATING-EXPENSES>                     180,288                 180,288
<TOTAL-OPERATING-EXPENSES>                     180,163                 180,163
<OPERATING-INCOME-LOSS>                         17,040                  17,040
<OTHER-INCOME-NET>                               5,475                   5,475
<INCOME-BEFORE-INTEREST-EXPEN>                  22,515                  22,515
<TOTAL-INTEREST-EXPENSE>                        13,945                  13,945
<NET-INCOME>                                     8,570                   8,570
                      1,547                   1,547
<EARNINGS-AVAILABLE-FOR-COMM>                    7,023                   7,023
<COMMON-STOCK-DIVIDENDS>                         7,175                   7,175
<TOTAL-INTEREST-ON-BONDS>                        8,320                   8,320
<CASH-FLOW-OPERATIONS>                          54,888                  54,888
<EPS-PRIMARY>                                    14.05                   14.05
<EPS-DILUTED>                                    14.05                   14.05
        

</TABLE>

                                      EXHIBIT H

                                ESTIMATED EXPENSES OF
                          MAINE YANKEE ATOMIC POWER COMPANY


           A.     Holding Company Act Filing Fee.            $  2,000.00<F1>

           B.     Services of LeBoeuf, Lamb, Greene &
                  MacRae, L.L.P. in connection with this     $  2,000.00<F2>
                  filing.

           C.     Bank Fees:
                  1. Annual administrative fee payable
                     to The Bank of New York                 $ 20,000.00<F1>

                  2. Commitment fees on the unused
                     amount of the facility provided by
                     the Credit Agreement, as amended,
                     and on the aggregate principal
                     amount of outstanding bid loans
                     under the Credit Agreement, as
                     amended.                                $130,000.00<F2>

           D.     Expenditures (at cost) of Maine Yankee.    $  1,000.00<F2>
                                                                     
          ____________________

          <F1> Actual amount.

          <F2> Estimated.  An accurate cost is not available, but is not
               expected to exceed the estimated amount.


                                      EXHIBIT I

                               PROPOSED FORM OF NOTICE

          SECURITIES AND EXCHANGE COMMISSION

          (Release No. 35-     )
          Filing Under the Public Utility Holding Company Act of 1935
          _______________, 1995

          Maine Yankee Atomic Power Company (File No. 70-7627)


                    Maine Yankee Atomic Power Company (the "Company"), 329

          Bath Road, Brunswick, Maine 04011, an indirect subsidiary of

          Northeast Utilities and New England Electric System, both

          registered holding companies, has filed post-effective amendment

          number three to its Declaration on Form U-1 filed under

          Sections 6(a) and 7 of the Public Utility Holding Company Act of

          1935, seeking to extend through August 31, 1998 its authorization

          to issue promissory notes under a Revolving Credit Facility in an

          aggregate principal amount not exceeding $50,000,000 at any one

          time.  The Maine Public Utilities Commission has authorized the

          issuance of the Notes under the Credit Agreement, as amended.  

          It is stated that no other state or federal commission, other

          than this Commission, has jurisdiction over the proposed

          transactions.  The Declaration and any amendments thereto are

          available for public inspection through the Commission's Office

          of Public reference.  

                    Interested persons wishing to comment or request a

          hearing should submit their views in writing by

          _____________________, 1995, to the Secretary, Securities and

          Exchange Commission, Washington, D.C.  20549, and serve a copy on

          the Company at the address specified above to the attention of

          William M. Finn, Esq., Secretary.  Proof of service (by

          affidavit, or in the case of an attorney at law, by certificate)

          should be filed with the request.  Any request for hearing shall

          identify specifically the issues of fact or law that are

          disputed.  Any person who so requests will be notified of a

          hearing, if ordered, and will receive a copy of any notice or

          order issued in this matter.  After said date, the post-effective

          amendment to the Declaration, as filed or as it may be further

          amended, may be granted.  

                    For the Commission, by the Office of Public Utility

          Regulation, pursuant to delegated authority.


                       Maine Yankee Atomic Power Company
                                 BALANCE SHEET
                                  (Unaudited)
                             (Dollars in Thousands)

                                     ASSETS

                                                      Pro Forma
                                                     Adjustments
                                                    Showing Effect Final Pro
                                                      of Nuclear     Forma
                                           3/31/95  Fuel Financing  3/31/95 
                                           _______  ______________ _________

ELECTRIC PROPERTY, at Original Cost       $404,158     $           $404,158
  Less:  Accumulated Depreciation and
          Amortization                     196,658                  196,658
                                           _______      _______     _______
                                           207,500            0     207,500
  Construction Work in Progress              6,856                    6,856
                                           _______      _______     _______
      Net Electric Property                214,356            0     214,356
                                           _______      _______     _______

NUCLEAR FUEL, at Original Cost
  Nuclear Fuel in Reactor                      -                        -  
  Nuclear Fuel - Spent                     396,570                  396,570
  Nuclear Fuel - Stock                      81,969                   81,969
                                           _______      _______     _______
                                           478,539            0     478,539
  Less:  Accumulated Amortization          438,985                  438,985
                                           _______      _______     _______
                                            39,554            0      39,554
  Nuclear Fuel in Process                      188                      188
                                           _______      _______     _______
      Net Nuclear Fuel                      39,742            0      39,742
                                           _______      _______     _______

      Net Electric Property and
          Nuclear Fuel                     254,098            0     254,098
                                           _______      _______     _______

CURRENT ASSETS
  Cash and Cash Equivalents                  3,622                    3,622
  Restricted Cash                               11                       11
  Accounts Receivable                       27,920                   27,920
  Material and Supplies, at Average Cost    12,126                   12,126
  Prepayments                                4,647                    4,647
                                           _______      _______     _______

      Total Current Assets                  48,326            0      48,326
                                           _______      _______     _______

DEFERRED CHARGES AND OTHER ASSETS
  Trust Funds
    Fuel Disposal                           95,399                   95,399
    Plant Decommissioning                  117,223                  117,223
  Regulatory Assets
    Accumulated Deferred Income Tax Assets  28,021                   28,021
    DOE Decontamination
     and Decommissioning Fee                20,383                   20,383
    Other                                    5,020                    5,020
  Other Deferred Charges and Other Assets      317                      317
                                           _______      _______     _______

      Total Deferred Charges and
       Other Assets                        266,363            0     266,363
                                           _______      _______     _______

                                          $568,787     $      0    $568,787
                                           _______      _______     _______


                       Maine Yankee Atomic Power Company
                                 BALANCE SHEET
                                  (Unaudited)
                             (Dollars in Thousands)

                    STOCKHOLDERS' INVESTMENT AND LIABILITIES

                                                      Pro Forma
                                                     Adjustments
                                                    Showing Effect Final Pro
                                                      of Nuclear     Forma
                                           3/31/95  Fuel Financing  3/31/95 
                                           _______  ______________ _________

CAPITALIZATION
  Common Stock Investment                 $ 67,534     $           $ 67,534
  Redeemable Preferred Stock                18,600                   18,600
  Long-Term Debt                            96,666                   96,666
                                           _______      _______     _______

      Total Capitalization                 182,800            0     182,800
                                           _______      _______     _______

LONG-TERM FUEL DISPOSAL LIABILITY          109,429            0     109,429
                                           _______      _______     _______

NUCLEAR FUEL FINANCING NOTES                18,500            0      18,500
                                           _______      _______     _______

CURRENT LIABILITIES
  Notes Payable to Banks                       -                        -  
  Current Sinking Fund Requirements          7,267                    7,267
  Accounts Payable                          25,258                   25,258
  Fuel Disposal Cost Payable                   188                      188
  Dividends Payable                          2,054                    2,054
  Accrued Interest and Taxes                 4,573                    4,573
  Other Current Liabilities                  2,390                    2,390
                                           _______      _______     _______

      Total Current Liabilities             41,730            0      41,730
                                           _______      _______     _______

COMMITMENTS AND CONTINGENCIES

RESERVES AND DEFERRED CREDITS
  Plant Decommissioning Reserve            118,973                  118,973
  Deferred Credits
    Accumulated Deferred Income Tax
     Liabilities                            56,876                   56,876
    DOE Decontamination and
     Decommissioning Fee                    17,703                   17,703
    Regulatory Liability - Income Taxes     11,209                   11,209
    Unamoritized Investment Tax Credits      6,618                    6,618
    Unamortized Gains on Reacquired Debt     2,948                    2,948
    Other Deferred Credits                   2,001                    2,001
                                           _______      _______     _______

      Total Reserves and 
       Deferred Credits                    216,328            0     216,328
                                           _______      _______     _______

                                          $568,787     $      0    $568,787
                                           _______      _______     _______


                       Maine Yankee Atomic Power Company
                   STATEMENT OF INCOME AND RETAINED EARNINGS
                                  (Unaudited)
                             (Dollars in Thousands)

                                                      Pro Forma    Final Pro
                                                     Adjustments     Forma
                                           12 Mos.  Showing Effect  12 Mos. 
                                            Ended     of Nuclear     Ended
                                           3/31/95  Fuel Financing  3/31/95 
                                           _______  ______________ _________

ELECTRIC OPERATING REVENUES               $197,203     $      0    $197,203
                                           _______      _______     _______

OPERATING EXPENSES
  Fuel 
    Amortization                            15,831                   15,831
    Disposal Cost                            6,828                    6,828
  Operation                                 77,096                   77,096
  Maintenance                               36,231                   36,231
  Depreciation and Amortization             17,484                   17,484
  Decommissioning                           14,901                   14,901
  Taxes
    Federal and State Income                  (125)                    (125)
    Local Property                          11,917                   11,917
                                           _______      _______     _______

         Total Operating Expenses          180,163            0     180,163
                                           _______      _______     _______

OPERATING INCOME                            17,040            0      17,040

OTHER INCOME (EXPENSES)
  Allowance for Equity Funds Used
    During Construction                         84                       84
    For Nuclear Fuel                           -                        -  
  Other, Net                                 5,391                    5,391
                                           _______      _______     _______

INCOME BEFORE INTEREST CHARGES              22,515            0      22,515
                                           _______      _______     _______

INTEREST CHARGES
  Long-Term Debt                             8,320                    8,320
  Fuel Disposal Liability                    5,104                    5,104
  Fuel Financing Notes                         546                      546
  Other Interest Charges                       162                      162
  Allowance for Borrowed Funds Used
    During Construction                       (104)                    (104)
    For Nuclear Fuel                           (83)                     (83)
                                            ______      _______     _______

         Total Interest Charges             13,945            0      13,945
                                           _______      _______     _______

NET INCOME                                   8,570                    8,570

RETAINED EARNINGS - BEGINNING OF PERIOD         96                       96

PREFERRED DIVIDENDS DECLARED                 1,547                    1,547

COMMON DIVIDENDS DECLARED                    6,975                    6,975
                                           _______      _______     _______

RETAINED EARNINGS - END OF PERIOD         $    144     $      0    $    144
                                           _______      _______     _______


                       Maine Yankee Atomic Power Company
                            STATEMENT OF CASH FLOWS
                                  (Unaudited)
                             (Dollars in Thousands)
                                                      Pro Forma    Final Pro
                                                     Adjustments     Forma
                                           12 Mos.  Showing Effect  12 Mos.
                                            Ended     of Nuclear     Ended
                                           3/31/95  Fuel Financing  3/31/95 
                                           _______  ______________ _________
OPERATING ACTIVITIES
  Net Income                              $  8,570     $           $  8,570
  Items Not Requiring (Providing) Cash
    Fuel Amortization                       15,831                   15,831
    Depreciation and Decommissioning        32,385                   32,385
    Deferred Income Taxes and
     Investment Tax Credits, Net            (5,436)                  (5,436)
    Allowance for Equity Funds Used for
     Nuclear Fuel and During Construction      (84)                     (84)
    Long-Term Fuel Disposal Interest,
     Net of AFN                              5,024                    5,024
    Other, Net                               1,231                    1,231
  Changes in Certain Assets and Liabilities
    Accounts Receivable                    (13,619)                 (13,619)
    Other Current Assets                       778                      778
    Accounts Payable                        12,012                   12,012
    Accrued Interest and Taxes              (1,804)                  (1,804)
                                           _______      _______     _______
      Net Cash Provided by
       Operating Activities                 54,888            0      54,888
                                           _______      _______     _______

INVESTING ACTIVITIES
  Acquisition of Nuclear Fuel              (20,954)                 (20,954)
  Construction of Electric Property        (12,169)                 (12,169)
  Changes in Accounts Payable -
   Investing Activities
    Nuclear Fuel                               148                      148
    Construction of Electric Property        2,205                    2,205
  Investment Income in Decommissioning Trust 5,007                    5,007
  Trust Fund Investments
    Fuel Disposal                           (7,337)                  (7,337)
    Plant Decommissioning                  (19,058)                 (19,058)
                                           _______      _______     _______
      Net Cash Used by
       Investing Activities                (52,158)           0     (52,158)
                                           _______      _______     _______

FINANCING ACTIVITIES
  Issuances (Redemptions)
    Bank Notes, Net                         (1,635)                  (1,635)
    Fuel Financing Notes, Net               18,500                   18,500
    Long-Term Debt                          (6,667)                  (6,667)
    Preferred Stock                           (600)                    (600)
  Dividend Payments
    Common Stock                            (7,175)                  (7,175)
    Preferred Stock                         (1,559)                  (1,559)
                                           _______      _______     _______
  Net Cash Provided
   by Financing Activities                     864            0         864
                                           _______      _______     _______

  Net Increase in Cash and Cash Equivalents  3,594                    3,594
  Cash and Cash Equivalents
   at Beginning of Year                         28                       28
                                           _______      _______     _______

  Cash and Cash Equivalents
   at End of Year                         $  3,622     $      0    $  3,622
                                           _______      _______     _______


                       Maine Yankee Atomic Power Company
                          STATEMENT OF CAPITALIZATION
                                  (Unaudited)
                             (Dollars in Thousands)

                                                                  March 31,
                                                                     1995  
                                                                   ________
COMMON STOCK INVESTMENT
  Common Stock, $100 Par Value,
   Authorized and Outstanding 500,000 Shares                       $ 50,000
  Other Paid-in Capital                                              16,633
  Capital Stock Expense                                                (423)
  Gain on Cancellation of Preferred Stock                             1,118
  Premiums on Preferred Stock                                            62
  Retained Earnings                                                     144
                                                                    _______
                                                                     67,534
                                                                    _______

REDEEMABLE PREFERRED STOCK
  7.48% SERIES, $100 Par Value
   Authorized 60,000 Shares
   Outstanding 42,000                                                 4,200
  8.00% SERIES, $100 Par Value
   Authorized 200,000 Shares
   Outstanding 150,000                                               15,000

  Less:  Current Sinking Fund Requirements                              600
                                                                    _______
                                                                     18,600
                                                                    _______

LONG-TERM DEBT
  First and General Mortgage Bonds
   Series D - 8.79% due May 1, 2002                                  40,000
   Series E - 8.13% due May 1, 2008                                  40,000
   Series F - 6.89% due May 1, 2008                                  23,333
  Less:  Current Sinking Fund Requirements                            6,667
                                                                    _______
                                                                     96,666
                                                                    _______

    Total Capitalization                                           $182,800
                                                                    _______


                       MAINE YANKEE ATOMIC POWER COMPANY
                     STATEMENT OF SOURCES AND USES OF FUNDS
                         Projected for years 1996-1997
                             (Dollars in Thousands)


                                                          1996        1997 
                                                          ____        ____

Beginning STD & Fuel Fin. Notes Outstanding             $36,922     $38,492

Funds Provided:
  From Operations                                        50,376      51,609

Funds Used:
    Construction                                          4,200       5,800
    Fuel                                                 11,891      13,980
    Sinking Funds                                         7,267       7,267
    Dividends                                             8,931       8,935
    Spent Fuel Disposal Trust                             4,152       4,152
    Working Capital                                      15,505      13,888
                                                         ______      ______

    Total Funds Used                                     51,946      54,022
                                                         ______      ______

  Sources Less Uses                                      (1,570)     (2,413)
                                                         ______      ______

Ending STD & Fuel Fin. Notes Outstanding                $38,492     $40,905
                                                         ______      ______

                       MAINE YANKEE ATOMIC POWER COMPANY
                 STATEMENT OF PROJECTED CASH FLOW FOR 1995<F1>
                             (Dollars in Thousands)
                                  (Unaudited)


CASH SOURCES                                                          TOTAL

Net Income                                                          $ 7,643
Fuel Amortization                                                     7,759
Depreciation                                                         18,064
                                                                     ______
         TOTAL SOURCES                                               33,466
                                                                     ______

CASH USES

Repurchase - LTD                                                      6,667
Repurchase - Preferred Stock                                            600
Nuclear Fuel Purchases                                                1,111
Spent Fuel Disposal Trust                                             4,152
Common Dividends                                                      7,294
Preferred Dividends                                                   1,527
Construction Expenditures                                            13,500
Working Capital                                                      11,827
                                                                     ______
         TOTAL USES                                                  46,678
                                                                     ______
CASH SURPLUS (NEEDS)                                               $(13,212)
                                                                     ______

BORROWINGS<F2>

         Beginning Balance                                          $23,710
         Add (Sub.) to Balance                                       13,212
                                                                     ______
                                                                    $36,922
                                                                     ______


<F1>Abbreviated  Statement, net of most working capital items normally included
in  a Source and Use Statement, as prescribed  for Form 10-K at year end by the
SEC.

<F2>Borrowings include  use of  the  Secured Eurodollar  Facility, the  Secured
Credit Agreement (Bank  of New York Facility)  and the Unsecured Bank  Lines of
Credit.



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