MAINE YANKEE ATOMIC POWER CO
POS AMC, 1996-11-06
ELECTRIC SERVICES
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                        FILE NO.: 70-8313

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                 ________________________________

                POST-EFFECTIVE AMENDMENT NO. 2 TO

                             FORM U-1

                     APPLICATION-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 offices)


                   NEW ENGLAND ELECTRIC SYSTEM

                       NORTHEAST UTILITIES

           (Names of top registered holding companies)

William M. Finn, Esq.              Mr. Patrick S. Lydon
Central Maine Power Company        Vice President,
83 Edison Drive                    Finance and Administration
Augusta, Maine  04330              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 notices, orders
and communications in connection with this
Application-Declaration to:

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


Item 1 - Description of Proposed Transaction

Scope of Amendment

          Maine Yankee Atomic Power Company (the "Company" or
"Maine Yankee"), an indirect subsidiary of Northeast Utilities
and of New England Electric Systems, both registered holding
companies under the Public Utility Holding Company Act of 1935,
as amended (the "Act"), hereby files this Post-Effective
Amendment No. 2 to its Application-Declaration on Form U-1 (File
No. 70-8313) (the "Application") for the purpose of obtaining a
five year extension of authority for the Company to continue the
activities authorized in the Securities and Exchange Commission's
(the "Commission") order dated January 12, 1994 (HCAR 25973; File
No. 70-8313) (the "January 1994 Order").  The Company seeks to
extend this authority to issue and renew, from time to time, but
no later than December 31, 2001, up to an aggregate principal
amount at any time outstanding of $21 million of its short-term
promissory notes issued pursuant to bank lines of credit and
commercial paper maturing twelve months or less after the date of
issuance.<F1>
___________________

<F1> The Company had initially received authorization relating to
     its issue and renewal of up to an aggregate principal amount
     of $21 million of its short term promissiory notes through
     December 31, 1993 pursuant to an  order of the Commission
     dated January 17, 1991 (HCAR 25244; File No. 70-7783).  The
     January 1994 Order extended the term of such authorization
     through December 31, 1996.


The Company

          The Company, incorporated under the laws of Maine,
operates a pressurized-water nuclear-powered electric generating
plant in Wiscasset, Maine, with a net capability of approximately
860 megawatts electric.

Proposed Financing

          The securities are or will be unsecured notes or
obligations to commercial banking institutions under lines of
credit (the "Bank Notes") and unsecured notes sold through
dealers to institutional investors (the "Commercial Paper")
maturing twelve months or less from the date of issuance.

          The Company currently maintains bank lines of credit
permitting the issuance of Bank Notes aggregating $21 million in
principal amount including $8 million with the Bank of New York
and $13 million with The First National Bank of Boston.  As of
September 30, 1996, no amounts were issued and outstanding under
the bank lines of credit and the Company did not have any
unsecured commercial paper obligations.  The Company believes
that maintaining these bank lines of credit as well as the
flexibility to issue Commercial Paper will assist it in meeting
its cash requirements over the next five years.

          The aggregate face amount of the Bank Notes and the
Commercial Paper does not and will not exceed $21 million in
aggregate principal amount outstanding at any time.  These
short-term borrowings could exceed 5 percent of the principal
amount and par value of the other securities of the Company,
which on September 30, 1996 equaled $168.6 million.

          The Bank Notes and Commercial Paper are or will be
issued to provide interim financings for the Company's
construction program, for working capital and for other general
corporate purposes.

          The Bank Notes are or will be demand or other
short-term obligations under bank lines of credit from time to
time outstanding.  The effective interest cost of the Bank Notes
will not exceed the effective interest cost of borrowings at the
prime rate as in effect from time to time at such Banks. 
Commitment fees will not exceed 1/2 of 1% of the lines of credit
from such Banks.

          The Commercial Paper would be issued through dealers in
commercial paper and sold to institutional investors in
transactions normally associated with securities of this type. 
The Commercial Paper may be backed by the Company's available
lines of credit, revolving credit agreements or other liquidity
or credit enhancement devices, including support by a banking
institution for a customary fee.

          It is anticipated that one or more nationally
recognized commercial paper dealers selected by the Company to
act as dealers for the Commercial Paper will receive a fee,
currently estimated to be 1/8 of 1% per annum, on a discount
basis, of the amounts borrowed, as compensation for its or their
services with regard to the issuance of the Commercial Paper. 
The fee actually paid will be that which the Company believes to
be customarily charged for such services under the circumstances.

          The interest rates paid on the Commercial Paper vary or
will vary depending upon the interest rates prevailing in the
relevant market at the time of issuance.

          There is no institutional trading of the Bank Notes and
they are not or will not be rated.  It is anticipated that the
Commercial Paper will be rated in one of the top three rating
categories by a nationally recognized rating service.  Neither
the Bank Notes nor the Commercial Paper are or will be listed on
a stock exchange.

          The Company is seeking Commission authorization for
these short-term borrowings (which could exceed 5 percent of the
principal amount and par value of other securities of the
Company), which could be issued or renewed from time to time but
no later than December 31, 2001.<F2>
__________________

<F2> As noted under Item 4 below, the issuance of these short
     term securities by the Company does not require the
     approval of the Maine Public Utilities Commission and thus
     does not satisfy the requirements for the exemption from
     prior Commission approval contained in Rule 52 promulgated
     under the Act, as recently amended.


          Maine Yankee does not presently own any interest in any
"exempt wholesale generator" or "foreign utility company", as
those terms are defined in Sections 32 and 33 of the Act,
respectively, and at the date hereof is not a party to, and does
not have any rights under, a service, sales or construction
agreement with any such entity.  Further, neither Maine Yankee,
New England Electric System or Northeast Utilities nor any of
their associates will use the proceeds from any borrowings that
are the subject of this Amendment to acquire such interests or
such rights.

Action Requested

          The Company respectfully requests Commission
authorization to extend the date through which the Company may
from time to time issue and renew the Bank Notes and Commercial
Paper maturing twelve months or less after the date of issuance
up to an aggregate amount at any one time outstanding of $21
million through December 31, 2001, under substantially the same
terms and conditions as are currently applicable to the
activities authorized by the Commission's January 1994 Order.

Item 2 - Fees, Commissions and Expenses

          No fees (other than legal fees, bank fees relating to
the lines of credit and fees relating to the sale of the
Commercial Paper referred to in Item 3, below) or commissions are
to be paid in connection with the Company's proposed issue and
sale of the Bank Notes and Commercial Paper.  The Company's
estimated expenses in this connection are included in Exhibit H
hereto.

Item 3 - Applicable Statutory Provisions

          The Company is an indirect subsidiary of two registered
holding companies:  New England Electric System and Northeast
Utilities.  Therefore, the proposed issuance of up to $[21]
million of the Company's Bank Notes and Commercial Paper (which
amount could exceed five percent of the principal amount and par
value of the other securities of the Company now outstanding) is
subject to the provisions of Section 6(a) and Section 7 of the
Act and regulations thereunder.

Item 4 - Regulatory Approval

          The Maine Public Utilities Commission has jurisdiction
over the issuance of securities by the Company.  Pursuant to
Section 902 of Title 35-A of the Maine Revised Statutes
Annotated, the authorization of the Maine Public Utilities
Commission is required for the issue of evidences of indebtedness
payable at periods of more than twelve months from the date of
issuance.  The Bank Notes and Commercial Paper that are the
subject of this Application will mature within twelve months from
the date of issuance and therefore no authorization of the Maine
Public Utilities Commission is required.

          No other state or Federal commission, except the
Commission, has jurisdiction over the proposed transaction.

Item 5 - Procedure

          The Company requests that there be no hearing on this
Application 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 Application, the Company hereby
makes the following specifications as 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.

          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 the Company as follows:

William M. Finn, Esq.              Mr. Patrick S. Lydon
Central Maine Power Company        Vice President,
83 Edison Drive                      Finance and Administration
Augusta, Maine  04330              Maine Yankee Atomic Power
                                   Company
                                   329 Bath Road
                                   Brunswick, Maine  04011

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
                 Telephone:  (212) 424-8083

Item 6 - Exhibits and Financial Statements

(a)  Exhibits

     A    Not applicable.

     B    Banks' line of credit letters (previously filed).

     C    Not Applicable.

     D    Not Applicable.

     E    Not Applicable.

     F    Opinion of William M. Finn, Esq., as to matters
          described therein.

     G    Financial Data Schedule

     H    Estimated expenses of the Company in connection with
          the proposed transactions.

     I    Form of Notice.

(b)  Maine Yankee Atomic Power Company Financial Statements.

     1.   Balance Sheet and Statement of Capitalization, as of
          September 30, 1996.

     2.   Statement of Income and Statement of Retained Earnings,
          twelve months ended September 30, 1996.

     3.   Statement of Projected Cash Flow for 1997.

     4.   Statement of Sources and Uses of Funds Projected for
          Years 1998-2001.

     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, i.e., the issuance of the
Bank Notes and Commercial Paper, will not of itself have any
direct environmental impact and therefore a negative statement by
the Commission is appropriate.  The proceeds of the borrowings
will be used to finance capital costs of the Company's
nuclear-powered electric generating plant in Wiscasset, Maine;
the environmental effects of such operation were fully evaluated
and concluded to be acceptable under the National Environmental
Policy Act by the United States Atomic Energy Commission (now the
Nuclear Regulatory Commission) at the time the Company was issued
an operating license in 1973.

                            SIGNATURE

          Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, Maine Yankee has caused this
Application to be signed on its behalf by its undersigned officer
thereunto duly authorized.



                              MAINE YANKEE ATOMIC POWER COMPANY



                              By:/s/ Michael E. Thomas
                                   Michael E. Thomas
                                    Treasurer

Date:  November 6, 1996



                            EXHIBIT F




                                   November 5, 1996




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 Post-Effective Amendment No. 2 to
the Declaration on Form U-1 (File 70-8313) of Maine Yankee Atomic
Power Company (the "Company") under the Public Utility Holding
Company Act of 1935 (the "Declaration").  The Declaration
requests that the Commission extend through December 31, 2001 the
Company's authorization to issue and renew, from time to time, up
to an aggregate principal amount at any one time outstanding of
$21 million of short-term promissory notes ("Bank Notes") issued
pursuant to bank lines of credit and commercial paper
("Commercial Paper") maturing twelve months or less after the
date of issuance.

          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)  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 Declaration; and any Bank
Notes or Commercial Paper have been issued as described in the
Declaration:

     (1)  All state laws applicable to the issue and sale by the
          Company of the Bank Notes and the Commercial Paper 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 Bank Notes and the Commercial Paper 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 either the Bank Notes or the Commercial
          Paper 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 Post Effective Amendment No. 2 to the Application/
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
                              William M. Finn


<TABLE> <S> <C>

<ARTICLE> OPUR1
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996             DEC-31-1996
<PERIOD-END>                               SEP-30-1996             SEP-30-1996
<BOOK-VALUE>                                  PER-BOOK               PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                      223,646                 223,646
<OTHER-PROPERTY-AND-INVEST>                    262,469                 262,469
<TOTAL-CURRENT-ASSETS>                          36,134                  36,134
<TOTAL-DEFERRED-CHARGES>                        57,839                  57,839
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                                 580,088                 580,088
<COMMON>                                        50,000                  50,000
<CAPITAL-SURPLUS-PAID-IN>                       17,389                  17,389
<RETAINED-EARNINGS>                              3,797                   3,797
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  71,186                  71,186
                           18,000                  18,000
                                          0                       0
<LONG-TERM-DEBT-NET>                            88,332                  88,332
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                        5,000                   5,000
<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>                 390,303                 390,303
<TOT-CAPITALIZATION-AND-LIAB>                  580,088                 580,088
<GROSS-OPERATING-REVENUE>                      181,667                 181,667
<INCOME-TAX-EXPENSE>                           (1,533)                 (1,533)
<OTHER-OPERATING-EXPENSES>                     165,638                 165,638
<TOTAL-OPERATING-EXPENSES>                     164,105                 164,105
<OPERATING-INCOME-LOSS>                         17,562                  17,562
<OTHER-INCOME-NET>                               5,513                   5,513
<INCOME-BEFORE-INTEREST-EXPEN>                  23,075                  23,075
<TOTAL-INTEREST-EXPENSE>                        14,806                  14,806
<NET-INCOME>                                     8,269                   8,269
                      1,481                   1,481
<EARNINGS-AVAILABLE-FOR-COMM>                    6,788                   6,788
<COMMON-STOCK-DIVIDENDS>                         5,175                   5,175
<TOTAL-INTEREST-ON-BONDS>                        7,487                   7,487
<CASH-FLOW-OPERATIONS>                          55,020                  55,020
<EPS-PRIMARY>                                    13.57                   13.57
<EPS-DILUTED>                                    13.57                   13.57
        

</TABLE>

                            EXHIBIT H

                      ESTIMATED EXPENSES OF
                MAINE YANKEE ATOMIC POWER COMPANY


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

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

 C.1.  Commitment fees on available
       amount of short-term promissory
       notes available through bank lines
       of credit                                  52,500.00<F*> 

 C.2.  Expenditures (at cost) of Company
       in connection with the issue of
       the Bank Notes and Commercial
       Paper - Professional, clerical,
       stenographic, supplies, travel
       expenses                                    5,000.00<F**>



                    
____________________

<F*>  Actual amount.

<F**> 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. 70-8813)


          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
No. 2 to its Application/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 December 31, 2001 its existing
authorization to issue and sell, no later than December 31, 2001,
short-term notes ("Notes") under bank lines of credit, and/or
commercial paper ("Commercial Paper") up to an aggregate amount
at any one time outstanding of $21 million.  As of September 30,
1996, Maine Yankee did not have any amounts issued and
outstanding under these credit lines nor did it have any
Commercial Paper obligations outstanding.  Maine Yankee believes
maintaining these lines of credit and the flexibility to issue
Commercial Paper will assist it in meeting its cash requirements
over the next five years.

          The Notes will mature in twelve months or less from the
date of issuance and will have an effective interest cost not
exceeding the effective interest cost of borrowings at the prime
rate, as in effect from time-to-time at the banks.  Commitment
fees will not exceed 1/2 of 1% of the lines of credit from such
banks.

          The Commercial Paper will mature in twelve months or
less from the date of issuance and will be issued pursuant to an
exception from competitive bidding through dealers in commercial
paper and sold to institutional investors.  The Commercial Paper
may be backed by Maine Yankee's available lines of credit,
revolving credit agreements or other liquidity or credit
enhancement devices, including credit support by a banking
institution for customary fees.  Maine Yankee will pay a fee to
the dealers in the Commercial Paper, estimated to be 1/8 of 1%
per annum, on a discount basis, of the amounts borrowed, as
compensation for their services with regard to the issuance of
the Commercial Paper.  The interest rate on the Commercial Paper
will vary depending upon the interest rates prevailing in the
relevant market at the time of issuance.

          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    Final
                                              Showing       Pro
                                             Effect of     Forma
                                 9/30/96     STD Issues   9/30/96

ELECTRIC PROPERTY, at
Original Cost                    $409,553  $             $409,553
   Less: Accumulated
         Depreciation and
         Amortization             221,954                 221,954
				  _______    ________	  _______
                                  187,599        0        187,599
   Construction Work in
   Progress                         4,628                   4,628
				  _______    ________	  _______
      Net Electric Property       192,227        0        192,227
				  _______    ________	  _______

NUCLEAR FUEL, at Original
Cost
   Nuclear Fuel in Reactor         78,037                  78,037
   Nuclear Fuel - Spent           391,803                 391,803
   Nuclear Fuel - Stock             8,657                   8,657
				  _______    ________	  _______
                                  478,497        0        478,497
   Less: Accumulated
         Amortization             450,500                 450,500
				  _______    ________	  _______
                                   27,997        0         27,997
   Nuclear Fuel in Process          3,422                   3,422
				  _______    ________	  _______
      Net Nuclear Fuel             31,419        0         31,419
				  _______    ________	  _______

      Net Electric Property
      and Nuclear Fuel            223,646        0        223,646
				  _______    ________	  _______

CURRENT ASSETS
   Cash and Cash Equivalents        8,482                   8,482
   Restricted Cash                     12                      12
   Accounts Receivable             15,441                  15,441
   Materials and Supplies, at
     Average Cost                  10,911                  10,911
   Prepayments                      1,288                   1,288
				  _______    ________	  _______
      Total Current Assets         36,134        0         36,134
				  _______    ________	  _______

DEFERRED CHARGES AND OTHER
ASSETS
   Trust Funds
      Fuel Disposal               108,777                 108,777
      Plant Decommissioning       153,692                 153,692
   Regulatory Assets
      Accumulated Deferred
      Income
        Tax Assets                 32,991                  32,991
      DOE Decontamination and
        Decommissioning Fee        18,309                  18,309
      Other                         6,342                   6,342
   Other Deferred Charges and
   Other
     Assets                           197                     197
				  _______    ________	  _______

      Total Deferred Charges
      and
        Other Assets              320,308        0        320,308
				  _______    ________	  _______

                                 $580,088  $     0       $580,088
				  _______    ________	  _______




                Maine Yankee Atomic Power Company
                          BALANCE SHEET
                           (Unaudited)
                      (Dollars in Thousands)
             STOCKHOLDERS' INVESTMENT AND LIABILITIES

                                              Pro Forma
                                             Adjustments    Final
                                               Showing       Pro
                                              Effect of     Forma
                                  9/30/96    STD Issues    9/30/96

CAPITALIZATION
   Common Stock Investment      $  71,186    $            $ 71,186
   Redeemable Preferred Stock      18,000                   18,000
   Long-Term Debt                  88,332                   88,332
				  _______     ________	   _______
      Total Capitalization        177,518         0        177,518
				  _______     ________	   _______

LONG-TERM FUEL DISPOSAL
LIABILITY                         118,715         0        118,715
				  _______     ________	   _______
NUCLEAR FUEL FINANCING NOTES        5,000         0          5,000
				  _______     ________	   _______

CURRENT LIABILITIES
   Notes Payable to Banks             -                        -  
   Current Sinking Fund
   Requirements                     7,267                    7,267
   Accounts Payable                12,067                   12,067
   Fuel Disposal Cost Payable         814                      814
   Dividends Payable                1,867                    1,867
   Accrued Interest and Taxes      11,260                   11,260
   Other Current Liabilities        2,217                    2,217
				  _______     ________	   _______
      Total Current Liabilities    35,492         0         35,492
				  _______     ________	   _______

COMMITMENTS AND CONTINGENCIES

RESERVES AND DEFERRED CREDITS
   Plant Decommissioning
   Reserve                        155,092                  155,092
   Deferred Credits
      Accumulated Deferred
      Income
        Tax Liabilities            53,074                   53,074
      DOE Decontamination and
        Decommissioning Fee        16,520                   16,520
      Regulatory Liability -
        Income Taxes                9,857                    9,857
      Unamortized Investment
      Tax
        Credits                     6,496                    6,496
      Unamortized Gains on
        Reacquired Debt             2,324                    2,324
				  _______     ________	   _______

         Total Reserves and
           Deferred Credits       243,363         0        243,363
				  _______     ________	   _______
                                 $580,088    $    0       $580,088
				  _______     ________	   _______



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

                                                         September 30,
                                                              1996
 COMMON STOCK INVESTMENT
    Common Stock, $100 Par Value, 500,000 Shares
      Authorized and Outstanding                           $ 50,000
    Other Paid-in Capital                                    16,580
    Capital Stock Expense                                      (369)
    Gain on Cancellation of Preferred Stock                   1,125
    Premiums on Preferred Stock                                  53
    Retained Earnings                                         3,797
							    _______
                                                             71,186
							    _______

 REDEEMABLE PREFERRED STOCK
    7.48% SERIES, $100 Par Value
      Authorized 60,000 Shares
      Outstanding 36,000                                      3,600
    8.00% Series, $100 Par Value
      Authorized 200,000 Shares
      Outstanding 150,000                                    15,000

    Less:  Current Sinking Fund Requirements                    600
							    _______
                                                             18,000
							    _______

 LONG-TERM DEBT
    First Mortgage Bonds
       Series D - 8.79% due May 1, 2002                      35,000
       Series E - 8.13% due May 1, 2008                      40,000
       Series F - 6.89% due May 1, 2008                      19,999

    Less:  Current Sinking Fund Requirements                  6,667
							    _______
                                                             88,332
							    _______
       Total Capitalization                                $177,518
							    _______



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

                                             Pro Forma     Final
                                            Adjustments     Pro
                                              Showing      Forma
                                  12 MTD     Effect of    12 MTD
                                 9/30/96    STD Issues    9/30/96

ELECTRIC OPERATING REVENUES      $181,667    $   0       $181,667
				  _______     ________    _______

OPERATING EXPENSE
   Fuel
      Amortization                 10,976                  10,976
      Disposal Cost                 5,398                   5,398
   Operation                       74,744                  74,744
   Maintenance                     29,722                  29,722
   Depreciation                    17,957                  17,957
   Decommissioning                 14,900                  14,900
   Taxes
      Federal and State
      Income                       (1,533)                 (1,533)
      Local Property               11,941                  11,941
				  _______     ________    _______
         Total Operating
         Expenses                 164,105        0        164,105
				  _______     ________    _______

OPERATING INCOME                   17,562        0         17,562

OTHER INCOME (EXPENSE)
   Allowance for Equity Funds
   Used
      During Construction             151                     151
      For Nuclear Fuel                  -                       -
   Other, Net                       5,362                   5,362
				  _______     ________    _______

INCOME BEFORE INTEREST
CHARGES                            23,075        0         23,075
				  _______     ________    _______

INTEREST CHARGES
   Long-Term Debt                   7,487                   7,487
   Fuel Disposal Liability          6,078                   6,078
   Fuel Financing Notes             1,083                   1,083
   Other Interest Charges             396                     396
   Allowance for Borrowed
   Funds
     Used During Construction        (176)                   (176)
     For Nuclear Fuel                 (62)                    (62)
				  _______     ________    _______
         Total Interest
         Charges                   14,806        0         14,806
				  _______     ________    _______

NET INCOME                          8,269                   8,269

RETAINED EARNINGS - BEGINNING
OF PERIOD                           3,684                   3,684

PREFERRED DIVIDENDS DECLARED        1,481                   1,481

COMMON DIVIDENDS DECLARED           6,675                   6,675
				  _______     ________    _______

RETAINED EARNINGS - END OF
PERIOD                           $  3,797    $   0       $  3,797
				  _______     ________    _______




                Maine Yankee Atomic Power Company
          STATEMENT OF PROJECTED CASH FLOW FOR 1997<F1>
                      (Dollars in Thousands)
                           (Unaudited)


 CASH SOURCES                                             TOTAL

 Net Income                                            $  7,929
 Fuel Amortization                                       22,878
 Depreciation                                            19,124
							_______
       TOTAL SOURCES                                     49,931
							_______

 CASH USES

 Repurchase - LTD                                         6,667
 Repurchase - Preferred Stock                               600
 Nuclear Fuel Purchases                                  28,227
 Spent Fuel Disposal Trust                                6,290
 Common Dividends                                         7,183
 Preferred Dividends                                      1,424
 Construction Expenditures                               10,000
 Working Capital and Change in A/P Activity              13,942
							_______
       TOTAL USES                                        74,333
							_______
 CASH SURPLUS (NEEDS)                                  $(24,402)
							_______

 BORROWINGS<F2>

       Beginning Balance                               $ 19,346
       Add (Sub.) to Balance                             24,402
							_______
                                                       $ 43,748
							_______

                    
____________________

<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.



                Maine Yankee Atomic Power Company
              STATEMENT OF SOURCES AND USES OF FUNDS
                  Projected for years 1998-2001
                      (Dollars in Thousands)


                                   1998     1999      2000       2001

 Beginning STD & Fuel Fin.
    Notes Outstanding           $43,748   $(2,995)  $14,316   $32,130

 Fund Provided:
    From Operations              58,006    57,046    58,915    64,838
    From External Long-Term
      Financing                  40,000         0         0         0
				 ______    ______    ______    ______
    Total Funds Provided         98,006    57,046    58,915    64,838
				 ______    ______    ______    ______

 Fund Used:
    Construction                  5,200    10,000    10,000     5,000
    Fuel                            672    24,293    30,967     5,555
    Sinking Funds                 7,267    11,267    11,267    11,267
    Dividends                     8,563     8,518     8,473     8,428
    Working Capital              29,561    20,279    16,022    16,789
				 ______    ______    ______    ______
    Total Funds Used             51,263    74,357    76,729    47,039
				 ______    ______    ______    ______
    Sources Less Uses            46,743   (17,311)  (17,814)   17,799
				 ______    ______    ______    ______
 Ending STD & Fuel Fin.
    Notes Outstanding           $(2,995)  $14,316   $32,130   $14,331
				 ______    ______    ______    ______





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