<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-6B-2
Certificate of Notification
Certificate is filed by: The Narragansett Electric Company (the Company)
This certificate is notice that the above-named company has issued,
renewed or guaranteed the security or securities described herein which
issue, renewal or guaranty was exempted from the provisions of Section
6(a) of the Act and was neither the subject of a declaration or
application on Form U-1 nor included within the exemption provided by Rule
U-48.
1. Type of the security or securities:
Secured Medium-Term Notes (First Mortgage Bonds, Series V),
Issue 94-3, 6.91%, due 1999.
2. Issue, renewal or guaranty:
Issuance.
3. Principal amount of each security:
$1,000,000.
4. Rate of interest per annum of each security:
6.91%.
5. Date of issue, renewal or guaranty of each security:
Date of issuance: May 2, 1994.
6. If renewal of security, give date of original issue:
N/A.
7. Date of maturity of each security:
May 4, 1999.
8. Name of the person to whom each security was issued, renewed or
guaranteed:
The Issue 94-3 New Bonds were issued to the Depository Trust Company,
and CS First Boston Corporation acted as Agent in connection with the
issuance.
9. Collateral given with each security, if any:
The Series V, Issue 94-3 New Bonds were issued under and secured by a
First Mortgage Indenture and Deed of Trust, dated as of September 1,
1944, and indentures supplemental thereto, including a Twenty-First
Supplemental Indenture.
10. Consideration received for each security:
The Company received $995,500 as proceeds for the issuance.
<PAGE>
-2-
11. Application of proceeds of each security:
The Company applied the proceeds of $995,500 to the payment of short-
term borrowings incurred for capitalizable additions and improvements
to the plant and property of the Company.
12. Indicate by a check after the applicable statement below whether the
issue, renewal or guaranty of each security was exempt from the
provisions of Section 6(a) because of
( ) a. the provisions contained in the first sentence of Section
6(b).
( ) b. the provisions contained in the fourth sentence of Section
6(b).
( x ) c. the provisions contained in any rule of the Commission
other than Rule U-48.
13. If the security or securities were exempt from the provisions of
Section 6(a) by virtue of the first sentence of Section 6(b), give the
figures which indicate that the security or securities aggregate
(together with all other than outstanding notes and drafts of a
maturity of nine months or less, exclusive of days of grace, as to
which such company is primarily or secondarily liable) not more than
5 per centum of the principal amount and par value of the other
securities of such company then outstanding.
N/A.
14. If the security or securities are exempt from the provisions of
Section 6(a) because of the fourth sentence of Section 6(b), name the
security outstanding on January 1, 1935, pursuant to the terms of
which the security or securities herein described have been issued.
N/A.
15. If the security or securities are exempt from the provisions of
Section 6(a) because of any rule of the Commission other than Rule
U-48 designate the rule under which exemption is claimed.
Rule 52.
THE NARRAGANSETT ELECTRIC COMPANY
s/Howard W. McDowell
By
Howard W. McDowell
Controller
Date: May 6, 1994