COMMONWEALTH ELECTRIC CO
10-Q, 1994-11-14
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<PAGE 1>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C. 20549-1004

                                   FORM 10-Q

(Mark One)

 X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the quarterly period ended September 30, 1994

                                      OR

    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the transition period from ________________ to ________________

                         Commission File Number 2-7749

                        COMMONWEALTH ELECTRIC COMPANY             
            (Exact name of registrant as specified in its charter)

        Massachusetts                                       04-1659070     
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

One Main Street, Cambridge, Massachusetts                   02142-9150     
(Address of principal executive offices)                    (Zip Code)


                                (617) 225-4000                   
             (Registrant's telephone number, including area code)


                                                                          
     (Former name, address and fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports),and (2) has been subject to such
filing requirements for the past 90 days.     YES   X   NO     


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
                                                         Outstanding at
   Class of Common Stock                                 November 1, 1994

Common Stock, $25 par value                              2,043,972 shares

The Company meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q as a wholly-owned subsidiary and is therefore filing this
Form with the reduced disclosure format.
<PAGE 2>

                        PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


                         COMMONWEALTH ELECTRIC COMPANY

                           CONDENSED BALANCE SHEETS

                   SEPTEMBER 30, 1994 AND DECEMBER 31, 1993

                                    ASSETS

                                  (Unaudited)

                                                 September 30,   December 31,
                                                      1994           1993    
                                                    (Dollars in Thousands)

PROPERTY, PLANT AND EQUIPMENT,
    at original cost                                $489 864       $475 348
  Less - Accumulated depreciation                    142 032        133 349
                                                     347 832        341 999
  Add - Construction work in progress                  4 387          5 478
                                                     352 219        347 477

INVESTMENTS
  Equity in nuclear electric power company               638            601
  Other                                                   14             14
                                                         652            615

CURRENT ASSETS
  Cash                                                 1 660          2 794
  Advances to affiliates                               3 915          4 485
  Accounts receivable -
    Affiliates                                         1 544          2 413
    Customers                                         34 473         38 743
  Unbilled revenues                                    8 987          9 332
  Prepaid property taxes                               4 109          2 538
  Inventories and other                                6 639          6 787
                                                      61 327         67 092

DEFERRED CHARGES                                      49 178         34 619

                                                    $463 376       $449 803


<PAGE 3>

                         COMMONWEALTH ELECTRIC COMPANY

                           CONDENSED BALANCE SHEETS

                   SEPTEMBER 30, 1994 AND DECEMBER 31, 1993

                        CAPITALIZATION AND LIABILITIES

                                  (Unaudited)

                                                 September 30,   December 31,
                                                     1994            1993    
                                                    (Dollars in Thousands)
CAPITALIZATION
 Common Equity -
   Common stock, $25 par value -
     Authorized and outstanding -
       2,043,972 shares wholly-owned by
       Commonwealth Energy System (Parent)          $ 51 099       $ 51 099
   Amounts paid in excess of par value                97 112         97 112
   Retained earnings                                  19 705         15 118
                                                     167 916        163 329
 Long-term debt, less current sinking
   fund requirements                                 157 814        158 858
                                                     325 730        322 187

CURRENT LIABILITIES
   Current sinking fund requirements                   1 053          1 053
   Accounts payable -
     Affiliates                                        6 851         10 088
     Other                                            26 913         22 044
   Accrued taxes -
     Local property and other                          4 765          3 017
     Income                                            7 301          2 337
   Other                                              12 613         13 125
                                                      59 496         51 664

DEFERRED CREDITS
 Accumulated deferred income taxes                    40 886         39 396
 Unamortized investment tax credits                    8 098          8 430
 Other                                                29 166         28 126
                                                      78 150         75 952

COMMITMENTS AND CONTINGENCIES

                                                    $463 376       $449 803



                            See accompanying notes.

<PAGE 4>

                         COMMONWEALTH ELECTRIC COMPANY

             CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

                                  (Unaudited)


                                   Three Months Ended      Nine Months Ended
                                     1994      1993         1994        1993
                                           (Dollars in Thousands)

ELECTRIC OPERATING REVENUES        $119 559   $114 829    $336 293   $319 146

OPERATING EXPENSES
 Electricity purchased for
   resale, transmission and fuel     77 372     74 332     222 414    211 385
 Other operation and maintenance     20 159     19 546      61 954     65 485
 Depreciation                         3 999      3 867      11 997     11 583
 Taxes -
   Income                             4 264      4 446       8 285      5 084
   Local property                     1 388      1 297       3 912      3 732
   Payroll and other                    595        614       2 223      2 455
                                    107 777    104 102     310 785    299 724

OPERATING INCOME                     11 782     10 727      25 508     19 422

OTHER INCOME (EXPENSE)
 Allowance for equity funds
   used during construction              63        -           192        -
 Other, net                          (1 249)       157      (1 083)       153
                                     (1 186)       157        (891)       153

INCOME BEFORE INTEREST CHARGES       10 596     10 884      24 617     19 575

INTEREST CHARGES
 Long-term debt                       3 620      3 570      10 710      9 682
 Other interest charges                 123        200         348      1 123
 Allowance for borrowed funds
   used during construction             (73)       (51)       (226)      (105)
                                      3 670      3 719      10 832     10 700

NET INCOME                            6 926      7 165      13 785      8 875

RETAINED EARNINGS -
 Beginning of period                 14 823     11 291      15 118     14 882
 Dividends on common stock           (2 044)       -        (9 198)    (5 301)

RETAINED EARNINGS -
 End of period                     $ 19 705   $ 18 456    $ 19 705   $ 18 456



                            See accompanying notes.
<PAGE 5>

                         COMMONWEALTH ELECTRIC COMPANY

                      CONDENSED STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993

                                  (Unaudited)

                                                        1994         1993
                                                      (Dollars in Thousands)
OPERATING ACTIVITIES
  Net income                                          $ 13 785     $  8 875
  Effects of non-cash items -
    Depreciation and amortization                       13 790       12 644
    Deferred income taxes and investment
      tax credits, net                                  (1 053)       1 303
    Allowance for equity funds used
      during construction                                 (192)         -
  Change in working capital, exclusive of cash
    and advances to affiliates                          11 893       24 125
  Fuel charge stabilization deferral                   (11 470)         -
  All other operating items                             (3 314)     (10 458)

Net cash provided by operating activities               23 439       36 489

INVESTING ACTIVITIES
  Additions to property, plant and equipment
    (exclusive of AFUDC)                               (14 675)     (12 230)
  Allowance for borrowed funds used during
    construction                                          (226)        (105)
  Payments from (advances to) affiliates                   570      (15 580)

Net cash used for investing activities                 (14 331)     (27 915)

FINANCING ACTIVITIES
  Long-term debt issues                                    -         65 000
  Sale of common stock                                     -         35 000
  Payment of short-term borrowings                         -        (67 275)
  Payment to affiliates                                    -        (11 840)
  Long-term debt issues refunded                           -        (21 300)
  Payment of dividends                                  (9 198)      (5 301)
  Sinking funds payments                                (1 044)      (1 058)

Net cash used for financing activities                 (10 242)      (6 774)

Net increase (decrease) in cash                         (1 134)       1 800
Cash at beginning of period                              2 794          507

Cash at end of period                                 $  1 660     $  2 307

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest (net of capitalized amounts)             $ 11 759     $ 10 906
    Income taxes                                      $  2 163     $    947

                            See accompanying notes.
<PAGE 6>

                         COMMONWEALTH ELECTRIC COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

(1) Accounting Policies

         Commonwealth Electric Company (the Company) is a wholly-owned
    subsidiary of Commonwealth Energy System.  The parent company is referred
    to in this report as the "System" and, together with its subsidiaries, is
    collectively referred to as "the system."

         The Company's significant accounting policies are described in Note
    1 of Notes to Financial Statements included in its 1993 Annual Report on
    Form 10-K filed with the Securities and Exchange Commission.  For interim
    reporting purposes, the Company follows these same basic accounting
    policies but considers each interim period as an integral part of an
    annual period and makes allocations of certain expenses to interim
    periods based upon estimates of such expenses for the year.

         The Company has established various regulatory assets in cases where
    the Massachusetts Department of Public Utilities (DPU) and/or the Federal
    Energy Regulatory Commission have permitted, or are expected to permit,
    recovery of specific costs over time.  Similarly, certain regulatory
    liabilities established by the Company are required to be refunded to
    customers over time.  As of September 30, 1994, principal regulatory
    assets included in deferred charges were $11.5 million associated with a
    rate stabilization plan, $10 million for postretirement benefits costs
    including pensions, $7.3 million for unrecovered plant and decommission-
    ing costs for the Yankee Atomic nuclear plant, $7.1 million in litigation
    costs associated with a settlement agreement with Boston Edison Company
    relative to the Pilgrim nuclear power plant, $4 million for unrecovered
    costs associated with a conservation and load management program and 
    $4.4 million in abandonment costs for the Cannon Street generating
    station.  The principal regulatory liability, reflected in deferred
    credits, was $4 million related to income taxes.

         Generally, expenses which relate to more than one interim period are
    allocated to other periods to more appropriately match revenues and
    expenses.  Income tax expense is recorded using the statutory rates in
    effect applied to book income subject to tax recorded in the interim
    period.

         The unaudited financial statements for the periods ended September
    30, 1994 and 1993 reflect, in the opinion of the Company, all adjustments
    (consisting of only normal recurring accruals) necessary to summarize
    fairly the results for such periods.  In addition, certain prior period
    amounts are reclassified from time to time to conform with the presenta-
    tion used in the current period's financial statements.

         The results for interim periods are not necessarily indicative of
    results for the entire year because of seasonal variations in the con-
    sumption of energy.
<PAGE 7>

                         COMMONWEALTH ELECTRIC COMPANY

(2) Commitments and Contingencies

         (a) Construction and Financing Programs

         The Company is engaged in a continuous construction program present-
    ly estimated at $141 million for the five-year period 1994 through 1998.
    Of that amount, $24.8 million is estimated for 1994.  As of September 30,
    1994, the Company's construction expenditures amounted to approximately
    $15.1 million, including an allowance for funds used during construction.
    The Company expects to finance these expenditures on an interim basis
    with internally-generated funds and short-term borrowings which are
    ultimately expected to be repaid with the proceeds from sales of long-
    term debt and equity securities.

         The program is subject to periodic review and revision due to
    factors such as changes in business conditions, rates of customer growth,
    effects of inflation, maintenance of reliable and safe service, equipment
    delivery schedules, licensing delays, availability and cost of capital
    and environmental regulations.

         (b) Rate Stabilization Plan

         The Company implemented a Fuel Charge (FC) rate settlement on April 
    1, 1994 that will stabilize its quarterly FC rate during the years 1994
    through 1996 at 6.5 cents per KWH and no greater than 6.7 cents per KWH
    during 1997.  The settlement results in billings at a significantly lower
    rate than would have otherwise been in effect and could save customers
    between 1.75% and 5% on their annual electric bills from 1994 through
    1997.  This rate stabilization results from the use of a cost deferral
    mechanism that was sponsored jointly by the Company and the Massachusetts
    Attorney General and approved by the DPU.  The deferred costs are being
    reflected as a regulatory asset to be recovered, with carrying charges,
    over the subsequent six-year period beginning in 1998 pursuant to a
    recovery schedule subject to DPU review.  The deferred amount, excluding
    carrying charges, is restricted to a maximum of $40 million during the
    settlement period (1994 through 1997) and is further limited to an annual
    cost deferral of $16 million which is the amount the Company anticipates
    will be deferred in 1994.  As of September 30, 1994, the Company has
    deferred $11.5 million, including carrying charges.

         The rate stabilization mechanism is part of a long-term plan to con-
    trol the Company's retail rates.  This plan will help to eliminate the
    disincentive for economic development resulting from a volatile and
    unpredictable FC rate.  The stabilized FC rate will enable current and
    prospective customers to better plan their business and personal finances
    in a more efficient and effective manner.  In addition to the Massachu-
    setts Attorney General, this proposal has been widely supported by
    various business and customer groups and other political interests.

         (c) Decommissioning of Yankee Atomic Nuclear Power Plant

         In February 1992, the Board of Directors of Yankee Atomic Electric
    Company (Yankee Atomic) agreed to permanently discontinue power operation
    and decommission the Yankee Nuclear Power Station (the plant).  At
    September 30, 1994, the Company's 2.5% investment in the plant is approx-
<PAGE 8>

                         COMMONWEALTH ELECTRIC COMPANY

    imately $638,000.  The estimated decommissioning costs include its
    unrecovered share of all costs associated with the shutdown of the plant,
    recovery of its plant investment, and decommissioning and closing the
    plant.  The amount currently reflected in the accompanying Balance Sheets
    as a liability and a corresponding regulatory asset is $7.3 million.  The
    market value of the Company's share of assets in the plant's decommis-
    sioning fund at September 30, 1994 is approximately $2.6 million.

         On October 26, 1994, Yankee Atomic filed with the Nuclear Regulatory
    Commission a revised estimate to decommission the plant of $370 million
    (in 1994 dollars).  The total cost to permanently shut down the plant is
    approximately $438.6 million.  The Company's share of this liability is
    approximately $11 million.  The Company is reviewing Yankee Atomic's
    filing and adjustments to the liability and regulatory asset accounts
    will be made as appropriate during the fourth quarter of 1994.
<PAGE 9>

                         COMMONWEALTH ELECTRIC COMPANY

Item 2. Management's Discussion and Analysis of Results of Operations

    The following is a discussion of certain significant factors which have
affected operating revenues, expenses and net income during the periods
included in the accompanying condensed statements of income.  This discussion
should be read in conjunction with the Notes to Condensed Financial Statements
appearing elsewhere in this report.

    A summary of the period to period changes in the principal items included
in the condensed statements of income for the three and nine months ended
September 30, 1994 and 1993 is shown below:

                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                     1994 and 1993         1994 and 1993
                                            Increase (Decrease)
                                          (Dollars in Thousands)

Electric Operating Revenues         $ 4 730    4.1%      $ 17 147     5.4%

Operating Expenses
  Electricity purchased for resale,
    transmission and fuel             3 040    4.1         11 029     5.2
  Other operation and maintenance       613    3.1         (3 531)   (5.4)
  Depreciation                          132    3.4            414     3.6
  Taxes -
    Federal and state income           (182)  (4.1)         3 201    63.0
    Local property and other             72    3.8            (52)   (0.8)
                                      3 675    3.5         11 061     3.7

Operating Income                      1 055    9.8          6 086    31.3

Other Income                         (1 343)(855.4)        (1 044) (682.4)

Income Before Interest Charges         (288)  (2.6)         5 042    25.8

Interest Charges                        (49)  (1.3)           132     1.2

Net Income                          $  (239)  (3.3)      $  4 910    55.3

Retail Unit Sales MWH Increase       36 712    4.2         99 548     4.1

     The following is a summary of unit sales for the periods indicated:

                                     Unit Sales (MWH)
                         Three Months                    Nine Months         
Period Ended      Total    Retail  Wholesale     Total     Retail   Wholesale

September 30,
    1994        1 130 798  907 842   222 956   3 501 018   2 529 024  971 994

September 30,
    1993        1 228 566  871 130   357 436   3 274 444   2 429 476  844 968

<PAGE 10>

                         COMMONWEALTH ELECTRIC COMPANY

Operating Revenues

    Operating revenues for the first nine months of 1994 increased by $17.1
million or 5.4% from the corresponding period in 1993 due to the higher cost
of electricity purchased for resale, transmission and fuel ($11 million), a
4.1% increase in retail unit sales ($3.6 million), greater recovery of
capacity-related costs associated with certain purchased power contracts ($1.9
million) and a higher level of lost base revenues related to conservation and
load management (C&LM) programs ($720,000).  The recovery of lost base
revenues is allowed by the Massachusetts Department of Public Utilities (DPU)
to encourage effective implementation of C&LM programs.  To the extent that
current costs associated with C&LM programs increase or decrease from period
to period based on customer participation, a corresponding change will occur
in revenues.  Current three and nine-month C&LM costs were higher by $151,000
and $139,000, respectively, when compared with the corresponding periods of
the prior year.

    For the current quarter, operating revenues increased $4.7 million or 4.1%
when compared to the same period in 1993 due to an increase in the cost of
electricity purchased for resale, transmission and fuel ($3 million), a 4.2%
increase in retail unit sales ($1.3 million) and increased recovery of lost
base revenues related to C&LM programs ($313,000).

    Also included in revenues for the three and nine-month periods ended
September 30, 1994 were wholesale sales to NEPOOL and to non-associate utili-
ties of $4.4 million and $19.7 million, respectively, a $3.3 million decrease
and a $900,000 increase from the corresponding periods of 1993 reflecting the
changing capacity needs of non-affiliated utilities and the New England Power
Pool.  Increasingly, the Company is able to sell its excess capacity at
competitive terms and rates to satisfy various short-term requests for power
from other regional utilities.  Increased emphasis on the marketing of excess
power supplies yielded estimated savings of $157,000 and $958,000 for the
three and nine months ended September 30, 1994 as compared to $131,000 and
$267,000 for the respective periods last year.  Fluctuations in the level of
wholesale electric sales have no impact on net income.

Electricity Purchased for Resale, Transmission and Fuel

    Electricity purchased for resale, transmission and fuel costs per KWH sold
was slightly lower in the current nine-month period (6.4 cents) than the same
period of a year ago (6.5 cents) reflecting the moderating impact of the
deferral of $11.1 million of costs due to the Company's rate stabilization
mechanism that was implemented on April 1, 1994.  The cost per KWH would have
been 6.7 cents in the current nine-month period if the rate stabilization
mechanism was not in effect.  Electricity purchased for resale reflects
continuing contractual obligations to purchase higher-cost power procured in
the 1980s when the Company's customer base grew dramatically and forecasts
predicted continued growth and, to a lesser extent, higher fuel costs at Canal
Electric Company.  The Company is currently involved in the renegotiation of
various power contracts which include price restructuring, buy-outs and/or
generating unit shutdowns that could also reduce its cost of power.  For the
three months ended September 30, 1994 and 1993, the per KWH cost was 6.8 cents
and 6.1 cents, respectively, primarily reflecting the higher fuel costs at
Canal.
<PAGE 11>

                         COMMONWEALTH ELECTRIC COMPANY

    The cost of electricity purchased for resale for the nine-month periods
ended September 30, 1994 and 1993 also included $1.5 million and $3.4 million
of capacity-related costs associated with certain purchased power contracts
that were not recovered in revenues due to the recovery mechanism established
by the DPU.  The impact of this under-recovery reduced net income by $922,000
and $2.1 million for the respective nine-month periods.  For the three-month
periods ended September 30, 1994 and 1993, the Company overcollected its costs
by $798,000 and $772,000 resulting in higher net income of $485,000 and
$469,000, respectively.  (Refer to the "Power Contracts" section to follow.)

    For the current nine-month period, retail energy unit sales for each
customer segment showed improvement due to the first quarter's colder than
normal weather conditions, an improving economy and a 1.2% increase in the
number of customers.

Other Operation and Maintenance

    Other operation and maintenance declined by $3.5 million or 5.4% in the
first nine months of 1994 primarily due to savings of approximately $1.5
million that resulted from a second quarter 1993 work force reduction and the
absence of $1.8 million of severance pay incurred in 1993.  Other factors
contributing to the decrease included lower affiliate services company charges
($1.1 million) also due to the work force reduction, and a decline in the
provision for bad debts ($1.2 million) due to improved collection experience. 
Maintenance costs decreased $732,000 primarily due to a reduction in outside
contractor charges for tree trimming and maintenance-related projects.

    The $613,000 increase in other operation and maintenance for the three
months ended September 30, 1994 was due to increases in payroll costs
($620,000) and insurance and benefits costs ($474,000) offset in part, by a
decline in the provision for bad debts ($451,000).

Depreciation and Taxes

    Depreciation expense increased due to a higher level of depreciable
property, plant and equipment.  The change in local property and other taxes
for the three and nine-month periods reflects higher property tax rates
($90,000 and $180,000) offset by a reduction in payroll taxes of $18,000 and
$231,000.  The change in federal and state income taxes for the current nine-
month period reflects the level of pretax income.  The decrease in the current
quarter is primarily due to the absence of a retroactive adjustment made in
the third quarter of 1993 to reflect the increase in the federal tax rate to
35% and, to a lesser extent, the level of pretax income.

Other Income and Interest Charges

    The decrease in other income in both the three and nine-month periods was
primarily due to a reserve related to a settlement negotiated with an outside
party for certain costs associated with the Company's energy conservation
program.  Somewhat moderating the overall decrease in other income during the
current three and nine-month periods were carrying costs ($237,000 and
$346,000, respectively) on the fuel charge stabilization deferral and an
allowance for funds used during construction ($63,000 and $192,000).  In
addition, for the nine-month period, other income reflects a higher level of
interest on advances to affiliated companies ($51,000) and increased income
<PAGE 12>

                         COMMONWEALTH ELECTRIC COMPANY

from non-utility operations ($70,000) primarily reflecting the absence in 1994
of losses ($48,000 recorded in January 1993) associated with the Company's
equity investment in Yankee Atomic Electric Company and the disposition of the
Cannon Street Generating Station oil inventory ($28,000).

    Total interest charges increased slightly for the current nine-month
period reflecting the issuance of $65 million in long-term debt in late March
1993 ($1 million) offset by a $774,000 decline in short-term interest costs
primarily reflecting the absence of short-term bank borrowings this year
compared to an average level of $21 million for the first nine months of 1993. 
For the current quarter, total interest charges decreased due primarily to a
decline in short-term expense ($77,000), somewhat offset by a $50,000 increase
in long-term expense due to the aforementioned financing activity.

Power Contracts

    The Company has long-term contracts for the purchase of electricity from
various sources.  Generally, these contracts are for fixed periods and require
that the Company pay a demand charge for its capacity entitlement in each unit
and an energy charge to cover the cost of fuel.  The Company collects a
portion of its capacity-related purchased power costs associated with certain
long-term power arrangements through its base rates.  The recovery mechanism
for these costs uses a per KWH factor which is calculated using historical
(test-period) capacity costs and unit sales.  This factor is then applied to
current monthly KWH sales.  When current period capacity costs and/or unit
sales vary from test-period levels, the Company experiences a revenue excess
or shortfall.  All other capacity and energy-related purchased power costs are
recovered through the Company's Fuel Charge.

Power Contract Negotiations

    On May 2, 1994, the Company and its affiliate Cambridge Electric Light
Company (Cambridge Electric) gave notice of termination of power purchase
agreements with Eastern Energy Corp. (Eastern), the developer of a proposed
300 MW coal-fired plant in New Bedford, Massachusetts.  In June 1989, in order
to meet rising energy requirements, the Company and Cambridge Electric agreed
to buy 27% (50 MW and 33 MW, respectively) of the power to be produced by the
proposed plant, originally scheduled to begin operation in January 1992.  That
date and later revised scheduled operating dates have not been achieved, and
the proposed plant has still not received the necessary permits.  Efforts to
reshape the Eastern power purchase agreements to provide a satisfactory
arrangement were unsuccessful.  The companies' actions are based on Eastern's
failure to meet its contractual obligations.  In a letter dated June 30, 1994,
Eastern objected to the notice of termination and provided to the Company and
Cambridge Electric written notice of arbitration and its designation of an
arbitrator pursuant to the 1989 agreements.  The companies responded by
designating their arbitrator, and the parties are now in the process of
selecting a third, neutral arbitrator through the Boston, Massachusetts office
of the American Arbitration Association.  An arbitrator decision on the
legality of the companies' termination action is expected in 1995.

    The Company has filed for regulatory approval of restructured power sale
agreements with two other non-utility generators allowing the Company to
eliminate or reduce purchased power from the units.  Also, the Company has
reached an agreement in principle on an innovative power contract with another
<PAGE 13>

                         COMMONWEALTH ELECTRIC COMPANY

New England utility that is expected to produce long-term customer savings
beginning in 1995.  This agreement will allow the Company to purchase peaking
unit capacity during the periods when it might otherwise have incurred
deficiency charges from the New England Power Pool, or have been required to
purchase capacity from other regional utilities at much higher prices.  This
contract provides for cost-effective resources to cover power needs in a
changing environment.
<PAGE 14>

                         COMMONWEALTH ELECTRIC COMPANY

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        The Company is not a party to any pending material legal proceeding.

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

   (a)  Exhibits

        Incorporated herein by reference:

        Exhibit 10   Material Contracts.

        10.2         Other Agreements.

        10.2.3.10    Twenty-Eighth Agreement Amending New England Power Pool
                     Agreement dated September 1, 1971, as amended September
                     15, 1992 (Exhibit 1 to Commonwealth Energy System's Form
                     10-Q (September 1994), File No. 1-7316).

        10.2.3.11    Twenty-Ninth Agreement Amending New England Power Pool
                     Agreement dated September 1, 1971, as amended May 1,
                     1993 (Exhibit 2 to Commonwealth Energy System's Form 
                     10-Q (September 1994), File No. 1-7316).

        Filed herewith:

        Exhibit 27   Financial Data Schedule for the nine months ended
                     September 30, 1994 (Filed herewith as Exhibit 1)

   (b)  Reports on Form 8-K

        No reports on Form 8-K were filed during the three months ended 
        September 30, 1994.
<PAGE 15>

                         COMMONWEALTH ELECTRIC COMPANY

                                  SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                COMMONWEALTH ELECTRIC COMPANY
                                                        (Registrant)


                                                Principal Financial Officer:


                                                JAMES D. RAPPOLI             
                                                James D. Rappoli,
                                                Financial Vice President
                                                  and Treasurer

                                                Principal Accounting Officer:



                                                JOHN A. WHALEN               
                                                John A. Whalen,
                                                Comptroller


Date:  November 14, 1994


<TABLE> <S> <C>

<ARTICLE> UT
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet, statement of income and statement of cash flows contained in
Form 10-Q of Commonwealth Electric Company for the nine months ended September
30, 1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000071222
<NAME> COMMONWEALTH ELECTRIC COMPANY
<MULTIPLIER> 1,000
       
<S>                            <C>
<PERIOD-TYPE>                  9-MOS
<FISCAL-YEAR-END>              DEC-31-1994
<PERIOD-END>                   SEP-30-1994
<BOOK-VALUE>                      PER-BOOK
<TOTAL-NET-UTILITY-PLANT>          352,219
<OTHER-PROPERTY-AND-INVEST>            652
<TOTAL-CURRENT-ASSETS>              61,327
<TOTAL-DEFERRED-CHARGES>            49,178
<OTHER-ASSETS>                           0
<TOTAL-ASSETS>                     463,376
<COMMON>                            51,099
<CAPITAL-SURPLUS-PAID-IN>           97,112
<RETAINED-EARNINGS>                 19,705
<TOTAL-COMMON-STOCKHOLDERS-EQ>     167,916
                    0
                              0
<LONG-TERM-DEBT-NET>               157,814
<SHORT-TERM-NOTES>                       0
<LONG-TERM-NOTES-PAYABLE>                0
<COMMERCIAL-PAPER-OBLIGATIONS>           0
<LONG-TERM-DEBT-CURRENT-PORT>        1,053
                0
<CAPITAL-LEASE-OBLIGATIONS>              0
<LEASES-CURRENT>                         0
<OTHER-ITEMS-CAPITAL-AND-LIAB>     136,593
<TOT-CAPITALIZATION-AND-LIAB>      463,376
<GROSS-OPERATING-REVENUE>          336,293
<INCOME-TAX-EXPENSE>                 8,285
<OTHER-OPERATING-EXPENSES>         302,500
<TOTAL-OPERATING-EXPENSES>         310,785
<OPERATING-INCOME-LOSS>             25,508
<OTHER-INCOME-NET>                    (891)
<INCOME-BEFORE-INTEREST-EXPEN>      24,617
<TOTAL-INTEREST-EXPENSE>            10,832
<NET-INCOME>                        13,785
              0
<EARNINGS-AVAILABLE-FOR-COMM>       13,785
<COMMON-STOCK-DIVIDENDS>             9,198
<TOTAL-INTEREST-ON-BONDS>           10,710
<CASH-FLOW-OPERATIONS>              23,439
<EPS-PRIMARY>                         0.00
<EPS-DILUTED>                         0.00
        


</TABLE>


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