<PAGE>
File No.: 70-7950
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
BY
NEW ENGLAND ELECTRIC RESOURCES, INC. (NEERI)
In accordance with the order of the Securities and Exchange
Commission dated September 4, 1992, the following is a report for
the first quarter of 1994:
1. NEERI is a Massachusetts corporation which was formed
in January 1992. NEERI was not capitalized until
October 13, 1992 when one thousand shares of NEERI
common stock were issued to New England Electric System
(NEES).
During the quarter ended March 31, 1994, NEERI
undertook consulting activities for the Hungarian
Electricity Board pursuant to Agreements with the
Hungarian Electricity Board and the United States
Energy Association (USEA). The consulting activities
took place at New England Electric facilities and in
Hungary. No compensation was recognized during the
first quarter.
NEERI is providing consulting to the Central Vermont
Public Service Corporation (CVPS), providing an impact
evaluation of CVPS's residential new construction
program. The consulting work is taking place in and
around Rutland, Vermont and also at New England
Electric facilities. The terms are set forth in a
Consulting Service Agreement with CVPS which provides
for monthly billing for consulting. The compensation
recognized during the first quarter was $24,567.
Pursuant to a subcontracting consulting agreement with
Kemper Management Services (Kemper), NEERI is
evaluating the commercial and industrial demand side
management programs of Consolidated Edison of New York,
Inc. The consulting work is taking place in New York
and also at New England Electric facilities. The
compensation recognized in the first quarter was
$9,820.
<PAGE>
2. As of March 31, 1994, NEES had purchased 1,000 shares
of NEERI common stock and made subordinated loans
totaling $315,000 to NEERI.
3. As of March 31, 1994, NEERI employed no permanent
personnel. Certain employees of NEPSCO have billed
time to NEERI under the terms of the Service Agreement
filed with Form U-1.
4. As of March 31, 1994, NEERI had not purchased or
received from associate companies of NEES any
intellectual property.
5. Attached in Exhibits A through C are a balance sheet,
twelve months ending income statement, and statement of
cash flow for NEERI.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
certificate of notification (Commission's File No. 70-7950) to be
signed on its behalf by the undersigned officer thereunto duly
authorized.
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/ John G. Cochrane
By: _________________________________
John G. Cochrane
Treasurer
Date: May 13, 1994
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A Balance Sheet at March 31, 1994 Filed
(Unaudited, subject to adjustment) herewith
B Statement of Income and Retained Deficit Filed
for twelve months ended March 31, 1994 herewith
(Unaudited, subject to adjustment)
C Statement of Cash Flows for twelve months Filed
ended March 31, 1994 herewith
(Unaudited, subject to adjustment)
<PAGE>
Exhibit A
NEW ENGLAND ELECTRIC RESOURCES, INC.
Balance Sheet
March 31, 1994
(Unaudited, Subject to Adjustment)
ASSETS
- ------
Current assets:
Cash $ 32,726
Accounts receivable 27,182
Accounts receivable from associated companies 5,580
Tax benefit receivable 71,219
---------
Total current assets $ 136,707
=========
LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------
Current liabilities:
Accounts payable to associated companies $ 37,992
Accounts payable 0
Accrued taxes 456
---------
Total current liabilities 38,448
---------
Parent company's investment:
Common stock, par value $1 per share 1,000
Subordinated notes payable to parent 315,000
Paid-in capital
Retained deficit (217,741)
---------
Total parent company's investment 98,259
---------
Total current liabilities and parent company's investment $ 136,707
=========
<PAGE>
Exhibit B
NEW ENGLAND ELECTRIC RESOURCES, INC.
Statement of Income and Retained Deficit
For the Twelve Months Ended March 31, 1994
(Unaudited, Subject to Adjustment)
INCOME
- ------
Services rendered to nonassociated companies $ 92,406
Miscellaneous income or loss
---------
TOTAL INCOME 92,406
---------
EXPENSE
- -------
Outside services employed 278,434
Taxes other than income taxes 0
Income taxes (70,184)
---------
TOTAL EXPENSE 208,250
---------
NET INCOME OR (LOSS) (115,844)
---------
Retained earnings/(deficit) at beginning of period (101,897)
---------
Retained earnings/(deficit) at end of period $(217,741)
=========
<PAGE>
Exhibit C
NEW ENGLAND ELECTRIC RESOURCES, INC.
Statement of Cash Flows
For the Twelve Months Ended March 31, 1994
(Unaudited, Subject to Adjustment)
Operating Activities:
Net loss $(115,844)
Adjustments to reconcile net loss to net cash provided
by operating activities:
(Increase)/decrease in tax benefit receivable (21,569)
(Increase)/decrease in accounts receivable (32,762)
Increase/(decrease) in accounts payable 22,049
Increase/(decrease) in accrued taxes 0
---------
Net cash provided by operating activities $(148,126)
---------
Financing Activities:
Subordinated notes payable to parent-issues $ 175,000
Proceeds from common stock issued 0
---------
Net cash used in financing activities 175,000
---------
Net increase/(decrease) in cash and cash equivalents 26,874
Cash and cash equivalents at beginning of period 5,852
---------
Cash and cash equivalents at end of period $ 32,726
=========
