<PAGE>
File No. 70-7765/70-8261
CERTIFICATE OF NOTIFICATION
(Rule 24)
to the
SECURITIES AND EXCHANGE COMMISSION
by
GRANITE STATE ELECTRIC COMPANY (Granite)
MASSACHUSETTS ELECTRIC COMPANY (Mass Electric)
NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
NEW ENGLAND ENERGY INCORPORATED (NEEI)
NEW ENGLAND HYDRO FINANCE COMPANY, INC. (Hydro Finance)
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. (Mass Hydro)
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro)
NEW ENGLAND POWER COMPANY (NEP)
NEW ENGLAND POWER SERVICE COMPANY (NEPSCO)
NEW ENGLAND ELECTRIC SYSTEM (NEES)
It is hereby certified that the transactions detailed below, which were
covered by the Statement on Form U-1 as amended and the Orders of the
Securities and Exchange Commission dated September 7, 1990, January 7, 1991,
March 3, 1992 and March 29, 1993 (File No. 70-7765) and October 29, 1993 and
December 1, 1993 (File No. 70-8261) with respect thereto, have been carried
out in accordance with the terms and conditions of and for the purposes
represented in said Statement and Orders of the Commission.
During the quarter ended December 31, 1993, Borrowing Companies made new
money borrowings as indicated in Exhibit A-1 hereto, the proceeds of which
were used to pay construction costs or to reimburse the treasury therefor, to
retire outstanding securities, to repay money pool borrowing, or to repay
maturing commercial paper or bank loans which were issued in the third
instance to pay construction costs or to reimburse the treasury therefor, and
for other corporate purposes. The maximum concurrent amount of short-term
borrowings outstanding during the quarter and the amount outstanding at the
end of the quarter is shown in Exhibit A-1.
During the quarter ended December 31, 1993, participants in the money
pool made investments therein as indicated in Exhibit A-2 hereto.
Attached as Exhibit B are letters from Merrill Lynch Money Markets Inc.
containing representations that the sales and resales of commercial paper
purchased or repurchased by them and covered by this Certificate were made
only to customers designated in their non-public list.
The required "Past Tense" Opinion of Counsel is filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, each undersigned company has duly caused this Certificate of
Notification, Commission's File No. 70-7765/70-8261, to be signed on its
behalf by the undersigned officers thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
MASSACHUSETTS ELECTRIC COMPANY
NEW ENGLAND POWER COMPANY
NEW ENGLAND POWER SERVICE COMPANY
s/ Michael E. Jesanis
By
Michael E. Jesanis, Treasurer
THE NARRAGANSETT ELECTRIC COMPANY
s/ John G. Cochrane
By
John G. Cochrane, Assistant Treasurer
GRANITE STATE ELECTRIC COMPANY
s/ Howard W. McDowell
By
Howard W. McDowell, Treasurer
NARRAGANSETT ENERGY RESOURCES COMPANY
NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND HYDRO FINANCE COMPANY, INC.
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
s/ John G. Cochrane
By
John G. Cochrane, Treasurer
Date: February 14, 1994
The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A-1 Borrowing Log Filed under cover
of Form SE
A-2 Investment Log Filed under cover
of Form SE
B Merrill Lynch Money Markets Inc. Filed under cover
Representation Letter of Form SE
F Past Tense Opinion Filed herewith
<PAGE>
25 Research Drive, Westborough, Massachusetts 01582
====================================================
February 14, 1994
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: New England Electric System et al.
File No. 70-7765
Dear Commissioners:
An application on Form U-1 dated July 26, 1990, and subsequent
amendments thereto, were filed with your Commission in the above-referenced
proceeding relating to short-term borrowings by various New England Electric
System (NEES) subsidiaries and participation in the NEES Money Pool by NEES
and various NEES subsidiaries during the period from November 1, 1990,
through October 31, 1993. During the effective period of the authority,
certain subsidiaries were added or deleted as participants and certain
subsidiaries changed the nature of their participation, all as described in
Post-Effective Amendments. Orders authorizing the proposed transactions
dated September 21, 1990, January 7, 1991, March 3, 1992, and March 29, 1993,
have been issued by your Commission (HCAR Nos. 25156, 25238, 25483, and
25772, respectively).
As reported in the certificate of notification dated May 15, 1992, from
January 6, 1992 through January 15, 1992, due to a misunderstanding of the
status of its short-term borrowing authority, one of the subsidiaries, New
England Hydro-Transmission Corporation made unauthorized borrowings from the
Pool. The maximum outstanding borrowing by NH Hydro from the Pool was
$275,000 and the average was $185,000 during the period, compared to average
total investments in the Pool of approxiamtely $103 million during the same
period.
I have reviewed the aforementioned orders of your Commision, and my
opinions dated September 20, 1990, January 4, 1991, September 12, 1991, and
March 11, 1993, to the Form U-1 in the above-referenced proceeding. I hereby
confirm the opinions contained therein. I have been advised that, except as
above described, the borrowings and investments by NEES and its subsidiaries
were in each instance made on the terms and within the limitations set forth
in the filing and in said orders.
Very truly yours,
` s/ Robert King Wulff
Robert King Wulff
Corporation Counsel
<PAGE>
