NEW ENGLAND ELECTRIC SYSTEM
U-1, 1995-08-25
ELECTRIC SERVICES
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<PAGE>

                                                    File No. 70-


                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                   FORM U-1

                            APPLICATION/DECLARATION

                                     UNDER

                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                   (the Act)


                   GRANITE STATE ELECTRIC COMPANY (Granite)
                MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric)
               THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
                 NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
             NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
                    NEW ENGLAND ENERGY INCORPORATED (NEEI)
             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)

                                      and

                      NEW ENGLAND ELECTRIC SYSTEM (NEES)

                  (Names of companies filing this statement)

              25 Research Drive, Westborough, Massachusetts 01582
               33 West Lebanon Road, Lebanon, NH 03766 (Granite)
            280 Melrose Street, Providence, RI 02901 (Narragansett)
                   (Address of principal executive offices)

                          NEW ENGLAND ELECTRIC SYSTEM

                (Name of top registered holding company parent
                    of the participating companies herein)


Michael E. Jesanis                        Robert King Wulff
Treasurer                                 Corporation Counsel
25 Research Drive                         25 Research Drive
Westborough, MA 01582                     Westborough, MA 01582

                  (Names and addresses of agents for service)
<PAGE>
Item 1.  Description of Proposed Transactions
---------------------------------------------

      This Application/Declaration relates to short-term borrowing by certain
subsidiaries of NEES, for the period from November 1, 1995, through October
31, 1997.  Granite, Mass. Electric, Narragansett, NEET, Mass. Hydro, NH Hydro,
NEP, and NEPSCO (the Borrowing Companies) seek authority to borrow money from
the NEES Money Pool (the Money Pool), and/or banks, and/or in the cases of
Mass. Electric, Narragansett, and NEP, to issue commercial paper, up to the
maximum amounts requested herein.  Each of the companies listed on the cover
hereof, including NEES, (the Participating Companies) seeks authority to lend
money in the Money Pool under the current terms of the Money Pool (approved by
the Commission in its File No. 70-7765).  The Commission's most recent order
in File No. 70-7765 was HCAR No. 35-25772, dated March 29, 1993.  NEES has
filed an Application/Declaration with the Commission requesting approval for
its proposed acquisition of the Nantucket Electric Company (File No. 70-8675)
and as part of that Application/Declaration requests that Nantucket Electric
Company become a member of the Money Pool.

      The Borrowing Companies currently have authority through October 31,
1995, to borrow up to the amounts shown in the table below.  Each of the
Participating Companies currently has authority to participate as a lender in
the Money Pool through October 31, 1995 (File No. 70-8261).

      During the period from November 1, 1995, through October 31, 1997, the
Borrowing Companies request borrowing authority up to the maximum outstanding
amounts shown below:  

Borrowing Company                         Borrowing Authority
-----------------                         -------------------
                                      Current               Requested
                                      -------               ---------

Granite                               $ 10,000,000          $ 10,000,000
-------

Mass. Electric                        $150,000,000          $150,000,000
--------------

Narragansett                          $100,000,000          $100,000,000
------------

NEET                                  $ 10,000,000          $ 10,000,000
----

Mass. Hydro                           $ 25,000,000          $ 25,000,000
-----------

NH Hydro                              $ 25,000,000          $ 25,000,000
--------

NEP                                   $375,000,000          $375,000,000
---

NEPSCO                                $ 12,000,000          $ 25,000,000
------

      The proceeds from the proposed borrowings are to be used (i) to pay then
outstanding notes initially issued to banks and/or dealers in commercial paper
and/or borrowings from the Money Pool, (ii) to provide new money for
capitalizable expenditures and/or to reimburse the treasury therefor, and
(iii) for other corporate purposes relating to ordinary business operations,
including working capital and the financing of construction and property
acquisitions.
<PAGE>
      The Financial Statements 3(a) through 3(h), Sources and Applications of
Funds and Capitalization, show the expected short-term borrowing requirements
for the Borrowing Companies through December 31, 1997.  In addition to the
expected short-term borrowing requirements shown in the Sources and
Applications of Funds and Capitalization, NEET, Mass. Hydro, and NH Hydro are
special purpose companies formed to own and operate the electric transmission
interconnection with Hydro Quebec and may need additional short-term borrowing
authority so that they may act quickly in response to unexpected emergencies
such as catastrophic damage to the transmission facilities.  Therefore, NEET,
Mass. Hydro and NH Hydro request continued authorization to borrow amounts not
exceeding $10 million, $25 million and $25 million, respectively, to be
outstanding at any one time.

      NEPSCO proposes to increase its current authorization of $12 million to
$25 million.  This increase is necessary to provide flexibility in the
issuance of short-term debt which will become necessary when NEPSCO expends
its existing cash surplus to fund heretofore unfunded long-term employee
retirement benefits.  NEPSCO's short term borrowing reached a maximum level of
$11,125,000 in 1994 and $10,950,000 in 1995.  As a result of such funding and
based on past seasonal borrowing needs of NEPSCO, it is anticipated that
NEPSCO could experience short-term borrowing in the $25 million range after
such funding.

      Neither NEES nor any subsidiary has an ownership interest in an exempt
wholesale generator ("EWG") or foreign utility company ("FUCO") as defined in
Sections 32 and 33 of the Act.  Additionally, neither New England Electric
System nor any subsidiary is a party to, or has any rights under, a service,
sales, or construction agreement with an EWG or a FUCO.  Although neither New
England Electric System nor any subsidiary has any current intention to secure
an ownership interest in an EWG or FUCO, NEES and NEP wish to retain the
flexibility to invest up to a total of $100 million in one or more EWGs or
FUCOs, subject to such further Commission rules and regulations and approvals
as may then be required.

      As shown by the balance sheets of NEES and NEP (Financial Statements No.
1), NEES and NEP had $784,549,000 and $368,443,000 in retained earnings,
respectively, at June 30, 1995.  Fifty percent of said amounts are
$392,275,000 and $184,222,000, respectively.  Excluding the amount of the
maximum investment, the retained earnings would be $684,549,000 and
$268,443,000, respectively.

Borrowings from the Money Pool
------------------------------

      The Borrowing Companies propose to reduce their need for outside
borrowing through the continued use of the Money Pool.  Under the Money Pool,
surplus funds that may be available from day to day in the treasuries of the
Participating Companies are used to make loans to the Borrowing Companies in
need of short-term funds.  The rate will be 108% of the monthly average of the
rate for high grade 30-day commercial paper sold through dealers by major
corporations as published in the "Wall Street Journal".  Although there are no
stated maturities, the loans made by the Money Pool are payable on demand, and
may be prepaid by the borrower without penalty.  Borrowings may, but need not
be, evidenced by notes.  Borrowings will be available first to the wholly
owned subsidiaries of NEES (The Group I Borrowers).  Thereafter, if the Money
Pool still has additional funds, these will be available to the non-wholly
owned subsidiaries of NEES (The Group II Borrowers) before external
investments are made.  All funds borrowed by the Group II Borrowers will be
used for their own internal financing and will not be loaned to stockholders. 
Each member determines each day, on the basis of cash flow projections, the
amount of surplus funds it has available for contribution to the Money Pool. 
The surplus funds are transferred to an account of NEPSCO, which administers
and maintains as agent the Money Pool for the member companies.  The current
terms of the Money Pool (authorized in Commission's File No. 70-7765) are
shown in Exhibit G.
<PAGE>
Borrowings from Banks
---------------------

      The proposed borrowings by the Borrowing Companies from banks will be
evidenced by notes maturing in less than one year from the date of issuance. 
The Borrowing Companies will negotiate with the banks the interest costs of
such borrowings.  The Borrowing Companies pay fees to the banks in lieu of
compensating balance arrangements.  The effective interest cost of borrowings
from a bank will not exceed the greater of the bank's base or prime lending
rate, or the rate published in the "Wall Street Journal" as the high federal
funds rate, plus, in either case, one percent.  Based on the current base
lending rate of 8.75% and an equivalent or lower high federal funds rate, the
effective interest costs of such a borrowing today would not exceed 9.75% per
annum.

      Certain of such borrowings may be without prepayment privileges. 
Payment of any short-term promissory notes prior to maturity will be made on
the basis most favorable to the Borrowing Companies, taking into account fixed
maturities, interest rates, and any other relevant financial considerations.

      The Borrowing Companies have made arrangements with certain banks for
lines of credit, for various purposes, including support of commercial paper.

Sale of Commercial Paper to Dealers
-----------------------------------

      Mass. Electric, Narragansett, and NEP propose to issue and sell
commercial paper directly to one or more nationally recognized commercial
paper dealers (CP Dealer).  Initially the CP Dealer will be CS First Boston
Corporation and/or Merrill Lynch Money Markets Incorporated, but this may
change as warranted.

      The commercial paper so issued and sold will satisfy the requirements of
Section 3(a)(3) of the Securities Act of 1933 and be in the form of unsecured
promissory notes having varying maturities of not in excess of 270 days. 
Actual maturities will be determined by market conditions, the effective
interest cost to the issuer, and the issuer's cash requirements at the time of
issuance.  The commercial paper will be in denominations of not less than
$50,000.  The terms of the commercial paper will not provide for prepayment
prior to maturity.  The commercial paper will be purchased by the CP Dealer
from the issuer at a discount which will not be in excess of the discount then
prevailing for commercial paper of comparable quality and maturity which is
sold by public utility issuers to commercial paper dealers.  The CP Dealer
will initially reoffer the commercial paper at a discount rate not more than
1/8 of 1% per annum less than the prevailing discount rate to the issuer.

      The effective interest cost to the issuer of commercial paper will
generally not exceed the effective interest cost of the base lending rate at
The First National Bank of Boston.  However, the effective interest cost of
such paper is based on the supply of, and demand for, that and similar paper
at the time of sale.  Specifically, on several previous occasions short-term
money markets have become very volatile during brief periods of extraordinary
demand, and the interest costs of commercial paper have exceeded bank base
rates.  Bank borrowing agreements, under which the Borrowing Companies must
borrow as an alternative to selling commercial paper, generally provide that
the interest rate of such borrowings shall be the then current money market
rate.  Although under the described circumstances the interest cost of
commercial paper may exceed the bank base rate, it may still be less than the
alternative money market rates at which the Borrowing Companies would
otherwise then be forced to borrow.  Likewise, the Borrowing Companies may be
able to negotiate a shorter borrowing period in the commercial paper market
than from banks.  Because such volatile market conditions usually exist for
brief periods, it is not anticipated that any sale of commercial paper with
interest costs in excess of bank base rates would have a significant marginal
impact on the annual interest cost of the Borrowing Companies.  Therefore,
while it is not anticipated that the effective annual cost of borrowing
<PAGE>
through commercial paper will exceed the annual base rate borrowing from the
First National Bank of Boston, in order to obtain maximum flexibility during
the periods described above, commercial paper may be issued with a maturity of
not more than 90 days with an effective cost in excess of the then-existing
lending rate.

      Mass. Electric, Narragansett, and NEP will issue commercial paper or
borrow from banks if there are not sufficient surplus funds available from the
Money Pool to meet their needs.  The decision to borrow from banks or issue
commercial paper will be based on the cost of such funds and their
availability for the anticipated borrowing period.

Filing of Certificates of Notification
--------------------------------------

      Within 45 days after the end of each calendar quarter, the Participating
Companies will file a certificate of notification covering the transactions
effected pursuant to the authority requested herein during such quarter.  Such
certificate will show the names of the borrowers, and for each borrower, the
dates and amounts of all new money borrowings, whether by issuance of notes to
banks, or by sale of commercial paper (including money borrowed from banks to
pay the Money Pool or CP Dealers, or borrowed from the Money Pool to pay banks
or CP Dealers, or borrowed by sale of commercial paper to pay the Money Pool
or banks), the names of the lenders, the maximum concurrent amount of notes
outstanding to banks, the Money Pool and CP Dealers, the aggregate total
outstanding at any one time, and the aggregate total outstanding at the end of
such quarter.  Each certificate will include, with respect to the issue and
sale of commercial paper, the effective interest cost for such promissory note
issued as commercial paper.  In addition, such certificate shall include a
statement of whether any of the funds borrowed under this Order were paid by a
subsidiary company to NEES through dividends for the purpose of NEES acquiring
an interest in an exempt wholesale generator or foreign utility company.  The
amount of such dividend payment must be given.  The final certificate of
notification will be accompanied by the required past tense opinion of
counsel.


Item 2.  Fees, Commissions and Expenses
---------------------------------------

       Based upon the existing lines of credit at June 30, 1995, the
annualized cost of the fees to banks described in "Borrowings from Banks",
above, would be $479,000.  If the same lines were maintained over the two year
requested authority, the total of these fees would be $958,000.  There are no
other fees or commissions, other than filing fees, to be paid in connection
with the proposed transactions;  incidental services will be performed by
NEPSCO at the actual cost thereof.  NEPSCO is an affiliated service company
operating pursuant to Section 13 of the Act and the Commission's rules
thereunder.  The cost of such services is estimated not to exceed $550 for
each of the parties to this Application/Declaration or an aggregate of
approximately $6,000, of which it is estimated $1,000 will be incurred by the
Executive and Administrative Department, $2,500 by the Corporate Department
(including attorneys), and $2,500 by the Treasury Department (including
accountants).  The only other expense to be borne by each of the companies is
their pro rata share of the $2,000 filing fee under the Act.  Based on the
foregoing assumptions, the total fees, commissions, and expenses will be
$966,000.


Item 3.  Applicable Statutory Provisions
----------------------------------------

(1)    The issuance of notes by the Borrowing Companies to banks:  Sections
       6(a) and 7 of the Act.

(2)    The issue and sale of notes by Mass. Electric, Narragansett, and NEP
       to CP Dealers:  Section 6(a) and 7 of the Act.
<PAGE>
(3)    Borrowings from the Money Pool:  Sections 6(a), 7, 9(a), 10, and 12 of
       the Act and Rules 43 and 45.  

(4)    Loans to the Money Pool:  Section 9(a), 10, and 12 of the Act; and
       exempted from Rule 45(a) by subparagraph (b) (1) thereof.

(5)    Investments by the Money Pool:  Section 9(a), 10, and 12 of the Act.

(6)    The payment of indebtedness is exempted from Sections 9(a) and 12 and
       Rule 42(a) by subparagraph (b)(2) of the Rule.


Item 4.  Regulatory Approval
----------------------------

       The New Hampshire Public Utilities Commission (NHPUC) has jurisdiction
over the proposed issuance of short-term promissory notes by Granite, NEP,
NEET, and NH Hydro.  The NHPUC has authorized Granite, NEP, NEET, and NH Hydro
to incur short-term indebtedness in amounts not exceeding $10 million, $375
million, $10 million and $25 million outstanding at any one time,
respectively.  

       The Massachusetts Department of Public Utilities (MDPU) has
jurisdiction over the lending of funds by Mass. Electric, Mass. Hydro, and
NEP.  Mass. Electric, Mass. Hydro, and NEP have been authorized by the MDPU to
participate in the Money Pool on its current terms.

       No other state or Federal commission (other than the Securities and
Exchange Commission) has jurisdiction over the proposed transactions.

Item 5.  Procedure
------------------

       It is requested that the Commission take action with respect to this
Application/Declaration without a hearing being held and that an order
allowing this Application/Declaration to become effective on October 22, 1995,
or as soon as practicable.

       The companies (i) do not request a recommended decision by an
administrative law judge, (ii) do not request a recommended decision by any
other responsible officer of the Commission, (iii) hereby specify that the
Division of Investment Management may assist in the preparation of the
Commission's decision, and (iv) hereby request that there be no 30-day waiting
period between the date of issuance of the Commission's Order and the date on
which it is to become effective.


Item 6.  Exhibits and Financial Statements
------------------------------------------

(a)    Exhibits

D-1(a) Petition of Mass. Electric, Mass. Hydro, and NEP to the    
       Massachusetts Department of Public Utilities.

       Incorporated herein by reference to Exhibit D-1(a) (2)
       (File No. 70-7765).

D-1(b) Petition of Granite to the New Hampshire Public                   
       Utilities Commission

       Incorporated herein by reference to Exhibit D-1(b) (1)            
       (File No. 70-7535).
<PAGE>
D-1(c) Petition of NEP to the New Hampshire Public Utilities             
       Commission.

       Incorporated herein by reference to Exhibit D-1(c)(ii)            
       (File No. 70-8261).

D-1(d) Petition of NEET to the New Hampshire Public Utilities            
       Commission.

       Incorporated herein by reference to Exhibit D-1                   
       (File No. 70-7213).

D-1(e) Petition of NH Hydro to the New Hampshire Public                  
       Utilities Commission

       Incorporated herein by reference to Exhibit D-2(a)                
       (File No. 70-7821).

D-2(a) Certified copy of the order of the Massachusetts                  
       Department of Public Utilities with respect to Mass.              
       Electric, Mass. Hydro and NEP.

       Incorporated herein by reference to Exhibit D-2(a)(2)             
       (File No. 70-7765).

D-2(b) Certified copy of the order of the New Hampshire Public Utilities
       Commission with respect to Granite.

       Incorporated herein by reference to Exhibit D-2(b)(1)             
       (File No. 70-7535).

D-2(c) Certified copy of the order of the New Hampshire Public          
       Utilities Commission with respect to NEP.

       Incorporated herein by reference to Exhibit D-2(c)(ii)             
       (File No. 70-8261)

D-2(d) Certified copy of the order of the New Hampshire Public          
       Utilities Commission with respect to NEET.

       Incorporated herein by reference to Exhibit D-2                   
       (File No. 70-7213).

D-2(e) Certified copy of the order of the New Hampshire Public          
       Utilities Commission with respect to NH Hydro.

       Incorporated herein by reference to Exhibit D-2                   
       (File No. 70-7839).

*F     Opinion of Counsel.

G      Current Terms of the NEES Money Pool.

       Incorporated herein by reference to Exhibit G-1                   
       (File No. 70-7765).

H      Proposed Form of Notice

*To be supplied by amendment.

(b)    Financial Statements

1      Balance Sheets of NEES and of NEES and Subsidiaries Consolidated,
       Granite, Mass. Electric, Narragansett, NERC, NEET, NEEI, Mass. Hydro,
       NH Hydro, NEP, and NEPSCO as of June 30, 1995.
<PAGE>
       The proposed transactions will have no material effect on the Balance
       Sheets of NEES or of NEES and Subsidiaries Consolidated, Granite,
       Mass. Electric, Narragansett, NERC, NEET, NEEI, Mass. Hydro, NH Hydro,
       NEP, and NEPSCO; pro forma statements, therefore, are omitted.

2      Statements of Income and Retained Earnings of NEES and NEES and
       Subsidiaries Consolidated, Granite, Mass. Electric, Narragansett,
       NERC, NEET, NEEI, Mass. Hydro, NH Hydro, NEP,NEPSCO for the twelve
       months ended June 30, 1995 on an actual basis.

       Because the amount of short-term debt fluctuates widely during any
       period, it is not practicable to give the pro forma effect of the
       proposed transactions.

3      Estimated Sources and Applications of Funds and Capitalization for
       each of the Borrowing Companies:

       3(a)     Granite

       3(b)     Mass. Electric

       3(c)     Narragansett

       3(d)     NEET

       3(e)     NEP

       3(f)     Mass. Hydro

       3(g)     NH Hydro

       3(h)     NEPSCO

       Since the date of the Balance Sheets, there have been no material
changes which were not in the ordinary course of business.

Financial Data Schedules are being filed for each company.


Item 7.  Information as to Environmental Effects
------------------------------------------------

       The proposed transactions do not involve a major Federal action
significantly affecting the quality of the human environment.



<PAGE>
                                  SIGNATURES

       Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each undersigned company has duly caused this statement to be signed
on its behalf, as indicated, by the undersigned officers thereunto duly
authorized by each such company.

                         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


                         NARRAGANSETT ENERGY RESOURCES COMPANY
                         NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
                         NEW ENGLAND ENERGY INCORPORATED
                         NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
                         NEW ENGLAND HYDRO-TRANSMISSION CORPORATION

                             s/John G. Cochrane

                         By                                 
                            John G. Cochrane, Treasurer


                         GRANITE STATE ELECTRIC COMPANY

                             s/Marcy L. Reed

                         By                                     
                           Marcy L. Reed, Assistant Treasurer


                         THE NARRAGANSETT ELECTRIC COMPANY

                             s/John G. Cochrane

                         By                                     
                            John G. Cochrane, Assistant Treasurer


DATE: August 25, 1995

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
-----------      ---------------------------              --------------
D-1(a)           Petition of Mass. Electric,              Incorporated
                 Mass. Hydro. and NEP to the              by reference
                 Massachusetts Department of
                 Public Utilities.

D-1(b)           Petition of Granite to the               Incorporated
                 New Hampshire Public Utilities           by reference
                 Commission.

D-1(c)           Petition of NEP to the New               Incorporated
                 Hampshire Public Utilities               by reference
                 Commission

D-1(d)           Petition of NEET to the New              Incorporated
                 Hampshire Public Utilities               by reference
                 Commission

D-1(e)           Petition of NH Hydro to the              Incorporated
                 New Hampshire Public Utilities           by reference
                 Commission

D-2(a)           Certified copy of the order of           Incorporated
                 the Massachusetts Department of          by reference
                 Public Utilities with respect to
                 Mass. Electric, Mass. Hydro and NEP

D-2(b)           Certified copy of the order of           Incorporated
                 the New Hampshire Public Utilities       by reference
                 Commission with respect to Granite

D-2(c)           Certified copy of the order of           Incorporated
                 the New Hampshire Public Utilities       by reference
                 Commission with respect to NEP

D-2(d)           Certified copy of the order of           Incorporated
                 the New Hampshire Public Utilities       by reference
                 Commission with respect to NEET

D-2(e)           Certified copy of the order of           Incorporated
                 the New Hampshire Public Utilities       by reference
                 Commission with respect to NH Hydro

F                Opinion of Counsel                       To be filed
                                                          by amendment         

G                Current Terms of the NEES Money          Incorporated
                 Pool                                     by reference

H                Proposed Form of Notice                  Filed herewith

<PAGE>
Financial
Statement No.            Description                           Page
-------------    ---------------------------------        ---------------

    1            Balance Sheets of NEES and of            Filed herewith
                 NEES and Subsidiaries Consolidated,
                 Granite, Mass. Electric, Narragansett,
                 NERC, NEET, NEEI, Mass. Hydro, NH Hydro,
                 NEP, and NEPSCO as of June 30, 1995.

    2            Statements of Income and Retained        Filed herewith
                 Earnings of NEES and NEES and
                 Subsidiaries Consolidated, Granite, 
                 Mass. Electric, Narragansett, NERC, 
                 NEET, NEEI, Mass. Hydro, NH Hydro, 
                 NEP, NEPSCO for the twelve months 
                 ended June 30, 1995 on an actual basis.

    3            Estimated Sources and Applications       Filed herewith
                 of Funds and Capitalization for each
                 of the Borrowing Companies:

                 3(a)     Granite

                 3(b)     Mass. Electric

                 3(c)     Narragansett

                 3(d)     NEET

                 3(e)     NEP

                 3(f)     Mass. Hydro

                 3(g)     NH Hydro

                 3(h)     NEPSCO

   27            Financial Data Schedule for NEES         Filed herewith
                 and NEES and Subsidiaries Consolidated,
                 Granite, Mass. Electric, Narragansett,
                 NERC, NEET, NEEI, Mass. Hydro, NH Hydro,
                 NEP, and NEPSCO



<PAGE>
                                                           Exhibit H

PROPOSED FORM OF NOTICE



     New England Electric System ("NEES"), a registered holding company,
and ten of its subsidiaries, Granite State Electric Company ("Granite"),
Massachusetts Electric Company ("Mass. Electric"), The Narragansett
Electric Company ("Narragansett"), Narragansett Energy Resources Company
("NERC"), New England Electric Transmission Corporation ("NEET"), New
England Energy Incorporated ("NEEI"), New England Hydro-Transmission
Electric Company, Inc. ("Mass. Hydro"), New England Hydro Transmission
Corporation ("NH Hydro"), New England Power Company ("NEP") and New
England Power Service Company ("NEPSCO"), 25 Research Drive, Westborough,
Massachusetts 01582, have filed an application/declaration with this
Commission pursuant to Sections 6(a), 7, 9(a), 10, and 12 of the Public
Utility Holding Company Act of 1935 ("Act") and Rules 42, 43, and 45
thereunder.

     Granite, Mass. Electric, Narragansett, NEET, Mass. Hydro, NH Hydro,
NEP, and NEPSCO (the "Borrowing Companies") propose, through October 31,
1997, to borrow from NEES Money Pool and/or banks and, in the cases of
Mass. Electric, Narragansett, and NEP, to issue commercial paper, up to
the following maximum outstanding amounts:  Granite - $10,00,000; Mass.
Electric - $150,000,000; Narragansett - $100,000,000; NEET - $10,000,000;
Mass. Hydro - $25,000,000; NH Hydro - $25,000,000; NEP - $375,000,000; and
NEPSCO - $25,000,000.  The proceeds of the proposed borrowings are to be
used (i) to pay then outstanding notes initially issued to banks and/or
dealers in commercial paper and/or borrowings from the Money Pool, (ii) to
provide new money for capitalizable expenditures and/or to reimburse the
treasury therefor, and (iii) for other corporate purposes.

     The Borrowing Companies propose to reduce their need for outside
borrowing through the continued use of the NEES Money Pool.  Under the
Money Pool, surplus funds that may be available from day to day in the
treasuries of NEES and certain of the NEES subsidiaries are used to make
loans to subsidiaries in need of the short-term funds.  The rate will be
108% of the monthly average of the rate for high grade 30-day commercial
paper sold through dealers by major corporations as published in the Wall
Street Journal.

     The proposed borrowings by the Borrowing Companies from banks will be
evidenced by notes maturing in less than one year from the date of
issuance.  The Borrowing Companies will negotiate with the banks the
interest costs of such borrowings.  The Borrowing Companies pay fees to
the banks in lieu of compensating balance arrangements.  The effective
interest cost of borrowings from a bank will not exceed the greater of the
bank's base or prime lending rate, or the rate published in the Wall
Street Journal as the high federal funds rate, plus, in either case, one
percent.  Based on the current base lending rate of 8.75% and an
equivalent or lower high federal funds rate, the effective interest costs
of such borrowing today would not exceed 9.75% per annum.

     The commercial paper proposed to be issued and sold by Mass.
Electric, Narragansett, and NEP will be in the form of unsecured
promissory notes having varying maturities of not in excess of 270 days. 




<PAGE>

                          NEW ENGLAND ELECTRIC SYSTEM
                             (Parent Company Only)
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                ASSETS
                                ------

                                                            (In Thousands)

Investments:
  Common stocks of subsidiaries, at equity                    $1,521,928
  Notes of subsidiaries                                           55,885
  Other investments                                                2,326
                                                              ----------
        Total investments                                      1,580,139
                                                              ----------

Current assets:
  Cash                                                               111
  Temporary cash investments - subsidiary company                  5,850
  Interest and dividends receivable of subsidiaries               40,859
  Other current assets                                                41
                                                              ----------
        Total current assets                                      46,861
                                                              ----------
Deferred federal income taxes                                      2,241
                                                              ----------
                                                              $1,629,241
                                                              ==========

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------

Common share equity:
  Common shares, par value $1 per share:
    Authorized - 150,000,000 shares
    Issued     -  64,969,652 shares                           $   64,969
  Paid-in capital                                                736,567
  Retained earnings (including $564,569,000 of
    undistributed subsidiary earnings)                           784,549
                                                              ----------
        Total common share equity                              1,586,085
                                                              ----------


Current liabilities:
  Accounts payable (including $50,000 to subsidiaries)             1,159
  Other accrued expenses                                           1,622
  Dividends payable                                               34,341
                                                              ----------
        Total current liabilities                                 37,122
                                                              ----------
Deferred credits                                                   6,034
                                                              ----------
                                                              $1,629,241
                                                              ==========

<PAGE>
                 NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
                          Consolidated Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                             ASSETS
                             ------
                                                        (In Thousands)

Utility plant, at original cost                            $5,007,112
  Less accumulated provisions for depreciation and
  amortization                                              1,672,143
                                                           ----------
                                                            3,334,969
Net investment in Seabrook 1 under rate settlement             22,814
Construction work in progress                                 450,375
                                                           ----------
       Net utility plant                                    3,808,158
                                                           ----------
Oil and gas properties, at full cost                        1,257,126
  Less accumulated provision for amortization               1,001,275
                                                           ----------
       Net oil and gas properties                             255,851
                                                           ----------
Investments:
  Nuclear power companies, at equity                           46,669
  Other subsidiaries, at equity                                41,070
  Other investments, at cost                                   53,476
                                                           ----------
       Total investments                                      141,215
                                                           ----------
Current assets:
  Cash                                                          4,103
  Accounts receivable, less reserves of $17,716,000           258,587
  Unbilled revenues                                            46,900
  Fuel, materials, and supplies, at average cost              107,734
  Prepaid and other current assets                             77,649
                                                            ---------
       Total current assets                                   494,973
                                                            ---------
Accrued Yankee Atomic costs                                   107,769
Deferred charges and other assets                             319,251
                                                            ---------
                                                           $5,127,217
                                                           ==========
                      CAPITALIZATION AND LIABILITIES
                      ------------------------------
Capitalization:
  Common share equity:
    Common shares, par value $1 per share:
       Authorized - 150,000,000 shares
       Outstanding - 64,969,652 shares                     $   64,970
  Paid-in capital                                             736,823
  Retained earnings                                           784,549
                                                           ----------
                                                            1,586,342
  Less 44,448 shares of treasury stock, at cost                 1,490
                                                           ----------
         Total common share equity                          1,584,852

  Minority interests in consolidated subsidiaries              52,357
  Cumulative preferred stock of subsidiaries                  147,016
  Long-term debt                                            1,630,248
                                                           ----------
       Total capitalization                                 3,414,473
                                                           ----------
Current liabilities:
  Long-term debt due within one year                           32,520
  Short-term debt                                             226,180
  Accounts payable                                            130,665
  Accrued taxes                                                13,118
  Accrued interest                                             28,453
  Dividends payable                                            38,435
  Other current liabilities                                    95,525
                                                           ----------
       Total current liabilities                              564,896
                                                           ----------

Deferred federal and state income taxes                       749,811
Unamortized investment tax credits                             93,583
Accrued Yankee Atomic costs                                   107,769
Other reserves and deferred credits                           196,685
                                                           ----------
                                                           $5,127,217
                                                           ==========
<PAGE>
                        GRANITE STATE ELECTRIC COMPANY
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                            ASSETS
                            ------
                                                       (In Thousands)

Utility plant, at original cost                             $61,999
  Less accumulated provisions for depreciation               16,373
                                                            -------
                                                             45,626
Construction work in progress                                   911
                                                            -------
    Net utility plant                                        46,537
                                                            -------
Current assets:
  Cash and temporary cash investments                           135
  Accounts receivable:
    From sales of electric energy                             5,478
    Other (including $113,000 from affiliates)                  380
      Less reserves for doubtful accounts                       285
                                                            -------
                                                              5,573
  Materials and supplies, at average cost                       383
  Prepaid and other current assets                              346
                                                            -------
      Total current assets                                    6,437
                                                            -------
Deferred charges and other assets                             2,467
                                                            -------
                                                            $55,441
                                                            =======

                    CAPITALIZATION AND LIABILITIES
                    ------------------------------
Capitalization:
  Common stock, par value $100 per share, authorized
    and outstanding 60,400 shares                           $ 6,040
  Other paid-in capital                                       4,000
  Retained earnings                                           8,430
                                                            -------
      Total common equity                                    18,470
  Long-term notes                                            11,000
                                                            -------
      Total capitalization                                   29,470
                                                            -------
Current liabilities:
  Long-term notes due within one year                         1,000
  Short-term debt to affiliates                               6,175
  Accounts payable (including $6,822,000 to affiliates)       7,294
  Other accrued expenses                                      4,181
  Customer deposits                                             678
  Dividends payable                                              60
                                                            -------
      Total current liabilities                              19,388
                                                            -------
Deferred federal income taxes                                 3,649
Unamortized investment tax credits                            1,056
Other reserves and deferred credits                           1,878
                                                            -------
                                                            $55,441
                                                            =======
<PAGE>
                        MASSACHUSETTS ELECTRIC COMPANY
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------
                                                              (In Thousands)

Utility plant, at original cost                                  $1,382,933
  Less accumulated provisions for depreciation                      387,618
                                                                 ----------
                                                                    995,315
Construction work in progress                                        23,396
                                                                 ----------
    Net utility plant                                             1,018,711
                                                                 ----------
Current assets:
  Cash                                                                1,171
  Accounts receivable:
    From sales of electric energy                                   155,239
    Other (including $1,065,000 from affiliates)                     10,142
      Less reserves for doubtful accounts                            11,991
                                                                 ----------
                                                                    153,390
  Unbilled revenues                                                  34,700
  Materials and supplies, at average cost                            11,273
  Prepaid and other current assets                                   21,572
                                                                 ----------
      Total current assets                                          222,106
                                                                 ----------
Deferred charges and other assets                                    58,167
                                                                 ----------
                                                                 $1,298,984
                                                                 ==========

                         CAPITALIZATION AND LIABILITIES
                         ------------------------------
Capitalization:
  Common stock, par value $25 per share, authorized
    and outstanding 2,398,111 shares                             $   59,953
  Premiums on capital stocks                                         45,862
  Other paid-in capital                                             141,309
  Retained earnings                                                 134,654
                                                                 ----------
      Total common equity                                           381,778
  Cumulative preferred stock                                         50,000
  Long-term debt                                                    333,327
                                                                 ----------
      Total capitalization                                          765,105
                                                                 ----------
Current liabilities:
  Long-term debt due within one year                                 10,000
  Short-term debt (including $2,700,000 to affiliates)               70,275
  Accounts payable (including $156,162,000 to affiliates)           164,553
  Accrued liabilities:
    Taxes                                                               922
    Interest                                                          9,052
    Other accrued expenses                                           30,975
  Customer deposits                                                   4,895
  Dividends payable                                                   3,177
                                                                 ----------
      Total current liabilities                                     293,849
                                                                 ----------
Deferred federal and state income taxes                             173,900
Unamortized investment tax credits                                   18,250
Other reserves and deferred credits                                  47,880
                                                                 ----------
                                                                 $1,298,984
                                                                 ==========
<PAGE>
                       THE NARRAGANSETT ELECTRIC COMPANY
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------
                                                           (In Thousands)

Utility plant, at original cost                               $640,456
  Less accumulated provisions for depreciation                 168,083
                                                              --------
                                                               472,373
Construction work in progress                                   44,472
                                                              --------
    Net utility plant                                          516,845
                                                              --------
Current assets:
  Cash                                                           1,106
  Accounts receivable:
    From sales of electric energy                               55,407
    Other (including $4,871,000 from affiliates)                13,063
      Less reserves for doubtful accounts                        5,440
                                                              --------
                                                                63,030
  Unbilled revenues                                             12,200
  Fuel, materials and supplies, at average cost                  6,448
  Prepaid and other current assets                              16,007
                                                              --------
      Total current assets                                      98,791
                                                              --------
Deferred charges and other assets                               57,204
                                                              --------
                                                              $672,840
                                                              ========

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------

Capitalization:
  Common stock, par value $50 per share,
    authorized and outstanding 1,132,487 shares               $ 56,624
  Premiums on preferred stocks                                     170
  Other paid-in capital                                         60,000
  Retained earnings                                             97,345
                                                              --------
      Total common equity                                      214,139
  Cumulative preferred stock                                    36,500
  Long-term debt                                               203,827
                                                              --------
      Total capitalization                                     454,466
                                                              --------
Current liabilities:
  Short-term debt (including $17,750,000 to affiliates)         27,850
  Accounts payable (including $44,518,000 to affiliates)        50,453

  Accrued liabilities:
    Taxes                                                          711
    Interest                                                     6,018
    Other accrued expenses                                      23,288
  Customer deposits                                              5,396
  Dividends payable                                              3,933
                                                              --------
      Total current liabilities                                117,649
                                                              --------
Deferred federal income taxes                                   73,509
Unamortized investment tax credits                               8,267
Other reserves and deferred credits                             18,949
                                                              --------
                                                              $672,840
                                                              ========
<PAGE>

                     NARRAGANSETT ENERGY RESOURCES COMPANY
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------

                                                             (In Thousands)

Equity investments                                               $37,210
                                                                 -------

Current assets:
  Cash                                                                12
  Temporary cash investments - affiliated companies                2,375
  Interest receivable (including $12,000 from affiliates)             13
  Prepayments                                                          8
                                                                 -------
      Total current assets                                         2,408
                                                                 -------
                                                                 $39,618
                                                                 =======

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------

Capitalization:
  Common stock and related premium, par value $1 per share,
    authorized 8,000 shares, outstanding 25 shares               $    25
  Other paid-in capital                                           33,140
  Retained earnings                                                  446
                                                                 -------
      Total common equity                                         33,611
                                                                 -------
  
Current liabilities:
  Accrued taxes                                                      142
  Dividends payable                                                1,250
                                                                 -------
      Total current liabilities                                    1,392
                                                                 -------
Deferred federal income taxes                                      1,512
Unamortized investment tax credits                                 2,017
Other deferred credits                                             1,086
                                                                 -------
                                                                 $39,618
                                                                 =======
<PAGE>

                 NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------
                                                        (In Thousands)

Utility plant, at original cost                              $91,168
  Less accumulated provisions for depreciation                40,377
                                                             -------
    Net utility plant                                         50,791
                                                             -------

Current assets:
  Cash and temporary cash investments with affiliates            250
  Accounts receivable from affiliates                              2
  Materials and supplies, at average cost                        153
  Other current assets                                            35
                                                             -------
      Total current assets                                       440
                                                             -------
Deferred charges and other assets                                444
                                                             -------
                                                             $51,675
                                                             =======

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------
Capitalization:
  Common stock and related premium, par value $5 per share
    Authorized  - 300 shares
    Outstanding - 150 shares                                 $   150
  Other paid-in capital                                        3,600
  Retained earnings                                              109
                                                             -------
      Total common equity                                      3,859
  Long-term debt                                              28,096
                                                             -------
      Total capitalization                                    31,955
                                                             -------
Current liabilities:
  Long-term debt due within one year                           4,324
  Accounts payable (including $486,000 to affiliates)            930
  Accrued taxes                                                  185
  Accrued interest                                               119
  Other accrued expenses                                          17
  Dividends payable                                              247
                                                             -------
      Total current liabilities                                5,822
                                                             -------
Deferred federal and state income taxes                        8,244
Unamortized investment tax credits                             4,403
Other reserves and deferred credits                            1,251
                                                             -------
                                                             $51,675
                                                             =======
<PAGE>
                        NEW ENGLAND ENERGY INCORPORATED
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------

                                                              (In Thousands)

Current assets:
  Cash                                                           $       31
  Temporary cash investments - affiliated companies                  12,875
  Accounts receivable from affiliates                                31,071
  Other current assets                                                  342
                                                                 ----------
      Total current assets                                           44,319
                                                                 ----------

Proved oil and gas properties, at full cost                       1,255,893
Unproved properties                                                   1,233
                                                                 ----------
                                                                  1,257,126
Less accumulated provision for amortization                       1,001,275
                                                                 ----------
      Net oil and gas properties                                    255,851
                                                                 ----------
                                                                 $  300,170
                                                                 ==========

                  LIABILITIES AND PARENT COMPANY'S INVESTMENT
                 --------------------------------------------

Current liabilities:
  Accounts payable (including $4,000 to affiliates)              $    5,306
  Accrued interest                                                    1,851
  Accrued taxes                                                       7,511
                                                                 ----------
      Total current liabilities                                      14,668
                                                                 ----------

Deferred income taxes                                                89,272
Other deferred credits                                                6,152
                                                                 ----------
      Total deferred credits                                         95,424
                                                                 ----------
Notes payable to banks under credit agreement                       193,000
                                                                 ----------

Parent company's investment:
  Common stock, par value $1 per share (authorized
   250,000 shares; outstanding 2,500 shares)                              2
  Paid-in capital                                                       248
  Accumulated deficit                                               (22,643)
  Subordinated notes payable to parent                               19,471
                                                                 ----------
      Total parent company's investment                              (2,922)
                                                                 ----------
                                                                 $  300,170
                                                                 ==========
<PAGE>

             NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------
                                                                (In Thousands)

Utility plant, at original cost                                     $221,842
  Less accumulated provision for depreciation                         39,506
                                                                    --------
        Net utility plant                                            182,336
                                                                    --------

Current assets:
  Cash, and temporary cash investments (including
    $3,725,000 with affiliated companies)                              3,730
  Accounts receivable (including $14,000 from affiliates)                198
  Materials and supplies, at average cost                              3,609
  Other current assets                                                   106
                                                                    --------
        Total current assets                                           7,643
                                                                    --------
Investment in New England Hydro Finance
 Company, Inc., at cost                                                    5
Deferred charges                                                       8,904
                                                                    --------
                                                                    $198,888
                                                                    ========

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------
Capitalization:
  Common stock and related premium, par value $1 per share,
    Authorized  - Class A - 13,705,000 shares,
                - Class B -    295,000 shares
    Outstanding - Class A -  3,737,972 shares,
                - Class B -    262,028 shares                       $ 40,000
  Other paid-in capital                                               16,384
  Retained earnings                                                    7,049
                                                                    --------
        Total common equity                                           63,433
  Long-term debt - affiliated company                                 95,010
                                                                    --------
        Total capitalization                                         158,443
                                                                    --------
Current liabilities:
  Long-term debt due in one year - affiliated company                  6,960
  Accounts payable (including $1,868,000 to affiliates)                1,913
  Accrued liabilities:
    Interest - affiliated company                                        388
    Taxes                                                                   
    Other accrued expenses                                               720
  Dividends payable                                                    4,000
                                                                    --------
        Total current liabilities                                     13,981
                                                                    --------

Deferred federal and state income taxes                               22,627
Unamortized investment tax credits                                     3,837
                                                                    --------
                                                                    $198,888
                                                                    ========
<PAGE>

                  NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)


                                    ASSETS
                                    ------
                                                              (In Thousands)

Utility plant, at original cost                                  $177,532
  Less accumulated provision for depreciation                      26,126
                                                                 --------
        Net utility plant                                         151,406
                                                                 --------

Current assets:
  Cash and temporary cash investments (including
    $2,375,000 with affiliated companies)                           2,502
  Accounts receivable (including $37,000 from affiliates)              51
  Materials and supplies, at average cost                             346
  Other current assets                                                 40
                                                                 --------
        Total current assets                                        2,939
                                                                 --------
Investment in New England Hydro Finance
 Company, Inc., at cost                                                 5
Deferred charges                                                    7,569
                                                                 --------
                                                                 $161,919
                                                                 ========

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------
Capitalization:
  Common stock and related premium, par value $5 per share
    Authorized  - Class A - 88,000 shares
                - Class B -  2,000 shares
    Outstanding - Class A - 21,493 shares
                - Class B -  1,507 shares                        $ 23,000
  Other paid-in capital                                            18,949
  Retained earnings                                                   247
                                                                 --------
        Total common equity                                        42,196
  Long-term debt - affiliated company                              58,760
                                                                 --------
        Total capitalization                                      100,956
                                                                 --------
Current liabilities:
  Long-term debt due in one year - affiliated company               4,560
  Accounts payable (including $2,952,000 to affiliates)             2,938
  Accrued liabilities:
    Interest - affiliated company                                     240
    Taxes                                                             638
    Other accrued expenses                                          1,436
  Dividends payable                                                 1,610
                                                                 --------
        Total current liabilities                                  11,422
                                                                 --------
Deferred federal and state income taxes                            17,071
Unamortized investment tax credits                                  2,081
Obligation under capital lease excluding current portion           30,389
                                                                 --------
                                                                 $161,919
                                                                 ========
<PAGE>
                           NEW ENGLAND POWER COMPANY
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------
                                                              (In Thousands)

Utility plant, at original cost                                  $2,556,429
  Less accumulated provisions for depreciation and
  amortization                                                    1,034,436
                                                                 ----------
                                                                  1,521,993
Net investment in Seabrook 1 under rate settlement                   22,814
Construction work in progress                                       381,589
                                                                 ----------
        Net utility plant                                         1,926,396
                                                                 ----------
Investments:
  Nuclear power companies, at equity                                 46,669
  Nonutility property and other investments, at cost                 23,194
                                                                 ----------
        Total investments                                            69,863
                                                                 ----------
Current assets:
  Cash                                                                1,093
  Accounts receivable, principally from sales of electric
  energy:
    Affiliated companies                                            210,838
    Others                                                           41,650
  Fuel, materials and supplies, at average cost                      85,659
  Prepaid and other current assets                                   31,002
                                                                 ----------
        Total current assets                                        370,242
                                                                 ----------
Accrued Yankee Atomic costs                                         107,769
Deferred charges and other assets                                   196,750
                                                                 ----------
                                                                 $2,671,020
                                                                 ==========

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------
Capitalization:
  Common stock, par value $20 per share,
    authorized and outstanding 6,449,896 shares                  $  128,998
  Premiums on capital stocks                                         86,829
  Other paid-in capital                                             288,000
  Retained earnings                                                 368,443
                                                                 ----------
        Total common equity                                         872,270
  Cumulative preferred stock, par value $100 per share               60,516
  Long-term debt                                                    735,325
                                                                 ----------
        Total capitalization                                      1,668,111
                                                                 ----------
Current liabilities:
  Long-term debt due in one year                                     10,000
  Short-term debt (including $17,375,000 to affiliates)             165,880
  Accounts payable (including $37,154,000 to affiliates)            138,793
  Accrued liabilities:
    Taxes                                                             2,744
    Interest                                                         10,930
    Other accrued expenses                                           10,700
  Dividends payable                                                  30,637
                                                                 ----------
        Total current liabilities                                   369,684
                                                                 ----------
Deferred federal and state income taxes                             376,340
Unamortized investment tax credits                                   58,064
Accrued Yankee Atomic costs                                         107,769
Other reserves and deferred credits                                  91,052
                                                                 ----------
                                                                 $2,671,020
                                                                 ==========
<PAGE>
                       NEW ENGLAND POWER SERVICE COMPANY
                                 Balance Sheet
                               At June 30, 1995
                                  (Unaudited)

                                    ASSETS
                                    ------

                                                        (In Thousands)

Property under capital leases                                $28,965

Other service company property                                   138
  Less accumulated provisions for depreciation                   138
                                                             -------
          Net service company property                             -
                                                             -------

Investments                                                   15,793

Current assets:
  Cash                                                           360
  Temporary cash investments                                  16,550
  Accounts receivable from associated companies                2,422
  Other accounts receivable                                    1,915
  Miscellaneous current and accrued assets                     8,094
                                                             -------
          Total current assets                                29,341
                                                             -------

Deferred federal income taxes                                  5,823
Miscellaneous deferred debits                                  1,927
                                                             -------
                                                             $81,849
                                                             =======

                        CAPITALIZATION AND LIABILITIES
                        ------------------------------

Capitalization:
  Common stock, par value $25 per share
   authorized 4,000 shares, outstanding 3 shares
  Miscellaneous paid-in capital                              $ 1,350
  Retained earnings                                               79
                                                             -------
          Total capitalization                                 1,429
                                                             -------
Current liabilities:
  Accounts payable                                             7,808
  Miscellaneous current and accrued liabilities               17,940
                                                             -------
          Total current liabilities                           25,748
                                                             -------
Accumulated deferred investment tax credits                       13
Other reserves and deferred credits                           54,659
                                                             -------
                                                             $81,849
                                                             =======


<PAGE>
                          NEW ENGLAND ELECTRIC SYSTEM
                             (Parent Company Only)
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                               (In Thousands)

Equity in earnings of subsidiaries                                 $ 180,978
Interest income - subsidiaries                                           456
                                                                   ---------
        Total income from subsidiaries                               181,434
Other income                                                             123
                                                                   ---------
        Total income                                                 181,557

Corporate and fiscal expenses (includes $1,833,000 for cost
  of services billed by an affiliated company)                         3,229
Federal income taxes                                                     342
                                                                   ---------
        Income before interest                                       177,986
Interest                                                                 224
                                                                   ---------

        Net income                                                 $ 177,762
                                                                   =========



                        Statement of Retained Earnings


Retained earnings at beginning of period                           $ 757,192
Net income                                                           177,762
Dividends declared on common shares                                 (150,405)
                                                                   ---------
Retained earnings at end of period                                 $ 784,549
                                                                   =========
<PAGE>

                 NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
                       Statement of Consolidated Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)


                                                            (In Thousands)

Operating revenue                                             $2,240,908
                                                              ----------

Operating expenses:
  Fuel for generation                                            212,605
  Purchased electric energy                                      559,903
  Other operation                                                500,030
  Maintenance                                                    164,546
  Depreciation and amortization                                  285,712
  Taxes, other than income                                       126,884
  Income taxes                                                   111,044
                                                              ----------
    Total operating expenses                                   1,960,724
                                                              ----------
    Operating income                                             280,184


Other income:
  Allowance for equity funds used during
    construction                                                  10,869
  Equity in income of generating companies                         9,826
  Other income (expense) - net                                    (1,849)
                                                              ----------
    Operating and other income                                   299,030
                                                              ----------

Interest
  Interest on long-term debt                                     101,411
  Other interest                                                  15,069
  Allowance for borrowed funds used during
    construction                                                 (11,574)
                                                              ----------
    Total interest                                               104,906
                                                              ----------
Income after interest                                            194,124

Preferred dividends of subsidiaries                                8,689
Minority interests                                                 7,673
                                                              ----------
    Net income                                                $  177,762
                                                              ==========


                        Statement of Retained Earnings

Retained earnings at beginning of period                       $ 757,192
Net income                                                       177,762
Dividends declared on common shares                             (150,405)
                                                               ---------
Retained earnings at end of period                             $ 784,549
                                                               =========
<PAGE>

                        GRANITE STATE ELECTRIC COMPANY
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                             (In Thousands)

Operating revenue                                                $64,580
                                                                 -------

Operating expenses:
  Purchased electric energy, principally from
   New England Power Company, an affiliate                        46,134
  Other operation                                                  9,618
  Maintenance                                                      1,790
  Depreciation                                                     2,018
  Taxes, other than federal income                                 1,743
  Federal income taxes                                               553
                                                                 -------
        Total operating expenses                                  61,856
                                                                 -------
        Operating income                                           2,724

Other income (expense) - net, including related taxes                (99)
                                                                 -------
        Operating and other income                                 2,625
                                                                 -------

Interest:
  Interest on long-term notes                                      1,241
  Other interest                                                     468
  Allowance for borrowed funds used during construction - 
  (credit)                                                           (18)
                                                                 -------
        Total interest                                             1,691
                                                                 -------

        Net income                                               $   934
                                                                 =======



                        Statement of Retained Earnings


Retained earnings at beginning of period                         $ 7,859
Net income                                                           934
Dividends declared on common stock                                  (363)
                                                                 -------
Retained earnings at end of period                               $ 8,430
                                                                 =======
<PAGE>
                        MASSACHUSETTS ELECTRIC COMPANY
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                          (In Thousands)

Operating revenue                                           $1,488,995
                                                            ----------

Operating expenses:
  Purchased electric energy, principally from
   New England Power Company, an affiliate                   1,097,275
  Other operation                                              212,679
  Maintenance                                                   35,203
  Depreciation                                                  44,055
  Taxes, other than income taxes                                28,826
  Income taxes                                                  15,945
                                                            ----------
        Total operating expenses                             1,433,983
                                                            ----------
        Operating income                                        55,012

Other income (expense) - net                                       (46)
                                                            ----------
        Operating and other income                              54,966
                                                            ----------

Interest:
  Interest on long-term debt                                    23,382
  Other interest                                                 7,382
  Allowance for borrowed funds used during
   construction - credit                                          (430)
                                                            ----------
        Total interest                                          30,334
                                                            ----------

        Net income                                          $   24,632
                                                            ==========



                        Statement of Retained Earnings


Retained earnings at beginning of period                    $  138,317
Net income                                                      24,632
Dividends declared on cumulative preferred stock                (3,114)
Dividends declared on common stock                             (25,181)
                                                            ----------
Retained earnings at end of period                          $  134,654
                                                            ==========
<PAGE>
                       THE NARRAGANSETT ELECTRIC COMPANY
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                        (In Thousands)

Operating revenue                                           $493,854
                                                            --------
Operating expenses:
  Purchased electric energy, principally from
   New England Power Company, an affiliate                   301,616
  Other operation                                             73,672
  Maintenance                                                 11,106
  Depreciation                                                26,496
  Taxes, other than federal income taxes                      36,265
  Federal income taxes                                         7,760
                                                            --------
        Total operating expenses                             456,915
                                                            --------
        Operating income                                      36,939

Other income:
  Allowance for equity funds used
   during construction                                           838
  Other income (expense) - net                                  (270)
                                                            --------
        Operating and other income                            37,507
                                                            --------

Interest:
  Interest on long-term debt                                  15,590
  Other interest                                               3,331
  Allowance for borrowed funds used during
   construction - credit                                      (1,526)
                                                            --------
        Total interest                                        17,395
                                                            --------

        Net income                                          $ 20,112
                                                            ========


                        Statement of Retained Earnings

Retained earnings at beginning of period                    $ 84,755
Net income                                                    20,112
Dividends declared on cumulative preferred stock              (2,143)
Dividends declared on common stock                            (5,379)
                                                            --------
Retained earnings at end of period                          $ 97,345
                                                            ========
<PAGE>
                     NARRAGANSETT ENERGY RESOURCES COMPANY
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                          (In Thousands)
Income:
  Equity in income of generating companies                    $ 7,233
  Other income (expenses) - net                                    85
                                                              -------
    Total income                                                7,318
                                                              -------
Expenses:
  Operation expenses                                               73
  Taxes, other than income                                         26
  Income taxes                                                  2,384
                                                              -------
    Total expenses                                              2,483
                                                              -------

    Net income                                                $ 4,835
                                                              =======



                        Statement of Retained Earnings


Retained earnings at beginning of period                      $   361
Net income                                                      4,835
Dividends declared on common stock                             (4,750)
                                                              -------
Retained earnings at end of period                            $   446
                                                              =======
<PAGE>

                 NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                         (In Thousands)

Operating revenue                                            $12,802
                                                             -------

Operating expenses:
  Operation                                                    2,428
  Maintenance                                                    272
  Depreciation and amortization                                4,687
  Taxes, other than income                                     1,068
  Income taxes                                                   199
                                                              ------
        Total operating expenses                               8,654
                                                              ------
        Operating income                                       4,148

Other income (expense) - net                                       8
                                                              ------
        Operating and other income                             4,156
                                                              ------

Interest:
  Interest on long-term debt                                   3,097
  Other interest                                                  22
                                                              ------
        Total interest                                         3,119
                                                              ------
        Net income                                            $1,037
                                                              ======



                        Statement of Retained Earnings


Retained earnings at beginning of period                      $  251
Net income                                                     1,037
Dividends declared on common stock                            (1,139)
Other charges                                                    (40)
                                                              ------
Retained earnings at end of period                            $  109
                                                              ======
<PAGE>
                        NEW ENGLAND ENERGY INCORPORATED
                Statement of Operations and Accumulated Deficit
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                            (In Thousands)

Operating revenue:
  Sales to non-affiliates:
     Oil                                                     $    5,519
     Gas                                                         27,101
  Accrued revenue due from an affiliate                          41,041
                                                             ----------
       Total operating revenue                                   73,661
                                                             ----------

Operating expenses:
  Amortization                                                   72,280
  Production costs                                                4,584
  Other expenses                                                    231
                                                             ----------
       Total operating expenses                                  77,095
                                                             ----------
       Operating loss                                            (3,434)

Other income (expense):
  Interest income                                                     4
  Interest expense                                               (2,357)
                                                             ----------
       Loss before income taxes                                  (5,787)

Income tax benefit                                                4,124
                                                             ----------
       Net loss                                                  (1,663)

Accumulated deficit at beginning of period                      (20,980)
                                                             ----------
Accumulated deficit at end of period                         $  (22,643)
                                                             ==========
<PAGE>

             NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)


                                                           (In Thousands)

Operating revenue                                              $42,601
                                                               -------

Operating expenses:
  Operation                                                      5,053
  Maintenance                                                      971
  Depreciation and amortization                                  8,728
  Taxes, other than income                                       2,508
  Income taxes                                                   6,126
                                                               -------
        Total operating expenses                                23,386
                                                               -------
        Operating income                                        19,215

Other income                                                        18
                                                               -------
        Operating and other income                              19,233
                                                               -------

Interest:
  Interest on long-term debt - affiliated company                9,655
  Other interest                                                   202
                                                               -------
        Total interest                                           9,857
                                                               -------
        Net income                                             $ 9,376
                                                               =======



                        Statement of Retained Earnings


Retained earnings at beginning of period                       $10,673
Net income                                                       9,376
Dividends declared on common stock                             (13,000)
                                                               -------
Retained earnings at end of period                             $ 7,049
                                                               =======
<PAGE>

                  NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)


                                                             (In Thousands)

Operating revenue                                                $35,363
                                                                 -------

Operating expenses:
  Operation                                                       10,255
  Maintenance                                                        306
  Depreciation                                                     5,868
  Taxes, other than income                                         3,013
  Income taxes                                                     3,871
                                                                 -------
        Total operating expenses                                  23,313
                                                                 -------
        Operating income                                          12,050

Other income                                                          97
                                                                 -------
        Operating and other income                                12,147
                                                                 -------

Interest:
  Interest on long-term debt - principally affiliated company      6,001
  Other interest                                                      44
                                                                 -------
        Total interest                                             6,045
                                                                 -------
        Net income                                               $ 6,102
                                                                 =======



                        Statement of Retained Earnings


Retained earnings at beginning of period                         $   355
Net income                                                         6,102
Dividends declared on common stock                                (6,210)
                                                                 -------
Retained earnings at end of period                               $   247
                                                                 =======
<PAGE>
                           NEW ENGLAND POWER COMPANY
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)

                                                           (In Thousands)

Operating revenue, principally from affiliates                $1,553,990
                                                              ----------
Operating expenses:
  Fuel for generation                                            253,868
  Purchased electric energy                                      559,375
  Other operation                                                208,358
  Maintenance                                                    115,170
  Depreciation and amortization                                  126,267
  Taxes, other than income taxes                                  54,398
  Income taxes                                                    81,555
                                                              ----------
        Total operating expenses                               1,398,991
                                                              ----------
        Operating income                                         154,999

Other income:
  Allowance for equity funds used during construction             10,033
  Equity in income of nuclear power companies                      4,976
  Other income (expense) - net                                     1,578
                                                              ----------
        Operating and other income                               171,586
                                                              ----------
Interest:
  Interest on long-term debt                                      43,222
  Other interest                                                   5,292
  Allowance for borrowed funds used during construction - 
  credit                                                          (9,601)
                                                              ----------
        Total interest                                            38,913
                                                              ----------

        Net income                                            $  132,673
                                                              ==========



                        Statement of Retained Earnings


Retained earnings at beginning of period                      $  374,651
Net income                                                       132,673
Dividends declared on cumulative preferred stock                  (3,433)
Dividends declared on common stock                              (135,448)
                                                              ----------
Retained earnings at end of period                            $  368,443
                                                              ==========
<PAGE>
                       NEW ENGLAND POWER SERVICE COMPANY
                              Statement of Income
                       Twelve Months Ended June 30, 1995
                                  (Unaudited)


                                                           (In Thousands)

Income:
    Services rendered to associated companies                  $227,192
    Services rendered to nonassociated companies                  2,109
    Interest income - associated companies                          620
                                                               --------
            Total income                                        229,921
                                                               --------

Expenses:
    Salaries and wages                                           92,664
    General and administrative expenses                         128,372
    Taxes, other than income taxes                                7,779
    Income taxes                                                   (361)
    Interest expense                                              1,309
                                                               --------
            Total expenses                                      229,763
                                                               --------

            Net income                                         $    158
                                                               ========



                        Statement of Retained Earnings


Retained earnings at beginning of period                       $     79
Net income                                                          158
Dividends declared on common stock                                 (158)
                                                               --------
Retained earnings at end of period                             $     79
                                                               ========


<PAGE>
                                            Financial Statement 3(a)

                        GRANITE STATE ELECTRIC COMPANY
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                Estimated
                             ---------------    ---------------------
                             1993    1994       1995     1996    1997
                             ----    ----       ----     ----    ----
Beginning STD/
  (Temporary Investment)      3.2      .3        2.5      2.8     3.9

Sources of Funds
----------------

   Internal Funds*            3.2     3.2        2.1      4.4     3.8

   External Funds:

   Long-Term Debt             5.0       -        5.0        -     5.0
   Common Equity                -       -        1.0        -       -
                             ----    ----       ----     ----    ----
   Total External             5.0       -        6.0        -     5.0
                             ----    ----       ----     ----    ----
   Total Sources              8.2     3.2        8.1      4.4     8.8

Application of Funds
--------------------

   Construction               3.9     4.0        5.0      4.5     4.5
   Retirement of Debt         1.4     1.4        3.4      1.0       -
                             ----    ----       ----     ----    ----
     Total Applications       5.3     5.4        8.4      5.5     4.5

Change in S.T. Debt/         ----    ----       ----     ----    ----
   (Temporary Investment)    (2.9)    2.2         .3      1.1    (4.3)

Ending S.T. Debt/
   (Temporary Investment)      .3     2.5        2.8      3.9     (.4)

Short-Term Debt High Point    4.0     2.5        6.0      8.0     1.0
Short-Term Debt High Point
   (without financing)          -       -       11.0     13.0    12.0

Capitalization @ 12/31
----------------------

Amount:

Short-Term Debt                .3     2.5        2.8      3.9    (0.4)
Long-Term Debt               15.8    14.4       16.0     15.0    20.0
Common Equity                17.3    18.0       20.2     21.6    23.1
                             ----    ----       ----     ----    ----
   Total                     33.4    34.9       39.0     40.5    42.7

Ratio:

Short-Term Debt                .9     7.2        7.2      9.6    (0.9)
Long-Term Debt               47.3    41.3       41.0     37.0    46.8
Common Equity                51.8    51.5       51.8     53.4    54.1
                            -----   -----      -----    -----   -----
                            100.0%  100.0%     100.0%   100.0%  100.0%

*Net of changes in working capital and other balance sheet items.

<PAGE>
                                            Financial Statement 3(b)

                        MASSACHUSETTS ELECTRIC COMPANY
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)

                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)       46       38        82        75        54

Sources of Funds
----------------

   Internal Funds*             38       14        57        81        78

   External Funds:

   Long-Term Debt             116       36        90        20        50
   Preferred Stock             35        -         -         -         -
   Common Equity               51        -         -        15        10
                            -----    -----     -----     -----     -----
   Total External             202       36        90        35        60
                            -----    -----     -----     -----     -----
   Total Sources              240       50       147       116       138

Application of Funds
--------------------

   Construction                80       94       105        95        95
   Retirement of Debt         117        -        35         -        30
   Redemption of Preferred
     Stock                     35        -         -         -         -
                            -----    -----     -----     -----     -----
     Total Applications       232       94       140        95       125

Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)      (8)      44        (7)      (21)      (13)

Ending S.T. Debt/
   (Temporary Investment)      38       82        75        54        41

Short-Term Debt High Point     78       82       107        77        59
Short-Term Debt High Point
   (without financing)          -        -       197       187       219

Capitalization @ 12/31
----------------------

Amount:

Long-Term Debt                266      302       357       377       397
Preferred Stock                50       50        50        50        50
Common Equity                 382      384       394       429       459
                            -----    -----     -----     -----     -----
   Total                      698      736       801       856       906

Ratio:

Long-Term Debt               38.1     41.0      44.6      44.0      43.8
Preferred Stock               7.2      6.8       6.2       5.8       5.5
Common Equity                54.7     52.2      49.2      50.2      50.7
                            -----    -----     -----     -----     -----
                            100.0%   100.0%    100.0%    100.0%    100.0%


*Net of changes in working capital and other balance sheet items.

<PAGE>
                                            Financial Statement 3(c)


                         NARRAGANSETT ELECTRIC COMPANY
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)        4       20        30        20        18

Sources of Funds
----------------

   Internal Funds*             25       35        20        32        36

   External Funds:

   Long-Term Debt              27       33        25        10        40
   Preferred Stock             20        -         -         -         -
   Common Equity                -       15        20        10        10
                            -----    -----     -----     -----     -----
   Total External              47       48        45        20        50
                            -----    -----     -----     -----     -----
   Total Sources               72       83        65        52        86

Application of Funds
--------------------

   Construction                63       93        55        50        40
   Retirement of Debt          15        -         -         -        33
   Redemption of Preferred
     Stock                     10        -         -         -         -
                            -----    -----     -----     -----     -----
     Total Applications        88       93        55        50        73

Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)      16       10       (10)       (2)      (13)

Ending S.T. Debt/
   (Temporary Investment)      20       30        20        18         5

Short-Term Debt High Point     24       38        39        35        10
Short-Term Debt High Point
   (without financing)          -        -        64        70        85

Capitalization @ 12/31
----------------------

Amount:

Long-Term Debt                157      190       215       225       232
Preferred Stock                37       37        37        37        37
Common Equity                 184      209       236       253       270
                            -----    -----     -----     -----     -----
   Total                      378      436       488       515       539

Ratio:

Long-Term Debt               41.5     43.6      44.1      43.7      43.0
Preferred Stock               9.8      8.5       7.6       7.2       6.9
Common Equity                48.7     47.9      48.3      49.1      50.1
                            -----    -----     -----     -----     -----
                            100.0%   100.0%    100.0%    100.0%    100.0%


*Net of changes in working capital and other balance sheet items.

<PAGE>
                                            Financial Statement 3(d)


                       NEW ENGLAND ELECTRIC TRANSMISSION
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)       .5       .6       (.3)        0       (.1)

Sources of Funds
----------------

   Internal Funds*            4.3      5.3       4.5       4.5       4.5

   External Funds:

   Long-Term Debt               -        -         -         -         -
   Common Equity              (.4)     (.4)      (.8)      (.4)      (.4)
                            -----    -----     -----     -----     -----
   Total External             (.4)     (.4)      (.8)      (.4)      (.4)
                            -----    -----     -----     -----     -----
   Total Sources              3.9      4.9       3.7       4.1       4.1

Application of Funds
--------------------

   Construction                 -        -         -         -         -
   Retirement of Debt         4.0      4.0       4.0       4.0       4.0
                            -----    -----     -----     -----     -----
     Total Applications       4.0      4.0       4.0       4.0       4.0

Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)      .1      (.9)       .3       (.1)      (.1)

Ending S.T. Debt/
   (Temporary Investment)      .6      (.3)        0       (.1)      (.2)

Short-Term Debt High Point    1.3      1.3       2.0       2.0       2.0

Capitalization @ 12/31
----------------------

Amount:

Long-Term Debt               39.4     35.4      31.4      27.4      23.4
Common Equity                 4.7      4.3       3.5       3.1       2.7
                            -----    -----     -----     -----     -----
   Total                     44.1     39.7      34.9      30.5      26.1

Ratio:

Long-Term Debt               89.3     89.2      90.0      89.8      89.7
Common Equity                10.7     10.8      10.0      10.2      10.3
                            -----    -----     -----     -----     -----
                            100.0%   100.0%    100.0%    100.0%    100.0%


*Net of changes in working capital and other balance sheet items.

<PAGE>
                                            Financial Statement 3(e)


                           NEW ENGLAND POWER COMPANY
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)       18       51       146       147       125

Sources of Funds
----------------

   Internal Funds*            149      106       109       147       128

   External Funds:

   Long-Term Debt             224       28        60         -         -
   Preferred Stock              -        -         -         -         -
   Common Equity                -        -         -         -         -
                            -----    -----     -----     -----     -----
   Total External             224       28        60         0         0
                            -----    -----     -----     -----     -----
   Total Sources              373      134       169       147       128

Application of Funds
--------------------

   Construction               157      229       160       115        80
   Retirement of Debt         224        -        10        10         3
   Redemption of Preferred
     Stock                     25        -         -         -         -
                            -----    -----     -----     -----     -----
     Total Applications       406      229       170       125        83

Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)      33       95         1       (22)      (45)

Ending S.T. Debt/
   (Temporary Investment)      51      146       147       125        80

Short-Term Debt High Point     85      146       206       175       112
Short-Term Debt High Point
   (without financing)          -        -       266       235       172

Capitalization @ 12/31
----------------------

Amount:

Long-Term Debt                670      698       748       738       735
Preferred Stock                61       61        61        61        61
Common Equity                 850      877       907       907       907
                            -----    -----     -----     -----     -----
   Total                    1,581    1,636     1,716     1,706     1,703

Ratio:

Long-Term Debt               42.4     42.7      43.6      43.3      43.2
Preferred Stock               3.8      3.7       3.6       3.6       3.6
Common Equity                53.8     53.6      52.8      53.1      53.2
                            -----    -----     -----     -----     -----
                            100.0%   100.0%    100.0%    100.0%    100.0%


*Net of changes in working capital and other balance sheet items.

<PAGE>
                                            Financial Statement 3(f)


                NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)      (10)     (14)       (4)       (1)       (1)

Sources of Funds
----------------

   Internal Funds*             12        9         4         7         8

   External Funds:

   Long-Term Debt               -        -         -         -         -
   Common Equity                -        -         -         -         -
                            -----    -----     -----     -----     -----
   Total External               -        -         -         -         -
                            -----    -----     -----     -----     -----
   Total Sources               12        9         4         7         8

Application of Funds
--------------------

   Construction                 1       12         -         -         -
   Retirement of Debt           7        7         7         7         7
   Return of Capital            -        -         -         -         1
                            -----    -----     -----     -----     -----
     Total Applications         8       19         7         7         8

Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)      (4)      10         3         0         0

Ending S.T. Debt/
   (Temporary Investment)     (14)      (4)       (1)       (1)       (1)

Short-Term Debt High Point      0       11       2.0       2.0       2.0

Capitalization @ 12/31
----------------------

Amount:

Long-Term Debt                112      105        98        91        84
Common Equity                  70       67        64        59        55
                            -----    -----     -----     -----     -----
   Total                      182      172       162       150       139

Ratio:

Long-Term Debt               61.5     61.0      60.5      60.7      60.4
Common Equity                38.5     39.0      39.5      39.3      39.6
                            -----    -----     -----     -----     -----
                            100.0%   100.0%    100.0%    100.0%    100.0%


*Net of changes in working capital and other balance sheet items.

<PAGE>
                                            Financial Statement 3(g)


                  NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)       (2)      (2)        1         0        (2)

Sources of Funds
----------------

   Internal Funds*              5        8         6         9         8

   External Funds:

   Long-Term Debt               -        -         -         -         -
   Common Equity                -        -         -         -         -
                            -----    -----     -----     -----     -----
   Total External               -        -         -         -         -
                            -----    -----     -----     -----     -----
   Total Sources                5        8         6         9         8

Application of Funds
--------------------

   Construction                 -        6         -         -         -
   Retirement of Debt           5        5         5         4         5
   Return of Capital            -        -         -         3         3
                            -----    -----     -----     -----     -----
     Total Applications         5       11         5         7         8

Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)       0        3        (1)       (2)        0

Ending S.T. Debt/
   (Temporary Investment)      (2)       1         0        (2)       (2)

Short-Term Debt High Point      1        1         2         2         2

Capitalization @ 12/31
----------------------

Amount:

Long-Term Debt                 70       65        60        56        51
Common Equity                  42       43        41        38        35
                            -----    -----     -----     -----     -----
   Total                      112      108       101        94        86

Ratio:

Long-Term Debt               62.5     60.2      59.4      59.6      59.3
Common Equity                37.5     39.8      40.6      40.4      40.7
                            -----    -----     -----     -----     -----
                            100.0%   100.0%    100.0%    100.0%    100.0%


*Net of changes in working capital and other balance sheet items.

<PAGE>


                                            Financial Statement 3(h)


                       NEW ENGLAND POWER SERVICE COMPANY
             SOURCES AND APPLICATIONS OF FUNDS AND CAPITALIZATION
                             (Millions of Dollars)


                                 Actual                 Estimated
                             -------------      ------------------------
                             1993     1994      1995      1996      1997
                             ----     ----      ----      ----      ----
Beginning STD/
  (Temporary Investment)       (5)     (12)        5         0         0


Sources of Funds
----------------

   Cash from Billings       198.3    220.6     246.0     242.0     254.0
   Common Equity                -        -      15.0         -         -


Application of Funds
--------------------

   Payment of Expenses
   and Salaries             191.3    237.6       256       242       254
   
Change in S.T. Debt/        -----    -----     -----     -----     -----
   (Temporary Investment)      (7)      17        (5)        -         -

Ending S.T. Debt/
   (Temporary Investment)     (12)       5         -         -         -

Short-Term Debt High Point     12       11        20        20        20

Capitalization @ 12/31
----------------------

Common Equity                 1.3      1.3      16.3      16.3      16.3




WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE NEW ENGLAND ELECTRIC
             SYSTEM (PARENT COMPANY), AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
             STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
<TOTAL-NET-UTILITY-PLANT>                             0
<OTHER-PROPERTY-AND-INVEST>                   1,580,139
<TOTAL-CURRENT-ASSETS>                           46,861
<TOTAL-DEFERRED-CHARGES>                          2,241
<OTHER-ASSETS>                                        0
<TOTAL-ASSETS>                                1,629,241
<COMMON>                                         64,969
<CAPITAL-SURPLUS-PAID-IN>                       736,567
<RETAINED-EARNINGS>                             784,549
<TOTAL-COMMON-STOCKHOLDERS-EQ>                1,586,085
                                 0
                                           0
<LONG-TERM-DEBT-NET>                                  0
<SHORT-TERM-NOTES>                                    0
<LONG-TERM-NOTES-PAYABLE>                             0
<COMMERCIAL-PAPER-OBLIGATIONS>                        0
<LONG-TERM-DEBT-CURRENT-PORT>                         0
                             0
<CAPITAL-LEASE-OBLIGATIONS>                           0
<LEASES-CURRENT>                                      0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                   43,156
<TOT-CAPITALIZATION-AND-LIAB>                 1,629,241
<GROSS-OPERATING-REVENUE>                             0
<INCOME-TAX-EXPENSE>                                342
<OTHER-OPERATING-EXPENSES>                        3,229
<TOTAL-OPERATING-EXPENSES>                        3,571
<OPERATING-INCOME-LOSS>                          (3,571)
<OTHER-INCOME-NET>                              181,557
<INCOME-BEFORE-INTEREST-EXPEN>                  177,986
<TOTAL-INTEREST-EXPENSE>                            224
<NET-INCOME>                                    177,762
                           0
<EARNINGS-AVAILABLE-FOR-COMM>                   177,762
<COMMON-STOCK-DIVIDENDS>                        150,405
<TOTAL-INTEREST-ON-BONDS>                             0
<CASH-FLOW-OPERATIONS>                          171,912
<EPS-PRIMARY>                                         0
<EPS-DILUTED>                                         0

        
<PAGE>
<ARTICLE>     UT
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE
              SHEET AND RELATED CONSOLIDATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
              ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
              STATEMENTS.
[/LEGEND]
<MULTIPLIER>  1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                     3,808,158
[OTHER-PROPERTY-AND-INVEST]                     397,066
[TOTAL-CURRENT-ASSETS]                          494,973
[TOTAL-DEFERRED-CHARGES]                        427,020  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                5,127,217
[COMMON]                                         64,970
[CAPITAL-SURPLUS-PAID-IN]                       736,823
[RETAINED-EARNINGS]                             784,549
[TOTAL-COMMON-STOCKHOLDERS-EQ]                1,584,852
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                     147,016  <F2>
[LONG-TERM-DEBT-NET]                          1,630,248
[SHORT-TERM-NOTES]                              226,180  <F3>
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                    32,520
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                1,504,911
[TOT-CAPITALIZATION-AND-LIAB]                 5,127,217
[GROSS-OPERATING-REVENUE]                     2,240,908
[INCOME-TAX-EXPENSE]                            111,044
[OTHER-OPERATING-EXPENSES]                    1,849,680
[TOTAL-OPERATING-EXPENSES]                    1,960,724
[OPERATING-INCOME-LOSS]                         280,184
[OTHER-INCOME-NET]                               18,846
[INCOME-BEFORE-INTEREST-EXPEN]                  299,030
[TOTAL-INTEREST-EXPENSE]                        104,906
[NET-INCOME]                                    177,762
[PREFERRED-STOCK-DIVIDENDS]                       8,689  <F2>
[EARNINGS-AVAILABLE-FOR-COMM]                   177,762
[COMMON-STOCK-DIVIDENDS]                        150,405
[TOTAL-INTEREST-ON-BONDS]                       101,411
[CASH-FLOW-OPERATIONS]                          355,062
[EPS-PRIMARY]                                     $2.74
[EPS-DILUTED]                                     $2.74
<FN>
<F1> Total deferred charges includes other assets and accrued Yankee Atomic costs.
<F2> Preferred stock reflects preferred stock of subsidiaries.  Preferred stock dividends reflect preferred
stock dividends of subsidiaries.
<F3> Short-term notes includes commercial paper obligations.
</FN>
        
<PAGE>
<ARTICLE>     UT
<LEGEND>      THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
              RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF GRANITE STATE ELECTRIC
              COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER>  1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                        46,537
[OTHER-PROPERTY-AND-INVEST]                           0
[TOTAL-CURRENT-ASSETS]                            6,437
[TOTAL-DEFERRED-CHARGES]                          2,467  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                   55,441
[COMMON]                                          6,040
[CAPITAL-SURPLUS-PAID-IN]                         4,000
[RETAINED-EARNINGS]                               8,430
[TOTAL-COMMON-STOCKHOLDERS-EQ]                   18,470
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                             11,000
[SHORT-TERM-NOTES]                                6,175
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                     1,000
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                   18,796
[TOT-CAPITALIZATION-AND-LIAB]                    55,441
[GROSS-OPERATING-REVENUE]                        64,580
[INCOME-TAX-EXPENSE]                                553
[OTHER-OPERATING-EXPENSES]                       61,303
[TOTAL-OPERATING-EXPENSES]                       61,856
[OPERATING-INCOME-LOSS]                           2,724
[OTHER-INCOME-NET]                                  (99)
[INCOME-BEFORE-INTEREST-EXPEN]                    2,625
[TOTAL-INTEREST-EXPENSE]                          1,691
[NET-INCOME]                                        934
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                       934
[COMMON-STOCK-DIVIDENDS]                            363
[TOTAL-INTEREST-ON-BONDS]                         1,241
[CASH-FLOW-OPERATIONS]                            1,332
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF MASSACHUSETTS ELECTRIC
             COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                     1,018,711
[OTHER-PROPERTY-AND-INVEST]                           0
[TOTAL-CURRENT-ASSETS]                          222,106
[TOTAL-DEFERRED-CHARGES]                         58,167  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                1,298,984
[COMMON]                                         59,953
[CAPITAL-SURPLUS-PAID-IN]                       187,171
[RETAINED-EARNINGS]                             134,654
[TOTAL-COMMON-STOCKHOLDERS-EQ]                  381,778
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                      50,000
[LONG-TERM-DEBT-NET]                            333,327
[SHORT-TERM-NOTES]                               70,275  <F2>
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                    10,000
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                  453,604
[TOT-CAPITALIZATION-AND-LIAB]                 1,298,984
[GROSS-OPERATING-REVENUE]                     1,488,995
[INCOME-TAX-EXPENSE]                             15,945
[OTHER-OPERATING-EXPENSES]                    1,418,038
[TOTAL-OPERATING-EXPENSES]                    1,433,983
[OPERATING-INCOME-LOSS]                          55,012
[OTHER-INCOME-NET]                                  (46)
[INCOME-BEFORE-INTEREST-EXPEN]                   54,966
[TOTAL-INTEREST-EXPENSE]                         30,334
[NET-INCOME]                                     24,632
[PREFERRED-STOCK-DIVIDENDS]                       3,114
[EARNINGS-AVAILABLE-FOR-COMM]                    21,518
[COMMON-STOCK-DIVIDENDS]                         25,181
[TOTAL-INTEREST-ON-BONDS]                        23,382
[CASH-FLOW-OPERATIONS]                           37,445
[EPS-PRIMARY]                                         0  <F3>
[EPS-DILUTED]                                         0  <F3>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Short-term notes includes commercial paper obligations and notes payable to associated companies.
<F3>  Per share data is not relevant because the Company's common stock is wholly owned by New England
      Electric System.
</FN>
        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE NARRAGANSETT ELECTRIC
             COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                       516,845
[OTHER-PROPERTY-AND-INVEST]                           0
[TOTAL-CURRENT-ASSETS]                           98,791
[TOTAL-DEFERRED-CHARGES]                         57,204  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                  672,840
[COMMON]                                         56,624
[CAPITAL-SURPLUS-PAID-IN]                        60,170
[RETAINED-EARNINGS]                              97,345
[TOTAL-COMMON-STOCKHOLDERS-EQ]                  214,139
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                      36,500
[LONG-TERM-DEBT-NET]                            203,827
[SHORT-TERM-NOTES]                               27,850  <F2>
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                         0
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                  190,524
[TOT-CAPITALIZATION-AND-LIAB]                   672,840
[GROSS-OPERATING-REVENUE]                       493,854
[INCOME-TAX-EXPENSE]                              7,760
[OTHER-OPERATING-EXPENSES]                      449,155
[TOTAL-OPERATING-EXPENSES]                      456,915
[OPERATING-INCOME-LOSS]                          36,939
[OTHER-INCOME-NET]                                  568
[INCOME-BEFORE-INTEREST-EXPEN]                   37,507
[TOTAL-INTEREST-EXPENSE]                         17,395
[NET-INCOME]                                     20,112
[PREFERRED-STOCK-DIVIDENDS]                       2,143
[EARNINGS-AVAILABLE-FOR-COMM]                    17,969
[COMMON-STOCK-DIVIDENDS]                          5,379
[TOTAL-INTEREST-ON-BONDS]                        15,590
[CASH-FLOW-OPERATIONS]                           39,175
[EPS-PRIMARY]                                         0  <F3>
[EPS-DILUTED]                                         0  <F3>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Short-term notes includes commercial paper obligations and notes payable to associated companies.
<F3>  Per share data is not relevant because the Company's common stock is wholly owned by New England
      Electric System.
</FN>
        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NARRAGANSETT ENERGY
             RESOURCES COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                             0
[OTHER-PROPERTY-AND-INVEST]                      37,210
[TOTAL-CURRENT-ASSETS]                            2,408
[TOTAL-DEFERRED-CHARGES]                              0
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                   39,618
[COMMON]                                             25
[CAPITAL-SURPLUS-PAID-IN]                        33,140
[RETAINED-EARNINGS]                                 446
[TOTAL-COMMON-STOCKHOLDERS-EQ]                   33,611
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                                  0
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                         0
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                    6,007
[TOT-CAPITALIZATION-AND-LIAB]                    39,618
[GROSS-OPERATING-REVENUE]                             0
[INCOME-TAX-EXPENSE]                                  0
[OTHER-OPERATING-EXPENSES]                           99
[TOTAL-OPERATING-EXPENSES]                           99
[OPERATING-INCOME-LOSS]                             (99)
[OTHER-INCOME-NET]                                4,934
[INCOME-BEFORE-INTEREST-EXPEN]                    4,835
[TOTAL-INTEREST-EXPENSE]                              0
[NET-INCOME]                                      4,835
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                     4,835
[COMMON-STOCK-DIVIDENDS]                          4,750
[TOTAL-INTEREST-ON-BONDS]                             0
[CASH-FLOW-OPERATIONS]                            4,314
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0

        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC
             TRANSMISSION CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
             STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                        50,791
[OTHER-PROPERTY-AND-INVEST]                           0
[TOTAL-CURRENT-ASSETS]                              440
[TOTAL-DEFERRED-CHARGES]                            444  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                   51,675
[COMMON]                                            150
[CAPITAL-SURPLUS-PAID-IN]                         3,600
[RETAINED-EARNINGS]                                 109
[TOTAL-COMMON-STOCKHOLDERS-EQ]                    3,859
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                             28,096
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                     4,324
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                   15,396
[TOT-CAPITALIZATION-AND-LIAB]                    51,675
[GROSS-OPERATING-REVENUE]                        12,802
[INCOME-TAX-EXPENSE]                                199
[OTHER-OPERATING-EXPENSES]                        8,455
[TOTAL-OPERATING-EXPENSES]                        8,654
[OPERATING-INCOME-LOSS]                           4,148
[OTHER-INCOME-NET]                                    8
[INCOME-BEFORE-INTEREST-EXPEN]                    4,156
[TOTAL-INTEREST-EXPENSE]                          3,119
[NET-INCOME]                                      1,037
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                     1,037
[COMMON-STOCK-DIVIDENDS]                          1,139
[TOTAL-INTEREST-ON-BONDS]                         3,097
[CASH-FLOW-OPERATIONS]                            7,328
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE NEW ENGLAND ENERGY
             INCORPORATED, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                             0
[OTHER-PROPERTY-AND-INVEST]                     255,851
[TOTAL-CURRENT-ASSETS]                           44,319
[TOTAL-DEFERRED-CHARGES]                              0
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                  300,170
[COMMON]                                              2
[CAPITAL-SURPLUS-PAID-IN]                           248
[RETAINED-EARNINGS]                             (22,643)
[TOTAL-COMMON-STOCKHOLDERS-EQ]                   (2,922)
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                            193,000
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                         0
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                  129,563
[TOT-CAPITALIZATION-AND-LIAB]                   300,170
[GROSS-OPERATING-REVENUE]                        73,661
[INCOME-TAX-EXPENSE]                             (4,124)
[OTHER-OPERATING-EXPENSES]                       77,095
[TOTAL-OPERATING-EXPENSES]                       72,971
[OPERATING-INCOME-LOSS]                             690
[OTHER-INCOME-NET]                                    4
[INCOME-BEFORE-INTEREST-EXPEN]                      694
[TOTAL-INTEREST-EXPENSE]                          2,357
[NET-INCOME]                                     (1,663)
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                         0
[COMMON-STOCK-DIVIDENDS]                              0
[TOTAL-INTEREST-ON-BONDS]                         2,357
[CASH-FLOW-OPERATIONS]                           71,256
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0

        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND HYDRO-
             TRANSMISSION ELECTRIC COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
             STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                       182,336
[OTHER-PROPERTY-AND-INVEST]                           5
[TOTAL-CURRENT-ASSETS]                            7,643
[TOTAL-DEFERRED-CHARGES]                          8,904
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                  198,888
[COMMON]                                         40,000
[CAPITAL-SURPLUS-PAID-IN]                        16,384
[RETAINED-EARNINGS]                               7,049
[TOTAL-COMMON-STOCKHOLDERS-EQ]                   63,433
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                             95,010
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                     6,960
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                   33,485
[TOT-CAPITALIZATION-AND-LIAB]                   198,888
[GROSS-OPERATING-REVENUE]                        42,601
[INCOME-TAX-EXPENSE]                              6,126
[OTHER-OPERATING-EXPENSES]                       17,260
[TOTAL-OPERATING-EXPENSES]                       23,386
[OPERATING-INCOME-LOSS]                          19,215
[OTHER-INCOME-NET]                                   18
[INCOME-BEFORE-INTEREST-EXPEN]                   19,233
[TOTAL-INTEREST-EXPENSE]                          9,857
[NET-INCOME]                                      9,376
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                     9,376
[COMMON-STOCK-DIVIDENDS]                         13,000
[TOTAL-INTEREST-ON-BONDS]                         9,655
[CASH-FLOW-OPERATIONS]                            6,311
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0

        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND ELECTRIC
             TRANSMISSION CORPORATION, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
             STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                        50,791
[OTHER-PROPERTY-AND-INVEST]                           0
[TOTAL-CURRENT-ASSETS]                              440
[TOTAL-DEFERRED-CHARGES]                            444  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                   51,675
[COMMON]                                            150
[CAPITAL-SURPLUS-PAID-IN]                         3,600
[RETAINED-EARNINGS]                                 109
[TOTAL-COMMON-STOCKHOLDERS-EQ]                    3,859
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                             28,096
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                     4,324
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                   15,396
[TOT-CAPITALIZATION-AND-LIAB]                    51,675
[GROSS-OPERATING-REVENUE]                        12,802
[INCOME-TAX-EXPENSE]                                199
[OTHER-OPERATING-EXPENSES]                        8,455
[TOTAL-OPERATING-EXPENSES]                        8,654
[OPERATING-INCOME-LOSS]                           4,148
[OTHER-INCOME-NET]                                    8
[INCOME-BEFORE-INTEREST-EXPEN]                    4,156
[TOTAL-INTEREST-EXPENSE]                          3,119
[NET-INCOME]                                      1,037
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                     1,037
[COMMON-STOCK-DIVIDENDS]                          1,139
[TOTAL-INTEREST-ON-BONDS]                         3,097
[CASH-FLOW-OPERATIONS]                            7,328
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF THE NEW ENGLAND POWER
             COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                     1,926,396
[OTHER-PROPERTY-AND-INVEST]                      69,863
[TOTAL-CURRENT-ASSETS]                          370,242
[TOTAL-DEFERRED-CHARGES]                        304,519  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                2,671,020
[COMMON]                                        128,998
[CAPITAL-SURPLUS-PAID-IN]                       374,829
[RETAINED-EARNINGS]                             368,443
[TOTAL-COMMON-STOCKHOLDERS-EQ]                  872,270
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                      60,516
[LONG-TERM-DEBT-NET]                            735,325
[SHORT-TERM-NOTES]                              165,880  <F2>
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                    10,000
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                  827,029
[TOT-CAPITALIZATION-AND-LIAB]                 2,671,020
[GROSS-OPERATING-REVENUE]                     1,553,990
[INCOME-TAX-EXPENSE]                             81,555
[OTHER-OPERATING-EXPENSES]                    1,317,436
[TOTAL-OPERATING-EXPENSES]                    1,398,991
[OPERATING-INCOME-LOSS]                         154,999
[OTHER-INCOME-NET]                               16,587
[INCOME-BEFORE-INTEREST-EXPEN]                  171,586
[TOTAL-INTEREST-EXPENSE]                         38,913
[NET-INCOME]                                    132,673
[PREFERRED-STOCK-DIVIDENDS]                       3,433
[EARNINGS-AVAILABLE-FOR-COMM]                   129,240
[COMMON-STOCK-DIVIDENDS]                        135,448
[TOTAL-INTEREST-ON-BONDS]                        43,222
[CASH-FLOW-OPERATIONS]                          180,175
[EPS-PRIMARY]                                         0  <F3>
[EPS-DILUTED]                                         0  <F3>
<FN>
<F1>  Total deferred charges includes other assets.
<F2>  Short-term notes includes commercial paper obligations and notes payable to associated companies.
<F3>  Per share data is not relevant because the Company's common stock is wholly owned by New England
      Electric System.
</FN>
        
<PAGE>
<ARTICLE>    UT
<LEGEND>     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND
             RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND POWER SERVICE
             COMPANY, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
[/LEGEND]
<MULTIPLIER> 1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1995
<PERIOD-END>                                JUN-30-1995
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                             0
[OTHER-PROPERTY-AND-INVEST]                      44,758
[TOTAL-CURRENT-ASSETS]                           29,341
[TOTAL-DEFERRED-CHARGES]                          7,750  <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                   81,849
[COMMON]                                              0
[CAPITAL-SURPLUS-PAID-IN]                         1,350
[RETAINED-EARNINGS]                                  79
[TOTAL-COMMON-STOCKHOLDERS-EQ]                    1,429
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                                  0
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                         0
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                   80,420
[TOT-CAPITALIZATION-AND-LIAB]                    81,849
[GROSS-OPERATING-REVENUE]                             0
[INCOME-TAX-EXPENSE]                                  0
[OTHER-OPERATING-EXPENSES]                            0
[TOTAL-OPERATING-EXPENSES]                            0
[OPERATING-INCOME-LOSS]                               0
[OTHER-INCOME-NET]                                  158
[INCOME-BEFORE-INTEREST-EXPEN]                      158
[TOTAL-INTEREST-EXPENSE]                              0
[NET-INCOME]                                        158
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                       158
[COMMON-STOCK-DIVIDENDS]                            158
[TOTAL-INTEREST-ON-BONDS]                             0
[CASH-FLOW-OPERATIONS]                           12,994
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
        



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