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File No. 70-8921
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
AMENDMENT NO. 2
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
and
NEES ENERGY, INC.
(Name of companies filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
Michael E. Jesanis Kirk L. Ramsauer
Treasurer Associate General Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and address of agents for service)
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1. The tenth paragraph of Item 1 is hereby amended to read in its
entirety as follows:
"AllEnergy LLC may have opportunities to acquire businesses
to complement its business such as, without limitation,
engineering services providers and propane gas businesses, and
rather than acquire assets may prefer to acquire the securities
thereof, but will not acquire any securities, or any other
interest in a business, of third parties without the further
authorization of the Commission. The applicants request that the
Commission reserve jurisdiction over AllEnergy LLC's acquisition
of such securities or such interests in other businesses."
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 2 to their Application/Declaration on Form U-1
to be signed on their behalf, as indicated by the undersigned
officers thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
_______________________________________
Michael E. Jesanis, Treasurer
NEES ENERGY, INC.
s/John G. Cochrane
_______________________________________
John G. Cochrane, Treasurer
Dated: November 20, 1996
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 therefore.
