NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1996-11-27
ELECTRIC SERVICES
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<PAGE>
                                           File No. 70-8803
  
  
  
                 CERTIFICATE OF NOTIFICATION
                                
                          (Rule 24)
  
              SECURITIES AND EXCHANGE COMMISSION
                              BY
                  GRANITE STATE ENERGY, INC.
                               
                               
        In accordance with the order of the Securities and Exchange Commission
  dated May 23, 1996, the following is a report for the third quarter of
  1996:
  
  
  1.   Granite State Energy, Inc. (GS Energy), a New Hampshire Corporation
  was formed on April 22, 1996.  The corporation was capitalized on June
  21, 1996, when one thousand shares of GS Energy common stock were issued
  and sold to New England Electric System (NEES).
  
  
  2.   As of September 30, 1996 NEES had purchased 1,000 shares of GS
  Energy common stock and made subordinated loans totaling $155,000 to GS
  Energy.
  
  
  3.   As of September 30, 1996 GS Energy employed no permanent personnel
  and during the third quarter of 1996 there were no individuals assigned
  on a substantially full-time basis.
  
  
  4.   During the third quarter of 1996, GS Energy recorded an accrual for
  revenues associated with kilowatt hours sold but not yet billed. 
  Provided in Exhibit D is the detail to kilowatt hours sold by customer
  class.
  
  
  5.   Attached in Exhibits A through C are a balance sheet as of September
  30, 1996, income statement and statement of cash flow for the quarter
  ended September 30, 1996 and twelve months ended September 30, 1996.
  
  
     Pursuant to the requirements of the Public Utility Holding Company Act
  of 1935, the undersigned company has duly caused this certificate of
  notification (Commission's File No. 70-8803) to be signed on its behalf
  by the undersigned officer thereunto duly authorized.
  
  
  
  
                                  By: s/Howard W. McDowell
                                       _________________________
                                       Howard W. McDowell
                                       Treasurer
  
  Date: November 27, 1996
  
  
  

    <PAGE>
                          EXHIBIT INDEX



Exhibit No.         Description                        Page
- -----------         -----------                        ----

   A         Balance Sheet at September 30, 1996       Filed
             (Unaudited, subject to adjustment)        herewith


   B1        Statement of Income and Accumulated       Filed
             Deficit for the quarter ended             herewith
             September 30, 1996 (Unaudited,
             subject to adjustment)


   C1        Statement of Cash Flows for the           Filed
             quarter ended September 30, 1996          herewith
             (Unaudited, subject to adjustment)

   B2        Statement of Income and Accumulated Deficit    Filed
             For the Twelve Months ended September 30, 1996 herewith
             (Unaudited, Subject to Adjustment)

   C2        Statement of Cash Flows                   Filed
             For the Twelve Months ended September 30, 1996 herewith
             (Unaudited, Subject to Adjustment)

   D         Kilowatt Hours Sold                       Filed
             For the Twelve Months ended September 30, 1996 herewith
             (Unaudited, Subject to Adjustment)        



<PAGE>
                                             Exhibit A

GRANITE STATE ENERGY, INC.
Balance Sheet
As of September 30, 1996
(Unaudited, Subject to Adjustment)


ASSETS
- ------

  Current assets:
     Cash                                            $39,191
     Customer Accounts Receivable                     40,626
     Unbilled Revenue                                 63,000
     Tax Benefit Receivable                           53,644
                                                     -------
  Total Assets                                      $196,461
                                                     =======


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

Current liabilities:
  Accounts payable to associated companies          $140,086

Parent Company's Investment:
  Common stock, par value $1 per share                 1,000
  Subordinated notes payable to parent               155,000
  Accumulated Deficit                                (99,625)
                                                      -------
                                                       56,375
                                                      -------

Total Liabilities and Parent Company's Investment    $196,461
                                                      =======



<PAGE>
                                             Exhibit B1


GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Quarter ended September 30, 1996
(Unaudited, Subject to Adjustment)


INCOME

  Operating Revenue                                 $146,282
                                                    --------

EXPENSE

  Purchased Electric Energy                          154,158
  Other Operating Expenses                           145,228
  Federal Income Tax                                (53,586)
                                                   ---------
  Total Operating Expenses                           245,800
                                                    --------

Net Income/(Loss)                                   (99,518)

Accumulated Deficit at beginning of period             (107)
                                                    --------
Accumulated Deficit at end of period               $(99,625)
                                                    ========





<PAGE>
                                             Exhibit C1

GRANITE STATE ENERGY, INC.
Statement of Cash Flows
For the Quarter Ended September 30, 1996
(Unaudited, Subject to Adjustment)


Operating Activities:
  Net Income/(Loss)                                     ($99,518)

  Adjustments to reconcile net income/(loss) to net cash
  provided by operating activities:

     Increase in unbilled revenue                        (59,700)
     Increase in tax benefit receivable                  (53,586)
     Increase in accounts receivable                     (40,626)
     Increase in accounts payable                        136,621
                                                         -------
Net cash provided by operating activities               (116,809)


Financing Activities:
  Subordinated notes payable to parent-issues             155,000
                                                          -------

Net increase in cash and cash equivalents                  38,191


Cash and cash equivalents at beginning of period            1,000
                                                           ------
Cash and cash equivalents at end of period                $39,191
                                                           ======




<PAGE>
                                        Exhibit B2

GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Twelve Months ended September 30, 1996
(Unaudited, Subject to Adjustment)



INCOME              

  Operating Revenue                                      $149,582
                                                          -------

  
EXPENSE             
     Purchased Electric Energy                            157,623
  Other Operating Expenses                                145,228
  Federal Income Tax                                               (53,644)
                                                        ---------
                                                          249,207
                                                        ---------
Net Income/(Loss)                                        (99,625)

Retained Earnings at beginning of period                             0
                                                        ---------

Accumulated Deficit at end of period                    ($99,625)
                                                        =========



<PAGE>
                                                       Exhibit C2

GRANITE STATE ENERGY, INC.
Statement of Cash Flows
For the Twelve Months ended September 30, 1996
(Unaudited, Subject to Adjustment)


Operating Activities:
  Net Income/(Loss)                                     ($99,625)

  Adjustments to reconcile net income/(loss) to net cash
  provided by operating activities:

     Increase in unbilled revenue                        (63,000)
     Increase in tax benefit receivable                  (53,644)
     Increase in accounts receivable                     (40,626)
     Increase in accounts payable                        140,086
                                                        --------
Net cash provided by operating activities               (116,809)


Financing Activities:
  Issue of common stock                                     1,000
  Subordinated notes payable to parent-issues             155,000
                                                          -------

Net cash provided by financing activities                 156,000

Net increase in cash and cash equivalents                  39,191


Cash and cash equivalents at inception                          0
                                                          -------
Cash and cash equivalents at end of period                $39,191
                                                          =======






<PAGE>
                                                        Exhibit D

GRANITE STATE ENERGY, INC.
Kilowatt Hours Sold
For the Twelve Months ended September 30, 1996
(Unaudited, Subject to Adjustment)



CUSTOMER CLASS                                     KILOWATT HOURS




Residential                                             4,066,104
Commercial                                              1,836,475
                                                        ---------
Total                                                             5,902,579
                                                        =========



  





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