NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1997-05-29
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 first quarter of
  1997:
  
  
  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 March 31, 1997 NEES had purchased 1,000 shares of GS Energy
         common stock and made subordinated loans totaling $405,000 to GS
         Energy.
  
  
  3.     As of March 31, 1997 GS Energy employed no permanent personnel.
         However, during the first quarter of 1997, the following individual
         was assigned on a substantially full-time basis, to perform duties on
         behalf of GS Energy:
  
                        Rosemary Caredeo
  
         This person was an employee of Massachusetts Electric Company during
         the period covered by the filing.  The cost of service provided to GS
         Energy reflects compensation of the individuals assigned and the
         actual overhead costs of Massachusetts Electric Company.
  
  
  4.     During the first quarter of 1997, 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 March
         31, 1997, income statements and statements of cash flow for the
         quarter ended March 31, 1997 and twelve months ended March 31,
         1997.
  
         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:  May 29, 1997
  
  

    <PAGE>
                          EXHIBIT INDEX



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

   A         Balance Sheet at March 31, 1997           Filed
             (Unaudited, subject to adjustment)        herewith

   B1        Statement of Income and Accumulated       Filed
             Deficit for the quarter ended             herewith
             March 31, 1997 (Unaudited,
             subject to adjustment)

   C1        Statement of Cash Flows for the           Filed
             quarter ended March 31, 1997              herewith
             (Unaudited, subject to adjustment)

   B2        Statement of Income and Accumulated       Filed
             Deficit for the twelve months ended       herewith
             March 31, 1997 (Unaudited, subject to
             adjustment)

   C2        Statement of Cash Flows for the           Filed
             twelve months ended March 31, 1997        herewith
             (Unaudited, subject to adjustment)

   D         Kilowatt Hours Sold                       Filed
             For the Quarter Ended March 31, 1997      herewith
             (Unaudited, subject to adjustment)




<PAGE>
                                             Exhibit A

GRANITE STATE ENERGY, INC.
Balance Sheet (Thousands of Dollars)
As of March 31, 1997
(Unaudited, Subject to Adjustment)


ASSETS
- ------

  Current assets:
     Cash                                                 $108
     Accounts receivable from associated companies          53
     Customer accounts receivable                           55
     Unbilled revenue                                       19
     Prepaid taxes                                         121
                                                          ----
  Total assets                                            $356
                                                          ====


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

Current liabilities:
  Accounts payable to associated companies                $175

Parent company's investment:
  Common stock, par value $1 per share                       1
  Subordinated notes payable to parent                     405
  Accumulated deficit                                     (225)
                                                          ----
                                                           181
                                                          ----

Total liabilities and parent company's investment         $356
                                                          ====



<PAGE>
                                             Exhibit B1


GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Quarter ended March 31, 1997
(Unaudited, Subject to Adjustment)


INCOME

  Operating revenue                                    $ 134
                                                       -----

EXPENSE

  Purchased electric energy                              184
  Other operating expenses                                55
  Federal income tax                                     (37)
                                                       -----
  Total operating expenses                               202
                                                       -----

Net income/(loss)                                        (68)

Retained earnings at beginning of period                (157)
                                                       -----
Accumulated deficit at end of period                   $(225)
                                                       =====





<PAGE>
                                             Exhibit C1

GRANITE STATE ENERGY, INC.
Statement of Cash Flows (Thousands of Dollars)
For the Quarter Ended March 31, 1997
(Unaudited, Subject to Adjustment)


Operating activities:
  Net income/(loss)                                          $(68)

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

     Decrease in unbilled revenue                              44
     Increase in prepaid taxes                                (37)
     Increase in accounts payable                              96
                                                             ----
Net cash provided by operating activities                      35


Financing activities:
  Subordinated notes payable to parent-issues                  50
                                                             ----

Net increase in cash and cash equivalents                      85


Cash and cash equivalents at beginning of period               23
                                                             ----
Cash and cash equivalents at end of period                   $108
                                                             ====




<PAGE>
                                        Exhibit B2

GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Twelve Months ended March 31, 1997
(Unaudited, Subject to Adjustment)



INCOME              

  Operating revenue                                         $ 433
                                                            -----

  
EXPENSES            
     Purchased electric energy                                484
  Other operating expenses                                    295
  Federal income tax                                              (121)
                                                            -----
                                                              657
                                                            -----
Net income/(loss)                                            (225)

Retained earnings at beginning of period                             0
                                                            -----

Accumulated deficit at end of period                        $(225)
                                                            =====



<PAGE>
                                                       Exhibit C2

GRANITE STATE ENERGY, INC.
Statement of Cash Flows (Thousands of Dollars)
For the Twelve Months ended March 31, 1997
(Unaudited, Subject to Adjustment)


Operating activities:
  Net income/(loss)                                         $(225)

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

     Decrease in unbilled revenue                             (19)
     Increase in prepaid taxes                               (121)
     Increase in accounts receivable                         (108)
     Increase in accounts payable                             175
                                                            -----
Net cash provided by operating activities                    (298)
                                                            -----


Financing activities:
  Issue of common stock                                         1
  Subordinated notes payable to parent-issues                 405
                                                             ----

Net cash provided by financing activities                     406
                                                             ----

Net increase in cash and cash equivalents                     108


Cash and cash equivalents at inception                          0
                                                             ----
Cash and cash equivalents at end of period                   $108
                                                             ====




<PAGE>
                                                        Exhibit D

GRANITE STATE ENERGY, INC.
Kilowatt Hours Sold
For the Twelve Months ended March 31, 1997
(Unaudited, Subject to Adjustment)



CUSTOMER CLASS                                     KILOWATT HOURS




Residential                                             4,728,538
Commercial                                              3,203,254
                                                        ---------
Total                                                             7,931,792
                                                        =========



  





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