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File No. 70-8675
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CERTIFICATE OF NOTIFICATION
Pursuant to Rule 24(a) under the Public
Utility Holding Company Act of 1935
Filed by
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
MASSACHUSETTS ELECTRIC COMPANY
It is hereby certified that on February 12, 1997, New
England Power Company purchased certain generating facilities of
Nantucket Electric Company, effective January 1, 1997, as
described in Form U-1 and amendments thereto, File No. 70-8675,
and in the Order of the Securities and Exchange Commission with
respect thereto dated December 27, 1995 (HCAR No. 26439). All
such transactions have been carried out, in accordance with the
terms and conditions of and for the purpose represented in said
Form U-1 and the Order of the Commission.
The required "past tense" opinion of counsel is attached
hereto as Exhibit I.
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SIGNATURE
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Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, each of the undersigned companies has duly
caused this Certificate of Notification (Commission's File No.
70-8675) to be signed on its behalf by the undersigned officers
thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
MASSACHUSETTS ELECTRIC COMPANY
NEW ENGLAND POWER COMPANY
s/Michael E. Jesanis
By: _________________________
Michael E. Jesanis
Treasurer of each company
Date: February 24, 1997
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.
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EXHIBIT INDEX
Exhibit No. Description Page
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I Past Tense Opinion of Counsel Filed herewith
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EXHIBIT I
25 Research Drive, Westborough, Massachusetts 01582
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February 24, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: New England Electric System
New England Power Company
Massachusetts Electric Company
Commission File No. 70-8675
Dear Ladies and Gentlemen:
Form U-1 and amendments thereto filed in the above
proceeding were permitted to become effective by the Commission's
Order dated December 27, 1995. As counsel for the above named
companies, we have reviewed the following actions taken
subsequent to the filed opinions dated December 26, 1995,
December 28, 1995, April 9, 1996, July 25, 1996, and January 10,
1997 to carry out the following transaction:
On February 12, 1997, New England Power Company
assumed the existing lease for two generating
units previously leased by Nantucket Electric
Company, effective January 1, 1997.
We have reviewed the above mentioned opinions, which were
filed by amendment as Exhibits to the statement on Form U-1 in
the above proceeding, and we hereby confirm the various opinions
and statements contained therein. It is our opinion that:
(a) the foregoing transaction has been carried out in
accordance with the Application/Declaration;
(b) all State laws applicable to such transaction have
been complied with; and
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(c) the consummation of the transaction does not violate
the legal rights of the holders of any securities
issued by New England Electric System or any
associate company.
Very truly yours,
s/Robert King Wulff
Robert King Wulff
Corporation Counsel
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel
