NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1997-03-03
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 fourth 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 December 31, 1996 NEES had purchased 1,000 shares of GS Energy
         common stock and made subordinated loans totaling $355,000 to GS
         Energy.
  
  
  3.     As of December 31, 1996 GS Energy employed no permanent personnel.
         However, during the fourth quarter of 1996, 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 fourth 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 December
         31, 1996, income statements and statements of cash flow for the
         quarter ended December 31, 1996 and twelve months ended December 31,
         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:  March 3, 1997
  
  

    <PAGE>
                          EXHIBIT INDEX



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

   A         Balance Sheet at December 31, 1996        Filed
             (Unaudited, subject to adjustment)        herewith

   B1        Statement of Income and Accumulated       Filed
             Deficit for the quarter ended             herewith
             December 31, 1996 (Unaudited,
             subject to adjustment)

   C1        Statement of Cash Flows for the           Filed
             quarter ended December 31, 1996           herewith
             (Unaudited, subject to adjustment)

   B2        Statement of Income and Accumulated       Filed
             Deficit for the twelve months ended       herewith
             December 31, 1996

   C2        Statement of Cash Flows for the           Filed
             twelve months ended December 31, 1996     herewith

   D         Kilowatt Hours Sold                       Filed
             For the Quarter Ended December 31, 1996   herewith
             (Unaudited, Subject to Adjustment)




<PAGE>
                                             Exhibit A

GRANITE STATE ENERGY, INC.
Balance Sheet
As of December 31, 1996
(Unaudited, Subject to Adjustment)


ASSETS
- ------

  Current assets:
     Cash                                              $23,049
     Accounts receivable from associated companies      53,340
     Customer accounts receivable                       54,599
     Unbilled revenue                                   63,000
     Tax benefit receivable                             84,300
                                                     ---------
  Total assets                                        $278,288
                                                     =========


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

Current liabilities:
  Accounts payable to associated companies             $78,778

Parent company's investment:
  Common stock, par value $1 per share                   1,000
  Subordinated notes payable to parent                 355,000
  Accumulated deficit                                 (156,490)
                                                    ----------
                                                       199,510
                                                    ----------

Total liabilities and parent company's investment     $278,288
                                                    ==========



<PAGE>
                                             Exhibit B1


GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Quarter ended December 31, 1996
(Unaudited, Subject to Adjustment)


INCOME

  Operating revenue                                 $149,014
                                                    --------

EXPENSE

  Purchased electric energy                          142,117
  Other operating expenses                            94,418
  Federal income tax                                 (30,656)
                                                   ---------
  Total operating expenses                           205,879
                                                   ---------

Net income/(loss)                                    (56,865)

Accumulated deficit at beginning of period           (99,625)
                                                   ---------
Accumulated deficit at end of period               $(156,490)
                                                   =========





<PAGE>
                                             Exhibit C1

GRANITE STATE ENERGY, INC.
Statement of Cash Flows
For the Quarter Ended December 31, 1996
(Unaudited, Subject to Adjustment)


Operating activities:
  Net income/(loss)                                      ($56,865)

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

     Increase in tax benefit receivable                   (30,656)
     Increase in accounts receivable                      (67,313)
     Increase in accounts payable                         (61,308)
                                                        ---------
Net cash provided by operating activities                (216,142)


Financing activities:
  Subordinated notes payable to parent-issues             200,000
                                                         --------

Net increase in cash and cash equivalents                 (16,142)


Cash and cash equivalents at beginning of period           39,191
                                                         --------
Cash and cash equivalents at end of period               $ 23,049
                                                         ========




<PAGE>
                                        Exhibit B2

GRANITE STATE ENERGY, INC.
Statement of Income and Accumulated Deficit
For the Twelve Months ended December 31, 1996
(Unaudited, Subject to Adjustment)



INCOME              

  Operating revenue                                      $298,596
                                                          -------

  
EXPENSES            
     Purchased electric energy                            299,740
  Other operating expenses                                239,646
  Federal income tax                                                (84,300)
                                                        ---------
                                                          455,086
                                                        ---------
Net income/(loss)                                        (156,490)

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

Accumulated deficit at end of period                    ($156,490)
                                                        =========



<PAGE>
                                                       Exhibit C2

GRANITE STATE ENERGY, INC.
Statement of Cash Flows
For the Twelve Months ended December 31, 1996
(Unaudited, Subject to Adjustment)


Operating activities:
  Net income/(loss)                                     ($156,490)

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

     Increase in unbilled revenue                         (63,000)
     Increase in tax benefit receivable                   (84,300)
     Increase in accounts receivable                     (107,939)
     Increase in accounts payable                          78,778
                                                         --------
Net cash provided by operating activities                (332,951)
                                                         --------


Financing activities:
  Issue of common stock                                     1,000
  Subordinated notes payable to parent-issues             355,000
                                                          -------

Net cash provided by financing activities                 356,000
                                                          -------

Net increase in cash and cash equivalents                  23,049


Cash and cash equivalents at inception                          0
                                                          -------
Cash and cash equivalents at end of period                $23,049
                                                          =======






<PAGE>
                                                        Exhibit D

GRANITE STATE ENERGY, INC.
Kilowatt Hours Sold
For the Twelve Months ended December 31, 1996
(Unaudited, Subject to Adjustment)



CUSTOMER CLASS                                     KILOWATT HOURS




Residential                                             7,517,975
Commercial                                              4,549,238
                                                       ----------
Total                                                            12,067,213
                                                       ==========



  





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