NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1997-03-26
ELECTRIC SERVICES
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<PAGE>
                                                   File No. 70-8921
                               
                               
                 CERTIFICATE OF NOTIFICATION
                          (Rule 24)
              SECURITIES AND EXCHANGE COMMISSION
                              BY
  NEES ENERGY, INC. and ALLENERGY MARKETING COMPANY, L.L.C.
                               
                               
                                
  In accordance with the Order of the Securities and Exchange Commission
  dated December 23, 1996, the following is a report for the fourth
  quarter of 1996:
  
  1. AllEnergy Marketing Company, L.L.C. (AllEnergy, LLC), a
     Massachusetts Limited Liability Corporation was formed on September
     18, 1996.  The company was formed as a joint venture between NEES 
     Energy, Inc. and AllEnergy Marketing Company, Inc., each a
     Massachusetts corporation. 
  
  2. As of December 31, 1996, AllEnergy, LLC employed 22 permanent
     personnel.  During the fourth quarter there were four individuals
     assigned to AllEnergy, LLC on a full-time basis from New England
     Power Service Company (NEPSCo). NEPSCo is an affiliated company of 
     NEES Energy, Inc.
  
  3. Attached in Exhibits A through C are a consolidated balance sheet as
       of December 31, 1996, and a consolidated statement of income and cash
       flows for the year ended December 31, 1996.
  
  4. On December 23, 1996, AllEnergy, LLC formed a subsidiary, Texas
       Liquids, LLC to purchase the majority of the assets and liabilities
       of Texas Liquids LTD, Inc.  The relevant assets and liabilities of
       Texas Liquids LTD, Inc. were purchased on December 23, 1996 for a
       purchase price of $2,427,338.  Texas Liquids, LLC engages in
       purchasing, marketing, selling, and distributing energy commodities
       and related products and services.
  
  5. As authorized by the Order, AllEnergy, LLC engaged in energy-related
       consulting, engineering, power quality and other similar services for
       the period 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. 70-8921) to be signed on its behalf
  by the undersigned officer thereunto duly authorized.
                                                                           
  By:
  
    s/Marcy L. Reed                     s/John G. Cochrane
  ______________________                ________________________
  Marcy L. Reed                         John G. Cochrane
  Vice President and Treasurer               Treasurer
  AllEnergy Marketing Company, L.L.C.        NEES Energy, Inc.
  
  Date: March 24, 1997                  Date:  March 25, 1997
  
  

    <PAGE>
                          EXHIBIT INDEX



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

   A         Consolidated Balance Sheet as of
             December 31, 1996                        Filed
             (Unaudited)                              herewith

   B         Consolidated Statement of Income and
             Members' Accumulated Deficit             Filed
             For the Year ended December 31, 1996     herewith
             (Unaudited)

   C         Consolidated Statement of Cash Flows     Filed
             For the Year Ended December 31, 1996     herewith
             (Unaudited)





<PAGE>
                                                                   

                                                         Exhibit  A

ALLENERGY MARKETING COMPANY, L.L.C.
Consolidated Balance Sheet
As of December 31, 1996
(Unaudited)

ASSETS
- ------

Current Assets
     Cash                                         $2,291,347
     Accounts receivable (net of reserve
       for bad debts of $153,600)                  7,059,254
     Unbilled revenue                                  9,513  
     Inventory                                     2,315,030
     Prepaid expense                                 124,065
                                                 ----------- 
Total Current Assets                              11,799,209


Fixed assets (net of accumulated 
  depreciation of $49,368)                           343,894
Other assets                                         346,898
                                                 -----------
Total Assets                                     $12,490,001
                                                 =========== 

LIABILITIES AND MEMBERS' EQUITY
- -------------------------------  

Current Liabilities
     Accounts payable to members                    $664,061 
     Accounts payable                              6,654,611   
     Accrued expenses                              1,105,749
     Other current liabilities                       633,044
                                                 -----------
Total Current Liabilities                          9,057,465

Members' Equity                                    3,432,536
                                                 -----------
Total Liabilities and Members' Equity            $12,490,001
                                                 ===========



<PAGE>

                                                          Exhibit B

ALLENERGY MARKETING COMPANY, L.L.C.
Consolidated Statement of Income and Members' Accumulated Deficit
For the Year Ended December 31, 1996
(Unaudited)




Revenues                                           $2,211,948


Operating expenses:
    Cost of sales                                   2,451,244
    Selling, general and administrative             1,790,041
    Consulting                                        623,720
    Member service charges                            460,598
                                                   ----------
    Total operating expenses                        5,325,603
                                                   ----------
Operating income (loss)                            (3,113,655)  

Other income (expense):
    Interest income                                    42,737
    Interest income on contribution
     receivable from member                            26,396
    Interest expense on note payable to member        (26,396)
    Other                                               3,454
                                                   ----------
    Total other income (expense)                       46,191
                                                   ----------

Net loss                                          ($3,067,464)

Members' accumulated deficit at beginning 
 of period                                               -    
                                                   ----------
Members' accumulated deficit at end of period     ($3,067,464)  
                                                   ==========





<PAGE>
                                                            Exhibit C

ALLENERGY MARKETING COMPANY, L.L.C.
Consolidated Statement of Cash Flows
For the Year Ended December 31, 1996
(Unaudited)

Operating Activities
  Net loss                                            ($3,067,464)
  Adjustments to reconcile net loss to net
    cash used in operating activities:
       Depreciation                                         9,621
       Changes in operating assets and liabilities:
        Accounts receivable and unbilled revenues, net             (341,002)
        Inventory                                         (66,622)
        Prepaid expenses                                 (109,865)
        Accounts payable to members                       664,061
        Accounts payable and accrued expenses             709,183
        Other, net                                          35,37
                                                       ----------
Net cash used in operating activities                  (2,166,714)

Investing Activities
  Purchase of fixed assets                               (334,835)
  Acquisition of business, net                                   (1,707,104)
                                                       ----------
Net cash used in investing activities                  (2,041,939)


Financing Activities
  Proceeds from note payable to member                  3,250,000
  Repayment of note payable to member                  (3,250,000)
  Members' capital contributions                        6,500,000
                                                       ----------
Net cash provided by financing activities               6,500,000

Net increase in cash and cash equivalents               2,291,347

Cash and cash equivalents at beginning of period                -
                                                       ----------
Cash and cash equivalents at end of period             $2,291,347
                                                       ==========


Supplemental Information:
  Interest paid to member                                 $26,396
                                                       ==========





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