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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED
DECEMBER 31, 1997
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1997
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization Held Nature of Business
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<S> <C> <C> <C> <C> <C>
N/A for Fourth Quarter
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1997
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Issue Cost Person to Collateral Consideration
Security Amount of or of Whom Security Given with Received for
Company Issuing Security Issued Security Renewal Capital Was Issued Security Each Security
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<S> <C> <C> <C> <C> <C> <C> <C>
AllEnergy Marketing Membership $5.3 Issue N/A NEES Energy, Inc. - $5.3
Co., L.L.C. interest
AllEnergy Marketing Membership $ .1 Issue N/A NEES Global - $ .1
Co., L.L.C. interest Transmission, Inc.
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*Expressed in millions, rounded to hundred thousands of dollars
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1997 (cont'd.)
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
(expressed in millions, rounded to hundred thousands of dollars)
Company Company Amount of
Contributing Receiving Capital
Capital Capital Contribution
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<S> <C> <C> <C>
NEES Energy, Inc. AllEnergy Marketing Co., L.L.C. 7.5
NEES Global Transmission, Inc. HydroServ Group, L.L.C. *
NEES Global Transmission, Inc. AllEnergy Marketing Co., L.L.C. .1
AllEnergy Marketing Co., L.L.C. Weatherwise USA, LLC .2
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* Amounts are less than $100,000
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1997
Item 3 - ASSOCIATE TRANSACTIONS (expressed in millions, rounded to hundred thousands of dollars)
Part I - Transactions performed by reporting companies on behalf of associate companies
Direct Indirect Total
Reporting Company Associate Company Types of Services Costs Costs Cost of Amount
Rendering Services Receiving Services Rendered Charged Charged Capital Billed
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<S> <C> <C> <C> <C> <C> <C>
N/A
Part II - Transactions performed by associate companies on behalf of reporting companies
Direct Indirect Total
Associate Company Reporting Company Types of Services Costs Costs Cost of Amount
Rendering Services Receiving Services Rendered Charged Charged Capital Billed
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Massachusetts Electric Granite State Energy, Miscellaneous (3) (1) (1) (1)
Company Inc.
New England Power Co. New England Energy, Inc. Miscellaneous (1) (1) (1)
New England Power Co. New England Energy, Inc. Fuel Purchase $1.5 $1.5
New England Power Co. AllEnergy Marketing Power purchase (1) (1) (1)
Co., LLC
New England Power Co. AllEnergy Marketing Miscellaneous (1) (1) (1)
Co., LLC
New England Power Co. Granite State Energy, Power purchase $.2 (1) $.2
Inc.
New England Power New England Energy, Inc. Miscellaneous (2) (1) (1) $0.1
Service Co.
New England Power Granite State Energy, Miscellaneous (1) (1) (1)
Service Co. Inc.
New England Power AllEnergy Marketing Sales Planning $0.1 (1) $0.1
Service Co. Co., LLC
New England Power AllEnergy Marketing
Service Co. Co., LLC Miscellaneous (4) $0.1 (1) $0.1
<FN>
(1) Amounts are below $100,000
(2) Represents 12 types of services with each type of service totaling less than $100,000.
(3) The customer service portion of the service agreement between Granite State Energy Company and New England Power
Service Company has been assigned to Massachusetts Electric Company, in accordance with its terms.
(4) Represents 13 types of services with each type of service totaling less than $100,000.
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NEW ENGLAND ELECTRIC SYSTEM
At December 31, 1997
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
(expressed in millions rounded to hundred thousands of dollars)
<S> <C> <C>
Investment in energy-related companies:
Total consolidated capitalization as of
December 31, 1997 (1) $3,612.9 line 1
Total capitalization multiplied by 15 percent 541.9 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 541.9 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other 18.6
Energy software 2.1
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Total current aggregate investment 20.7 line 4
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Difference between the greater of $50 million
or 15 percent of capitalization and the total
aggregate investment of the registered holding
company system
(lines 3 less line 4) $521.2 line 5
(1) Consolidated capitalization includes total common equity, cumulative
preferred stock, long-term debt (including long-term debt due within
one year), and short-term debt.
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 30, 1997
ITEM 5 - OTHER INVESTMENTS
Reason for
Major Line Other Other Difference
or Energy-Related Investment in Investment in Other
Business Last U-9C-3 Report in U-9C-3 Report Investment
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N/A
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1997
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
(A) Exhibit
1 Certificate stating that a copy of the report for the previous
quarter has been filed with interested state commissions.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this report to be signed
on its behalf by the undersigned officer thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
_______________________________
John G. Cochrane, Treasurer
March 31, 1998
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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1 Certificate stating that a Filed herewith
copy of the report for the
previous quarter has been
filed with interested state
commissions.
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CERTIFICATE
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A copy of the Form U-9C-3 report for the previous quarter (quarter
ended September 30, 1997) has been filed with the interested state
commissions in accordance with Rule 58 under the Public Utility Holding
Company Act of 1935.
The names and addresses of such state commissions are as follows:
Mrs. Luly Massaro, Clerk
Rhode Island Public Utilities Commission
100 Orange Street
Providence, Rhode Island 02903
Mary L. Cottrell, Secretary
Massachusetts Department of Public Utilities
100 Cambridge Street
Boston, MA 02202
Mr. Thomas B. Getz
Executive Director and Secretary
New Hampshire Public Utilities Commisssion
8 Old Suncook Road
Concord, New Hampshire 03301
SIGNATURE:
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
By_______________________________
Name: John G. Cochrane
Title: Treasurer
Date: March 31, 1998
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 therefore.
