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File No.70-8901/70-9109
CERTIFICATE OF NOTIFICATION
(Rule 24)
SECURITIES AND EXCHANGE COMMISSION
by
NEW ENGLAND ELECTRIC SYSTEM (NEES)
It is hereby certified that the transactions detailed below, which were
covered by the Statements on Form U-l as amended and the Orders of the
Securities and Exchange Commission dated October 9, 1996 and December 10, 1997
with respect thereto, have been carried out in accordance with the terms and
conditions of and for the purposes represented in said Statements and Orders
of the Commission as follows:
During the quarter ended December 31, 1997, NEES made new money borrowings
as indicated in Exhibit A-1 hereto. The maximum concurrent amount of short-
term borrowings outstanding during the quarter and the amount outstanding at
the end of the quarter is shown in Exhibit A-1.
The required "Past Tense" Opinion of Counsel is filed herewith.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
l935, the undersigned company has duly caused this certificate of notification
to be signed on its behalf by the undersigned officer thereunto duly
authorized.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By
Michael E. Jesanis
Vice President and Treasurer
Date: February 17, 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
- ----------- ----------- ----
A-1 Borrowing Log Filed
herewith
F Past Tense Opinion Filed
of Counsel herewith
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<TABLE>
Exhibit A-1
NEW ENGLAND ELECTRIC SYSTEM (TRUST)
BORROWING LOG
<CAPTION>
TYPE OF INT. RATE # MATURITY DAILY TOTAL $000'S CUM
DATE INSTRUMENT INSTITUTION TRANSACTION NOM. EFFEC. DAYS DATE INTEREST INTEREST INVESTED AMOUNT
---- ---------- ----------- ----------- ------------ ---- ---- -------- -------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BEGINNING TOTAL @ 10/ 1/97 0
12/11/97:
BK NOTE FNBB NEW MONEY 6.375% 6.375% 7 12/18/97 885.42 6197.92 5000
5000
12/17/97:
COMM PAP MER LYNCH NEW MONEY 6.030% 6.049% 19 1/ 5/98 837.50 15912.50 5000
10000
12/18/97:
COMM PAP MER LYNCH NEW MONEY 6.050% 6.068% 18 1/ 5/98 420.14 7562.50 2500
MATURITIES ( 5000)
------
DAILY TOTAL ( 2500)
7500
12/19/97:
COMM PAP MER LYNCH NEW MONEY 5.600% 5.603% 3 12/22/97 2177.78 6533.33 14000
COMM PAP MER LYNCH NEW MONEY 5.650% 5.653% 3 12/22/97 5022.22 15066.67 32000
COMM PAP MER LYNCH NEW MONEY 5.900% 5.962% 63 2/20/98 163.89 10325.00 1000
COMM PAP 1 ST BOST NEW MONEY 6.000% 6.032% 32 1/20/98 833.33 26666.67 5000
COMM PAP 1 ST BOST NEW MONEY 5.900% 5.959% 60 2/17/98 819.44 49166.67 5000
COMM PAP 1 ST BOST NEW MONEY 5.800% 5.885% 90 3/19/98 805.56 72500.01 5000
COMM PAP 1 ST BOST NEW MONEY 5.620% 5.623% 3 12/22/97 4683.33 14050.00 30000
------
TOTAL BORROWINGS 92000
99500
12/22/97:
COMM PAP 1 ST BOST ROLLOVER 5.650% 5.651% 1 12/23/97 4708.33 4708.33 30000
COMM PAP MER LYNCH ROLLOVER 5.630% 5.631% 1 12/23/97 5004.44 5004.44 32000
COMM PAP MER LYNCH ROLLOVER 6.000% 6.035% 35 1/26/98 833.33 29166.67 5000
COMM PAP MER LYNCH ROLLOVER 5.900% 5.963% 64 2/24/98 655.56 41955.56 4000
COMM PAP MER LYNCH ROLLOVER 5.800% 5.886% 91 3/23/98 805.56 73305.56 5000
------
TOTAL BORROWINGS 76000
MATURITIES ( 76000)
------
DAILY TOTAL 0
99500
12/23/97:
COMM PAP MER LYNCH ROLLOVER 5.700% 5.705% 6 12/29/97 5066.67 30400.00 32000
COMM PAP 1 ST BOST ROLLOVER 5.650% 5.655% 6 12/29/97 4708.33 28250.00 30000
COMM PAP 1 ST BOST NEW MONEY 5.650% 5.655% 6 12/29/97 235.42 1412.50 1500
------
TOTAL BORROWINGS 63500
MATURITIES ( 62000)
------
DAILY TOTAL 1500
101000
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12/29/97:
COMM PAP MER LYNCH ROLLOVER 5.600% 5.601% 1 12/30/97 4977.78 4977.78 32000
COMM PAP 1 ST BOST ROLLOVER 5.650% 5.651% 1 12/30/97 4943.75 4943.75 31500
------
TOTAL BORROWINGS 63500
MATURITIES ( 63500)
------
DAILY TOTAL 0
101000
12/30/97:
COMM PAP MER LYNCH ROLLOVER 6.250% 6.253% 3 1/ 2/98 3472.22 10416.67 20000
COMM PAP MER LYNCH NEW MONEY 6.250% 6.253% 3 1/ 2/98 173.61 520.83 1000
COMM PAP MER LYNCH ROLLOVER 5.650% 5.728% 87 3/27/98 1883.33 163850.02 12000
COMM PAP 1 ST BOST ROLLOVER 5.640% 5.718% 87 3/27/98 2467.50 214672.48 15750
COMM PAP 1 ST BOST ROLLOVER 5.640% 5.715% 84 3/24/98 2467.50 207269.98 15750
------
TOTAL BORROWINGS 64500
MATURITIES ( 63500)
------
DAILY TOTAL 1000
102000
TEMPORARY BORROWING STATISTICS
------------------------------
10/ 1/97 TO 12/31/97
--------------------
BORROWINGS AT 12/31/97 $102000000
</TABLE>
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Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
===================================================
February 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Electric System Issuance and Sale of Short-Term Notes
File No. 70-8901
Dear Commissioners:
The statement on Form U-1, as amended, relating to short- term
borrowings by New England Electric System, in amounts not to exceed the
maximum aggregate amount of $100 million outstanding at any one time, became
effective pursuant to the Commission's Order dated October 9, 1996 (HCAR 35-
26589) (the October Order). The Company made no borrowings under the October
Order. The October Order has been superseded by the Commission's Order dated
December 10, 1997 (HCAR 35-26793).
I have reviewed my opinion dated September 23, 1996. I confirm the
opinions therein.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel