<PAGE>
File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND POWER COMPANY
AND
NEW ENGLAND ELECTRIC SYSTEM
(Names of companies filing this statement)
25 Research Drive
Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
John G. Cochrane Robert K. Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Names and addresses of agents for service)
<PAGE>
Item 1. Description of Proposed Transactions
- ---------------------------------------------
New England Electric System (NEES) was created under the laws of The
Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated
January 1, 1926, as amended, and is registered as a holding company under the
Public Utility Holding Company Act of 1935 (the Act). New England Power
Company (NEP)is a subsidiary of NEES, with NEES holding all of the issued and
outstanding common stock of NEP, consisting of 6,449,896 shares. NEP has
preferred stockholders, some of whom have voting power. However, NEES holds
99.71% of the voting interest in NEP.
As a result of the changes in the nature of the electric utility
industry through the spread of wholesale and retail competition and the
passage of legislation at the state level, NEP and another subsidiary of NEES
have contracted to sell their nonnuclear generating business to USGen New
England, Inc. The sale is expected to be consummated September 1, 1998. Upon
consummation of the sale, NEP will have a large amount of cash holdings. For
the reasons described below, NEP would like to buyback a portion of its common
stock from NEES in order to maintain a balanced capital structure.
NEP's current capital structure consists of (i) $648 million or 38
percent long-term debt; (ii) $40 million or 2 percent preferred stock; and
(iii) $999 million or 59 percent common equity.
Upon completion of the sale of NEP's nonnuclear generating business, NEP
will receive approximately $1.59 billion plus certain reimbursements
(approximately $160 million). NEP would use a portion of such proceeds to
defease its mortgage bond obligations, to retire other debt and preferred
stock of NEP, to pay state and Federal taxes, and to pay for other
transactions associated with the divestiture. However, a large portion of the
proceeds would be left at NEP. In order to keep NEP's capital structure
balanced, and since NEP only has unappropriated retained earnings of
approximately $400 million, NEP needs the ability to reduce its common equity
through stock repurchases.
Therefore, NEP seeks authorization hereunder to buyback from NEES, in
one or more separate transactions, from time to time, but not later than
December 31, 2000, up to 5 million common shares. The proposed buyback of NEP
common stock from NEES would be at the then book value of such shares.
NEES currently has $380 million of short-term debt outstanding. Funds
from the proposed buyback would enable NEES to eliminate existing debt at the
holding company level. After payment of debt, NEES would hold the cash
received from the proposed buyback of NEP common shares pending utilization
for funding a continuing buyback program of NEES common shares or other
appropriate investments.
Narragansett Energy Resources Company (NERC), a subsidiary of NEES,
became an exempt wholesale generator (EWG) in preparation of the sale of the
stock of NERC as part of the sale of nonnuclear generation assets. Upon the
closing of the nonnuclear generation asset sale, the NERC stock will no longer
be held by a NEES company. After such sale, neither NEES, nor NEP, nor any
subsidiary thereof will have any ownership interest in an exempt wholesale
generator (EWG) or a foreign utility company (FUCO) as defined in Sections 32
and 33 of the 1935 Act. Additionally, neither NEES, nor NEP, nor any
subsidiary thereof will be a party to, nor have any rights under, a service,
sales, or construction agreement with an EWG or FUCO. NEES and its
subsidiaries shall comply with the requirements of Rule 53 of the Act in
connection with EWG and FUCO acquisitions and financings.
<PAGE>
Item 2. Fees, Commissions and Expenses
- ---------------------------------------
The estimated fees and expenses in connection with the proposed buyback
of NEP common stock include incidental services in connection with the
transactions to be performed by New England Power Service Company (a wholly
owned subsidiary of NEES) (the Service Company) at the actual cost thereof.
The Service Company is an affiliated service company operating pursuant to
Section 13 of the Act and the Commission's rules thereunder. The cost of such
services is estimated to be approximately $2,000.
Item 3. Applicable Statutory Provisions
- ----------------------------------------
The proposed buyback by NEP of its common stock from NEES is subject to
Sections 9(a), 10, and 12 of the Act.
For the purposes of Rule 54, NEES satisfies the requirements of Rule
53(a) and Rule 53(b). Therefore, Rule 53(c) is not applicable.
Item 4. Regulatory Approval
- ----------------------------
No action by any state commission or Federal commission (other than the
Securities and Exchange Commission) is necessary to carry out the proposed
transaction.
Item 5. Procedure
- ------------------
It is requested that the Commission take action with respect to this
Application/Declaration without a hearing being held and that this statement
become effective and be granted on or before September 21, 1998, or as soon
thereafter as possible.
The Company (1) does not request a recommended decision by a hearing
officer, (2) does not request a recommended decision by any other responsible
officer of the Commission, (3) hereby specifies that the Division of Corporate
Regulation may assist in the preparation of the Commission's decision, and (4)
hereby requests that there be no 30-day waiting period between the date of
issuance of the Commission's order and the date on which it is to become
effective.
Item 6. Exhibits and Financial Statements
- ------------------------------------------
(a) Exhibits
A-1 Articles of Organization as amended through June 27, 1987,
and By-laws of NEP, as amended December 12, 1997,
incorporated herein by reference to Exhibit 3 to the NEP
1997 Form 10-K filed on March 31, 1998.
<PAGE>
A-2 Agreement and Declaration of Trust dated January 2, 1926, as
amended through April 23, 1992, incorporated herein by
reference to Exhibit 3 to the NEES 1997 Form 10-K filed on
March 31, 1998.
* F Opinion of Counsel
H Proposed Form of Notice
(b) Financial Statements
1-A Balance Sheets of NEES (Parent Company only) and NEP at June
30, 1998, Actual and *Pro Forma
1-B Statements of Income and Retained Earnings for NEES (Parent
Company only) and NEP for twelve months ended June 30, 1998,
Actual and *Pro Forma
2-A Consolidated Balance Sheet of NEES at June 30, 1998, Actual
and *Pro Forma
2-B Statement of Consolidated Income for NEES for twelve months
ended June 30, 1998, Actual and *Pro Forma
27 Financial Data Schedules for NEES and NEP
Since the date of the Balance Sheets, there have been no material
changes which were not in the ordinary course of business.
* To be filed by amendment. Pro Formas reflecting the sale of the
nonnuclear generation assets are not yet available.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
- -------------------------------------------------
The proposed transactions do not involve a major Federal action
significantly affecting the quality of the human environment.
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each undersigned company has duly caused this Application/
Declaration on Form U-1 to be signed on its behalf, as indicated by the
undersigned officers thereunto duly authorized by each such Company.
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
s/John G. Cochrane
By
John G. Cochrane, Treasurer
Date: August 21, 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.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ------------ ------
A-1 Articles of Organization as amended Incorporated by
through June 27 1997, and By-laws of Reference
NEP, as amended December 12, 1997
A-2 Agreement and Declaration of Trust Incorporated by
dated January 2, 1926, as amended Reference
through April 23, 1992, incorporated
herein by reference to Exhibit 3 to
the 1997 Form 10-K filed on
March 31, 1998.
*F Opinion of Counsel To be filed
by amendment
H Proposed Form of Notice Filed herewith
Financial Statements
--------------------
1-A Balance Sheets of NEES (Parent Filed herewith
Company only) and NEP at June 30,
1998, Actual and *Pro Forma
1-B Statements of Income and Retained Filed herewith
Earnings for NEES (Parent Company
only) and NEP for twelve months ended
June 30, 1998, Actual and *Pro Forma
2-A Consolidated Balance Sheet of NEES Filed herewith
at June 30, 1998, Actual and *Pro Forma
2-B Statement of Consolidated Income for Filed herewith
NEES for twelve months ended
June 30, 1998, Actual and *Pro Forma
27 Financial Data Schedules for NEES Filed herewith
and NEP
*To be filed by amendment. Pro Formas reflecting the sale of the nonnuclear
generation assets are not yet available.
<PAGE>
Exhibit H - Proposed Form of Notice
Notice of Proposal to Buyback Common Shares
New England Power Company (NEP) and New England Electric System (NEES), a
registered holding company, have filed an Application/Declaration under
Sections 9(a), 10, and 12 of the 1935 Act and Rules thereunder. NEES
currently holds 6,449,896 shares of the common stock of NEP, being all of the
issued and outstanding common stock. Due to restructuring issues including
the proposed sale of NEP's nonnuclear generation business to a third-party,
NEP seeks authority hereunder to buyback, in one or more separate
transactions, from time to time, but not later than December 31, 2000, up to 5
million shares of its common stock from NEES. The purchase price for the
common stock would be the then book value of such stock.
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM
(Parent Company Only)
Balance Sheet
At June 30, 1998
(Unaudited)
<CAPTION>
ASSETS
------
(In Thousands)
<S> <C>
Investments:
Common stocks of subsidiaries, at equity $1,803,017
Preferred stock of subsidiary 29,282
Notes of subsidiaries 88,877
Other investments 4,817
----------
Total investments 1,925,993
----------
Current assets:
Cash 508
Temporary cash investments - subsidiary companies 178,150
Interest and dividends receivable of subsidiaries 20,912
Other current assets 4,034
----------
Total current assets 203,604
----------
Deferred federal income taxes 3,595
----------
$2,133,192
==========
CAPITALIZATION AND LIABILITIES
------------------------------
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Issued - 64,969,652 shares $ 64,970
Other paid-in capital 736,661
Retained earnings (including $711,160,000 of
undistributed subsidiary earnings) 970,833
Treasury stock - 1,950,005 shares (82,587)
Unrealized gain on securities, net 574
----------
Total common share equity 1,690,451
----------
Current liabilities:
Accounts payable 552
Dividends payable 33,337
Short-term debt 398,375
----------
Total current liabilities 432,264
----------
Other reserves and deferred credits 10,477
----------
$2,133,192
==========
</TABLE>
<PAGE>
<TABLE> NEW ENGLAND POWER COMPANY
Balance Sheet
at June 30, 1998
(Unaudited)
<CAPTION>
ASSETS
------
(In Thousands)
<S> <C>
Utility plant, at original cost $3,084,842
Less accumulated provisions for depreciation
and amortization 1,234,869
----------
1,849,973
Construction work in progress 30,217
----------
Net utility plant 1,880,190
----------
Investments:
Nuclear power companies, at equity 47,443
Non-utility property and other investments 35,191
----------
Total investments 82,634
----------
Current assets:
Cash 1,001
Accounts receivable:
Affiliated companies 232,000
Accrued NEEI revenues -
Others 27,031
Fuel, materials, and supplies, at average cost 59,680
Prepaid and other current assets 55,514
----------
Total current assets 375,226
----------
Accrued Yankee nuclear plant costs 272,939
Deferred charges and other assets 462,542
----------
$3,073,531
==========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common stock, par value $20 per share,
authorized and outstanding 6,449,896 shares $ 128,998
Premiums on capital stocks 86,779
Other paid-in capital 319,818
Retained earnings 462,968
Unrealized gains on securities, net 55
----------
Total common equity 998,618
Cumulative preferred stock, par value $100 per share 39,666
Long-term debt 647,829
----------
Total capitalization 1,686,113
----------
Current liabilities:
Long-term debt due in one year -
Short-term debt (including $159,175,000 to affiliates) 366,950
Accounts payable (including $6,118,000 to affiliates) 113,723
Accrued liabilities:
Taxes 10,552
Interest 8,217
Other accrued expenses 30,913
Dividends payable -
----------
Total current liabilities 530,355
----------
Deferred federal and state income taxes 414,527
Unamortized investment tax credits 52,452
Accrued Yankee nuclear plant costs 272,939
Other reserves and deferred credits 117,145
----------
$3,073,531
==========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM
(Parent Company Only)
Statement of Income
Twelve Months Ended June 30, 1998
(Unaudited)
<CAPTION>
(In Thousands)
<S> <C>
Equity in earnings of subsidiaries $225,942
Interest income - subsidiaries 1,687
--------
Total income from subsidiaries 227,629
Other income 169
---------
Total income 227,798
Corporate and fiscal expenses (includes $1,550,000 for cost
of services billed by an affiliated company) 5,925
Federal income taxes (1,844)
---------
Income before interest 223,717
Interest 6,083
---------
Net income $ 217,634
=========
Statement of Retained Earnings
Retained earnings at beginning of period $ 904,827
Net income 217,634
Dividends declared on common shares (151,628)
---------
Retained earnings at end of period $ 970,833
=========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND POWER COMPANY
Statement of Income
Twelve Months Ended June 30, 1998
(Unaudited)
<CAPTION>
(In Thousands)
<S> <C>
Operating revenue, principally from affiliates $1,603,273
----------
Operating expenses:
Fuel for generation 337,933
Purchased electric energy 500,916
Other operation 206,688
Maintenance 95,234
Depreciation and amortization 113,765
Taxes, other than income taxes 67,779
Income taxes 89,523
----------
Total operating expenses 1,411,838
----------
Operating income 191,435
Other income:
Equity in income of nuclear power companies 5,182
Other income (expense), net (3,482)
----------
Operating and other income 193,135
----------
Interest:
Interest on long-term debt 40,421
Other interest 10,399
Allowance for borrowed funds used during
construction - credit (1,143)
----------
Total interest 49,677
----------
Net income $ 143,458
==========
Statements of Retained Earnings
Retained earnings at beginning of period $ 392,534
Net income 143,458
Dividends declared on cumulative preferred stock (2,075)
Dividends declared on common stock (70,949)
----------
Retained earnings at end of period $ 462,968
==========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Consolidated Balance Sheet
at June 30, 1998
(Unaudited)
<CAPTION>
ASSETS
------
(In Thousands)
<S> <C>
Utility plant, at original cost $5,926,625
Less accumulated provisions for depreciation and amortization 2,068,995
----------
3,857,630
Construction work in progress 50,194
----------
Net utility plant 3,907,824
----------
Oil and gas properties, at full cost -
Less accumulated provision for amortization -
----------
Net oil and gas properties -
----------
Investments:
Nuclear power companies, at equity 47,443
Other subsidiaries, at equity 36,725
Other investments 132,769
----------
Total investments 216,937
----------
Current assets:
Cash 23,040
Accounts receivable, less reserves of $19,877,000 255,522
Unbilled revenues 76,138
Fuel, materials, and supplies, at average cost 81,810
Prepaid and other current assets 104,224
----------
Total current assets 540,734
----------
Accrued Yankee nuclear plant costs 272,939
Deferred charges and other assets 560,932
----------
$5,499,366
==========
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
Common share equity:
Common shares, par value $1 per share:
Authorized - 150,000,000 shares
Issued - 64,969,652 shares
Outstanding - 62,847,197 shares $ 64,970
Paid-in capital 736,699
Retained earnings 970,833
Treasury stock - 2,122,455 shares (89,045)
Unrealized gain on securities, net 7,688
----------
Total common share equity 1,691,145
Minority interests in consolidated subsidiaries 42,637
Cumulative preferred stock of subsidiaries 39,087
Long-term debt 1,365,848
----------
Total capitalization 3,138,717
----------
Current liabilities:
Long-term debt due within one year 27,920
Short-term debt 656,950
Accounts payable 161,567
Accrued taxes 19,065
Accrued interest 21,980
Dividends payable 35,457
Other current liabilities 121,869
----------
Total current liabilities 1,044,808
----------
Deferred federal and state income taxes 713,527
Unamortized investment tax credits 88,994
Accrued Yankee nuclear plant costs 272,939
Other reserves and deferred credits 240,381
----------
$5,499,366
==========
</TABLE>
<PAGE>
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
Statement of Consolidated Income
Twelve Months Ended June 30, 1998
(Unaudited)
<CAPTION>
(In Thousands)
<S> <C>
Operating revenue $2,478,391
----------
Operating expenses:
Fuel for generation 350,612
Purchased electric energy 501,584
Other operation 594,731
Maintenance 149,855
Depreciation and amortization 223,205
Taxes, other than income taxes 147,900
Income taxes 150,892
----------
Total operating expenses 2,118,779
----------
Operating income 359,612
Other income:
Equity in income of generating companies 10,153
Other income (expense), net (11,003)
----------
Operating and other income 358,762
----------
Interest:
Interest on long-term debt 102,493
Other interest 24,502
Allowance for borrowed funds used during construction (1,783)
----------
Total interest 125,212
----------
Income after interest 233,550
Preferred dividends and net gain on reacquisition
of preferred stock 9,794
Minority interests 6,483
----------
Net income $ 217,273
==========
Average common shares - Basic 64,431,253
Average common shares - Diluted 64,499,067
Per share data:
Net income - Basic and Diluted $3.37
Dividends declared $2.36
Statements of Consolidated Retained Earnings
Retained earnings at beginning of period $ 904,825
Net income 217,273
Dividends declared on common shares (151,265)
Premium on redemption of preferred stock -
---------
Retained earnings at end of period $ 970,833
=========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE CONSOLIDATED BALANCE SHEET AND RELATED CONSOLIDATED
STATEMENTS OF INCOME, RETAINED EARNINGS AND CASH FLOWS OF NEW
ENGLAND ELECTRIC SYSTEM, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 3,907,824
<OTHER-PROPERTY-AND-INVEST> 216,937
<TOTAL-CURRENT-ASSETS> 540,734
<TOTAL-DEFERRED-CHARGES> 833,871 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 5,499,366
<COMMON> 64,970
<CAPITAL-SURPLUS-PAID-IN> 736,699
<RETAINED-EARNINGS> 970,833
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,691,145 <F3>
0
39,087 <F2>
<LONG-TERM-DEBT-NET> 1,365,848
<SHORT-TERM-NOTES> 0
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 656,950
<LONG-TERM-DEBT-CURRENT-PORT> 27,920
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,718,416
<TOT-CAPITALIZATION-AND-LIAB> 5,499,366
<GROSS-OPERATING-REVENUE> 2,478,391
<INCOME-TAX-EXPENSE> 150,892
<OTHER-OPERATING-EXPENSES> 1,967,887
<TOTAL-OPERATING-EXPENSES> 2,118,779
<OPERATING-INCOME-LOSS> 359,612
<OTHER-INCOME-NET> (850)
<INCOME-BEFORE-INTEREST-EXPEN> 358,762
<TOTAL-INTEREST-EXPENSE> 125,212
<NET-INCOME> 217,273
4,327 <F2>
<EARNINGS-AVAILABLE-FOR-COMM> 217,273
<COMMON-STOCK-DIVIDENDS> 151,265
<TOTAL-INTEREST-ON-BONDS> 102,493
<CASH-FLOW-OPERATIONS> 239,340
<EPS-PRIMARY> $3.37
<EPS-DILUTED> $2.37
<FN>
<F1> Total deferred charges includes other assets.
<F2> Preferred stock reflects preferred stock of subsidiaries. Preferred
stock dividends reflect preferred stock dividends of subsidiaries.
<F3> Total common stockholders equity includes treasury stock at cost and
unrealized gain on securities.
</FN>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> OPUR1
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE BALANCE SHEET AND RELATED STATEMENTS OF INCOME,
RETAINED EARNINGS AND CASH FLOWS OF NEW ENGLAND POWER COMPANY,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<SUBSIDIARY>
<NUMBER> 1
<NAME> NEW ENGLAND POWER COMPANY
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> 12-MOS
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 1,880,190
<OTHER-PROPERTY-AND-INVEST> 82,634
<TOTAL-CURRENT-ASSETS> 375,226
<TOTAL-DEFERRED-CHARGES> 735,481 <F1>
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 3,073,531
<COMMON> 128,998
<CAPITAL-SURPLUS-PAID-IN> 406,597
<RETAINED-EARNINGS> 462,968
<TOTAL-COMMON-STOCKHOLDERS-EQ> 998,618 <F3>
0
39,666
<LONG-TERM-DEBT-NET> 647,829
<SHORT-TERM-NOTES> 159,175
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 207,775
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 1,020,468
<TOT-CAPITALIZATION-AND-LIAB> 3,073,531
<GROSS-OPERATING-REVENUE> 1,603,273
<INCOME-TAX-EXPENSE> 89,523
<OTHER-OPERATING-EXPENSES> 1,322,315
<TOTAL-OPERATING-EXPENSES> 1,411,838
<OPERATING-INCOME-LOSS> 191,435
<OTHER-INCOME-NET> 1,700
<INCOME-BEFORE-INTEREST-EXPEN> 193,135
<TOTAL-INTEREST-EXPENSE> 49,677
<NET-INCOME> 143,458
2,075
<EARNINGS-AVAILABLE-FOR-COMM> 141,383
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 40,421
<CASH-FLOW-OPERATIONS> (27,509)
<EPS-PRIMARY> 0 <F2>
<EPS-DILUTED> 0 <F2>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Per share data is not relevant because the Company's common stock is
wholly-owned by New England Electric System.
<F3> Total common stockholders equity includes the unrealized gain on
securities.
</FN>
