<PAGE>
File No. 70-8679/70-8675/70-9089
CERTIFICATE OF NOTIFICATION
(Rule 24)
to the
SECURITIES AND EXCHANGE COMMISSION
by
GRANITE STATE ELECTRIC COMPANY (Granite)
MASSACHUSETTS ELECTRIC COMPANY (Mass Electric)
NANTUCKET ELECTRIC COMPANY (NEC)
NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
NEW ENGLAND ENERGY INCORPORATED (NEEI)
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.(Mass Hydro)
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro)
NEW ENGLAND POWER COMPANY (NEP)
NEW ENGLAND POWER SERVICE COMPANY (NEPSCO)
NEW ENGLAND ELECTRIC SYSTEM (NEES)
It is hereby certified that the transactions detailed below, which were
covered by the Statement on Form U-1 as amended and the Orders of the
Securities and Exchange Commission dated October 25, 1995 (File No. 70-8679),
December 27, 1995 (File No. 70-8675) and October 29, 1997 (File No. 70-9089)
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.
During the quarter ended December 31, 1997, Borrowing Companies made new
money borrowings as indicated in Exhibit A-1 hereto, the proceeds of which
were used to pay then outstanding notes initially issued to banks and/or
dealers in commercial paper and/or borrowings from the Money Pool, to provide
new money for capitalizable expenditures and/or to reimburse the treasury
therefor, and for other corporate purposes relating to ordinary business
operations, including working capital and the financing of construction and
property acquisitions. 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.
Required "Past Tense" Opinion of Counsel is filed herewith.
No funds borrowed were paid by a subsidiary company to NEES through
dividends for the purpose of NEES acquiring an interest in an exempt wholesale
generator or in a foreign utility company.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, each undersigned company has duly caused this Certificate of
Notification, Commission's File Nos.70-8679, 70-8675 and 70-9089 to be signed
on their behalf by the undersigned officers thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
MASSACHUSETTS ELECTRIC COMPANY
NEW ENGLAND POWER COMPANY
NEW ENGLAND POWER SERVICE COMPANY
s/Michael E. Jesanis
By ______________________________
Michael E. Jesanis
Treasurer
GRANITE STATE ELECTRIC COMPANY
THE NARRAGANSETT ELECTRIC COMPANY
s/John G. Cochrane
By _______________________________
John G. Cochrane
Assistant Treasurer
NANTUCKET ELECTRIC COMPANY
NARRAGANSETT ENERGY RESOURCES COMPANY
NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
s/John G. Cochrane
By _______________________________________
John G. Cochrane
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.
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
A-1 Borrowing Log Filed
herewith
F Past Tense Opinion Filed
of Counsel herewith
<PAGE>
<TABLE>
Exhibit A-1
NANTUCKET ELECTRIC COMPANY
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/ 1/97 300
10/ 1/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/ 2/97 49.48 49.48 300
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 1 10/ 2/97 4.12 4.12 25
------
TOTAL BORROWINGS 325
MATURITIES ( 300)
------
DAILY TOTAL 25
325
10/ 2/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/ 3/97 45.35 45.35 275
MATURITIES ( 325)
------
DAILY TOTAL ( 50)
275
10/ 3/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 3 10/ 6/97 45.35 136.06 275
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 3 10/ 6/97 8.25 24.74 50
------
TOTAL BORROWINGS 325
MATURITIES ( 275)
------
DAILY TOTAL 50
325
10/ 6/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/ 7/97 53.60 53.60 325
MATURITIES ( 325)
------
DAILY TOTAL 0
325
10/ 7/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/ 8/97 53.60 53.60 325
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 1 10/ 8/97 8.25 8.25 50
------
TOTAL BORROWINGS 375
MATURITIES ( 325)
------
DAILY TOTAL 50
375
10/ 8/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/ 9/97 53.60 53.60 325
MATURITIES ( 375)
------
DAILY TOTAL ( 50)
325
<PAGE>
10/ 9/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/10/97 41.23 41.23 250
MATURITIES ( 325)
------
DAILY TOTAL ( 75)
250
10/10/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 4 10/14/97 37.11 148.43 225
MATURITIES ( 250)
------
DAILY TOTAL ( 25)
225
10/14/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/15/97 32.98 32.98 200
MATURITIES ( 225)
------
DAILY TOTAL ( 25)
200
10/15/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/16/97 20.61 20.61 125
MATURITIES ( 200)
------
DAILY TOTAL ( 75)
125
10/16/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/17/97 20.61 20.61 125
MATURITIES ( 125)
------
DAILY TOTAL 0
125
10/17/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 3 10/20/97 20.61 61.84 125
MATURITIES ( 125)
------
DAILY TOTAL 0
125
10/20/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/21/97 12.37 12.37 75
MATURITIES ( 125)
------
DAILY TOTAL ( 50)
75
10/21/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/22/97 12.37 12.37 75
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 1 10/22/97 8.25 8.25 50
------
TOTAL BORROWINGS 125
MATURITIES ( 75)
------
DAILY TOTAL 50
125
<PAGE>
10/22/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/23/97 20.61 20.61 125
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 1 10/23/97 4.12 4.12 25
------
TOTAL BORROWINGS 150
MATURITIES ( 125)
------
DAILY TOTAL 25
150
10/23/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/24/97 24.74 24.74 150
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 1 10/24/97 8.25 8.25 50
------
TOTAL BORROWINGS 200
MATURITIES ( 150)
------
DAILY TOTAL 50
200
10/24/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 3 10/27/97 12.37 37.11 75
MATURITIES ( 200)
------
DAILY TOTAL ( 125)
75
10/27/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/28/97 8.25 8.25 50
MATURITIES ( 75)
------
DAILY TOTAL ( 25)
50
10/28/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/29/97 4.12 4.12 25
MATURITIES ( 50)
------
DAILY TOTAL ( 25)
25
10/29/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/30/97 4.12 4.12 25
MONEYPOOL MONEYPOOL NEW MONEY 5.937% 5.937% 1 10/30/97 8.25 8.25 50
------
TOTAL BORROWINGS 75
MATURITIES ( 25)
------
DAILY TOTAL 50
75
10/30/97:
MONEYPOOL MONEYPOOL ROLLOVER 5.937% 5.937% 1 10/31/97 4.12 4.12 25
MATURITIES ( 75)
------
DAILY TOTAL ( 50)
25
10/31/97:
MATURITIES ( 25)
0
12/31/97:
MONEYPOOL MONEYPOOL NEW MONEY 6.306% 6.306% 1 1/ 1/98 4.38 4.38 25
25
<PAGE>
TEMPORARY BORROWING STATISTICS
------------------------------
10/ 1/97 TO 12/31/97
--------------------
BORROWINGS AT 12/31/97 $ 25000
</TABLE>
<PAGE>
Exhibit F
25 Research Drive, Westborough, Massachusetts 01582
===================================================
February 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: File No. 70-8675
Dear Commissioners:
An Application/Declaration on Form U-1, dated August 21, 1995, and
amendments thereto, were filed with your Commission in the above-referenced
proceeding relating to the acquisition of Nantucket Electric Company
(Nantucket) and short-term borrowings by Nantucket from the NEES Money Pool
and banks. An order dated December 27, 1995 (HCAR 35-26439) was issued by
your Commission authorizing the proposed transactions.
I have reviewed my opinion dated December 26, 1997, filed as Exhibit F-1
in File No. 70-8675, and hereby confirm the statements made therein. I have
been advised that the borrowings by Nantucket were in each instance made on
the terms and within the limitations set forth in the filing and in said
order. Based on the foregoing, it is my opinion that the transactions
authorized in HCAR 35-26439 were carried out in accordance with the
Application/Declaration as amended.
Very truly yours
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Associate General Counsel