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File No. 70-7202
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CERTIFICATE OF NOTIFICATION
Pursuant to Rule 24(a) under
Public Utility Holding Company Act of 1935
Filed by
NEW ENGLAND ELECTRIC SYSTEM (NEES)
NEW ENGLAND POWER COMPANY (NEP)
NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
It is hereby certified that the transactions covered by the
statement on Form U-1, as amended by Amendment Nos. 1, 2, and 3
thereto, and the Order of the Securities and Exchange Commission
dated August 7, 1986, with respect thereto, have been carried out
in accordance with the terms and conditions of and for the
purposes represented in said Statement and the Order of the
Commission, as follows:
NEES' equity interest in NEET may be reduced from time to
time through repurchase by NEET of its common stock in accordance
with the terms of the Equity Funding Agreement, dated as of
December 1, 1985, between NEET and NEES. In order to maintain
the approximate ratio of equity investment to total capital that
existed during the first year of commercial operation of the NEET
Project, on March 12, 1999, NEET purchased 10 shares of NEET
stock from NEES at a price of $26,382.78 per share for a sum of
$263,827.80.
The required "Past Tense" Opinion is filed herewith as
Exhibit F.
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SIGNATURE
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Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Certificate of Notification (Commission's File No. 70-7202)
to be signed on their behalf by the undersigned officers
thereunto duly authorized.
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
NEW ENGLAND ELECTRIC TRANSMISSION
CORPORATION
s/John G. Cochrane
By_________________________________
John G. Cochrane
Treasurer
Date: March 22, 1999
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
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Exhibit Description Page
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F Opinion of Counsel Filed herewith
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EXHIBIT F
25 Research Drive, Westborough, Massachusetts 01582
March 22, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Electric Transmission Corporation
File No. 70-7202
Ladies and Gentlemen:
The statement of Form U-1, as amended, relating to the
permanent financing of expenditures, incurred by New England
Electric Transmission Corporation (the Company) in connection
with the construction of certain transmission facilities
constituting part of a major transmission interconnection between
New England Utilities and Hydro-Quebec, was permitted to become
effective August 7, 1986.
On March 12, 1999, the Company purchased 10 shares of its
common stock from New England Electric System at a price of
$16,382.78 per share for a sum of $263,827.80.
I have reviewed the opinion of Robert D. Hartshorne, dated
July 19, 1986, filed as Exhibit F and my opinions dated October
27, 1986, April 24, 1987, July 28, 1989, October 26, 1989, April
27, 1990, January 28, 1991, July 30, 1991, May 7, 1992, October
29, 1992, October 29, 1993, July 22, 1994, June 16, 1995,
December 6, 1995, March 19, 1996, September 18, 1996, March 14,
1997, September 16, 1997, and June 5, 1998, filed as Exhibit F to
the Certificates of Notification of those dates, and hereby
confirm the statements made therein.
Based on the foregoing, it is my opinion that the above-
described transactions were carried out in accordance with the
statement.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Deputy General Counsel
