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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, 1998
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive, Westborough, MA 01582
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1998
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
- ----------------- ----------- ------------ ------------ ----------- --------------------------------------
<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, 1998
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
(expressed in millions, rounded to hundred thousands of dollars)
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
- ------------------------ -------- --------- ------- ------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
NeXus Energy Software, Inc. Preferred $.08 Issue N/A NEES Global, Inc. - $2.50 per share
Stock
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1998 (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
------------ --------- ------------
<S> <C> <C> <C>
NEES Energy, Inc. AllEnergy Marketing Company, L.L.C.(MA)* $6.2
NEES Energy, Inc. AllEnergy Marketing Company, L.L.C.(DE) 2.8
NEES Global, Inc. AllEnergy Marketing Company, L.L.C.(MA)* .1
NEES Global, Inc. New England Water Heater Co., Inc. (.9)
*AllEnergy Marketing Company, L.L.C. (MA) was merged into AllEnergy Marketing Company, L.L.C.(DE) effective January 1,
1999. NEES Global, Inc.'s interest in the surviving company was purchased by NEES Energy, Inc. when the merger became
effective.
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NEW ENGLAND ELECTRIC SYSTEM
For The Quarter Ended December 31, 1998
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
------------------ ------------------ ----------------- ------- ------- ------- ------
<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 (5) (1) (1) (1)
Company Inc.
New England Power New England Energy, Inc. Miscellaneous (2) (1) (1) (1) (1)
Service Co.
New England Power Granite State Energy, Miscellaneous (3) (1) (1) (1) (1)
Service Co. Inc.
New England Power AllEnergy Marketing Sales Planning $0.1 (1) (1) $0.1
Service Co. Company, L.L.C.(MA) Miscellaneous (4) (1) (1) (1) (1)
New England Power AllEnergy Marketing Miscellaneous (4) (1) (1) (1) (1)
Service Company Company, L.L.C.(DE)
<FN>
(1) Amounts are below $100,000
(2) Represents 5 types of services totaling less than $100,000 in aggregate.
(3) Represents 7 types of services totaling less than $100,000 in aggregate.
(4) Represents 9 types of services with each type of service totaling less than $100,000.
(5) 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.
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NEW ENGLAND ELECTRIC SYSTEM
At December 31, 1998
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, 1998 (1) $2,681.5 line 1
Total capitalization multiplied by 15 percent 402.2 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 402.2 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $ 106.4
Energy software 2.2
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Total current aggregate investment $108.6 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
(line 3 less line 4) $293.6 line 5
<FN>
(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 31, 1998
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, 1998
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
(A) Exhibits
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,
Vice President and Treasurer
Date: March 30, 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 No. Description Page
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10(g) Certificate stating that a copy of Filed herewith
the report for the previous quarter
has been filed with interested state
commissions.
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CERTIFICATE
-----------
A copy of the Form U-9C-3 report for the previous quarter (quarter ended
September 30, 1998) 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 Commission
8 Old Suncook Road
Concord, New Hampshire 03301
SIGNATURE:
NEW ENGLAND ELECTRIC SYSTEM
s/John G. Cochrane
By_______________________________
Name: John G. Cochrane
Title: Vice President and Treasurer
Date: March 30, 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 therefore.
