NEW ENGLAND POWER SERVICE CO
U-13-60, 1994-05-02
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<PAGE>






                               FORM U-13-60
                  Mutual and Subsidiary Service Companies
                         Revised February 7, 1980


                               ANNUAL REPORT


                              For the Period

          Beginning January 1, 1993 and Ending December 31, 1993


                                  To The

                  U.S. SECURITIES AND EXCHANGE COMMISSION

                                    Of

                     NEW ENGLAND POWER SERVICE COMPANY

                       A Subsidiary Service Company


                Date of Incorporation:  September 5, 1935 


      State or Sovereign Power under which Incorporated or Organized:

                     The Commonwealth of Massachusetts


       Location of Principal Executive Offices of Reporting Company:

                             25 Research Drive
                          Westborough, MA  01582


Name, title, and address of officer to whom correspondence concerning this
                        report should be addressed:

                        H. W. McDowell, Controller
                             25 Research Drive
                          Westborough, MA  01582


    Name of Principal Holding Company Whose Subsidiaries are served by
                            Reporting Company:

                        New England Electric System




SEC 1926 (6-82)
<PAGE>
                   INSTRUCTIONS FOR USE OF FORM U-13-60


   1. Time of Filing  Rule 94 provides that on or before the first day of
May in each calendar year, each mutual service company and each subsidiary
service company as to which the Commission shall have made a favorable
finding pursuant to Rule 88, and every service company whose application
for approval or declaration pursuant to Rule 88 is pending shall file with
the Commission an annual report on Form U-13-60 and in accordance with the
Instructions for that form.

   2. Number of Copies  Each annual report shall be filed in duplicate. 
The company should prepare and retain at least one extra copy for itself in
case correspondence with reference to the report become necessary.

   3. Period Covered by Report  The first report filed by any company
shall cover the period from the date the Uniform System of Accounts was
required to be made effective as to that company under Rules 82 and 93 to
the end of that calendar year.  Subsequent reports should cover a calendar
year.

   4. Report Format  Reports shall be submitted on the forms prepared by
the Commission.  If the space provided on any sheet of such form is
inadequate, additional sheets may be inserted of the same size as a sheet
of the form or folded to such size.

   5. Money Amounts Displayed  All money amounts required to be shown in
financial statements may be expressed in whole dollars, in thousands of
dollars or in hundred thousands of dollars, as appropriate and subject to
provisions of Regulation S-X (Section 210.3-01(b)).

   6. Deficits Displayed  Deficits and other like entries shall be
indicated by the use of either brackets or a parenthesis with corresponding
reference in footnotes.  (Regulation S-X, Section 210.3-01(c))

   7. Major Amendments or Corrections  Any company desiring to amend or
correct a major omission or error in a report after it has been filed with
the Commission shall submit an amended report including only those pages,
schedules, and entries that are to be amended or corrected.  A cover letter
shall be submitted requesting the Commission to incorporate the amended
report changes and shall be signed by a duly authorized officer of the
company.

   8. Definitions  Definitions contained in Instruction 01-8 to the
Uniform System of Accounts for Mutual Service Companies and Subsidiary
Service Companies, Public Utility Holding Company Act of 1935, as amended
February 2, 1979 shall be applicable to words or terms used specifically
within this Form U-13-60.

   9. Organization Chart  The service company shall submit with each
annual report a copy of its current organization chart.

   10. Methods of Allocation  The service company shall submit with each
annual report a listing of the currently effective methods of allocation
being used by the service company and on file with the Securities and
Exchange Commission pursuant to the Public Utility Holding Company Act of
1935.

   11. Annual Statement of Compensation for Use of Capital Billed  The
service company shall submit with each annual report a copy of the annual
statement supplied to each associate company in support of the amount of
compensation for use of capital billed during the calendar year.
<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

               LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


                                                  Schedule or        Page
Description of Schedules and Accounts             Account No.       Number


COMPARATIVE BALANCE SHEET                        Schedule I          4-5

  Service company property                       Schedule II         6-7
  Accumulated provision for depreciation and
   amortization of service company property      Schedule III          8
  Investments                                    Schedule IV           9
  Accounts receivable from associate companies   Schedule V           10
  Fuel stock expenses undistributed              Schedule VI          11
  Stores expense undistributed                   Schedule VII         12
  Miscellaneous current and accrued assets       Schedule VIII        13
  Miscellaneous deferred debits                  Schedule IX          14
  Research, development, or demonstration
   expenditures                                  Schedule X           15
  Proprietary capital                            Schedule XI          16
  Long-term debt                                 Schedule XII         17
  Current and accrued liabilities                Schedule XIII        18
  Notes to financial statements                  Schedule XIV         19

COMPARATIVE INCOME STATEMENT                     Schedule XV          20

  Analysis of billing - associate companies      Account 457          21
  Analysis of billing - nonassociate companies   Account 458          22
  Analysis of charges for service - associate
   and nonassociate companies                    Schedule XVI         23
  Schedule of expense by department or service
   function                                      Schedule XVII     24-26
  Departmental analysis of salaries              Account 920          27
  Outside services employed                      Account 923       28-30
  Employee pensions and benefits                 Account 926          31
  General advertising expenses                   Account 930.1        32
  Miscellaneous general expenses                 Account 930.2        33
  Rents                                          Account 931          34
  Taxes other than income taxes                  Account 408          35
  Donations                                      Account 426.1        36
  Other deductions                               Account 426.5        37
  Notes to statement of income                   Schedule XVIII       38




               LISTING OF INSTRUCTIONAL FILING REQUIREMENTS

                                                                     Page
Description of Reports or Statements                                Number


ORGANIZATION CHART                                                    39

METHODS OF ALLOCATION                                                 40

ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED            41
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE I
                           COMPARATIVE BALANCE SHEET

                         Give balance sheet of Company
                as of December 31 of the current and prior year


Account              Assets and Other Debits               As of December 31
                                                          Current       Prior
      SERVICE COMPANY PROPERTY
101   Service company property (Schedule II)              $27,229     $19,646
107   Construction work in progress (Schedule II)                            
                                                          -------     -------
            Total Property                                 27,229      19,646
                                                          -------     -------
108   Less accumulated provision for depreciation
        and amortization of service company
        property property (Schedule III)                      138         138
                                                          -------     -------
            Net Service Company Property                   27,091      19,508
                                                          -------     -------
      INVESTMENTS
123   Investments in associate companies (Schedule IV)
124   Other Investments (Schedule IV)                       4,102       3,620
                                                          -------     -------
            Total Investments                               4,102       3,620
                                                          -------     -------
      CURRENT AND ACCRUED ASSETS
131   Cash                                                     57         116
134   Special deposits                                        107         196
135   Working funds                                            73          72
136   Temporary cash investments (Schedule IV)             12,475       5,000
141   Notes receivable from associate companies
        (Money Pool)
143   Accounts receivable                                     218       6,799
144   Accumulated provision of uncollectible accounts
146   Accounts receivable from associate
        companies (Schedule V)                             18,423      12,263
152   Fuel stock expenses undistributed (Schedule VI)
154   Materials and supplies                                   26          11
163   Stores expense undistributed (Schedule VII)
165   Prepayments                                           9,798      11,466
174   Miscellaneous current and accrued assets
        (Schedule VIII)
                                                          -------     -------
            Total Current and Accrued Assets               41,177      35,923
                                                          -------     -------
      DEFERRED DEBITS
181   Unamortized debt expense
184   Clearing accounts
186   Miscellaneous deferred debits (Schedule IX)           3,817          26
188   Research, development, or demonstration
        expenditures (Schedule X)
190   Accumulated deferred income taxes                     5,891       2,126
                                                          -------     -------
            Total Deferred Debits                           9,708       2,152
                                                          -------     -------
            TOTAL ASSETS AND OTHER DEBITS                 $82,078     $61,203
                                                          =======     =======
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE I
                           COMPARATIVE BALANCE SHEET


Account   Liabilities and Proprietary Capital              As of December 31
                                                          Current       Prior

      PROPRIETARY CAPITAL
201   Common stock issued (Schedule XI)
211   Miscellaneous paid-in-capital (Schedule XI)         $ 1,350    $ 1,350
215   Appropriated retained earnings (Schedule XI)
216   Unappropriated retained earnings (Schedule XI)          158        162
                                                          -------    -------
            Total Proprietary Capital                       1,508      1,512
                                                          -------    -------
            
      LONG-TERM DEBT
223   Advances from associate companies (Schedule XII)
224   Other long-term debt (Schedule XII)
225   Unamortized premium on long-term debt
226   Unamortized discount on long-term debt - debit
                                                          -------    -------
            Total Long-Term Debt
                                                          -------    -------
            
      CURRENT AND ACCRUED LIABILITIES
231   Notes payable
232   Accounts payable                                      9,920      8,130
233   Notes payable to associate companies
        (Schedule XIII)
234   Accounts payable to associate companies
        (Schedule XIII)                                       273        137
236   Taxes accrued                                           139
237   Interest accrued
238   Dividends declared
241   Tax collections payable                                  98         27
242   Miscellaneous current and accrued
        liabilities (Schedule XIII)                        18,162      5,441
                                                          -------    -------
            Total Current and Accrued Liabilities          28,592     13,735
                                                          -------    -------
            
      DEFERRED CREDITS
253   Other deferred credits                               51,913     45,830
255   Accumulated deferred investment tax credits              65        126
                                                          -------    -------
            Total Deferred Credits                         51,978     45,956
                                                          -------    -------
            
282   ACCUMULATED DEFERRED INCOME TAXES
                                                          -------    -------
            TOTAL LIABILITIES AND PROPRIETARY CAPITAL     $82,078    $61,203
                                                          =======    =======
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE II
                           SERVICE COMPANY PROPERTY



                      BALANCE AT            RETIREMENTS               BALANCE
                       BEGINNING                OR        OTHER (1)  AT CLOSE
DESCRIPTION             OF YEAR   ADDITIONS    SALES       CHANGES    OF YEAR

Account

301  Organization
303  Miscellaneous
      Intangible
      Plant
304  Land and Land
      Rights
305  Structures and
      Improvements
306  Leasehold
      Improvements
307  Equipment (2)    $19,605       $7,583                           $27,188
308  Office
      Furniture and
      Equipment            37                                             37
309  Automobiles,
      Other Vehicles
      and Related
      Garage
      Equipment             4                                              4
310  Aircraft and
      Airport
      Equipment
311  Other Service
      Company
      Property (3)
                       ------       ------       ---       -----     -------
         SUB-TOTAL     19,646        7,583                            27,229
                       ------       ------       ---       -----     -------

107  Construction
      Work in
      Progress (4)
                       ------        -----       ---       -----     -------
         TOTAL        $19,646       $7,583                           $27,229
                       ======        =====       ===       =====     =======



(1)  PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                            SCHEDULE II - CONTINUED



(2)  Subaccounts are required for each class of equipment owned.  The
     service company shall provide a listing by subaccount of equipment
     additions during the year and the balance at the close of the year:

                                                                  BALANCE
                                                                 AT CLOSE
     SUBACCOUNT DESCRIPTION                      ADDITIONS        OF YEAR

     Engineering Tools and Equipment                None          $    11

     Relay, Laboratory Testing Equipment            None               25

     Construction Equipment                         None               61

     Capitalized lease for computer
     information system                           $7,583           27,091
                                                 -------          -------
            TOTAL                                 $7,583          $27,188
                                                 =======          =======



(3)  DESCRIBE OTHER SERVICE COMPANY PROPERTY:

            None








(4)  DESCRIBE CONSTRUCTION WORK IN PROGRESS:

            None
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1992
                                (In Thousands)

                                 SCHEDULE III
                  ACCUMULATED PROVISION FOR DEPRECIATION AND
                   AMORTIZATION OF SERVICE COMPANY PROPERTY



                                 ADDITIONS                OTHER
                    BALANCE AT    CHARGED                CHANGES      BALANCE
                     BEGINNING      TO       RETIRE-       ADD       AT CLOSE
DESCRIPTION           OF YEAR    ACCT 403     MENTS    (DEDUCT)(1)    OF YEAR

Account

301  Organization
303  Miscellaneous
      Intangible
      Plant
304  Land and Land
      Rights
305  Structures and
      Improvements
306  Leasehold
      Improvements
307  Equipment         $ 97                                            $ 97
308  Office
      Furniture and
      Equipment          37                                              37
309  Automobiles,
      Other Vehicles
      and Related
      Garage
      Equipment           4                                               4
310  Aircraft and
      Airport
      Equipment
311  Other Service
      Company
      Property
                       ----          ---      ---           ---        ----
            TOTAL      $138                                            $138
                       ====          ===      ===           ===        ====


22)  PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

            None

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE IV
                                  INVESTMENTS



INSTRUCTIONS:  Complete the following schedule concerning investments.

               Under Account 124 "Other Investments," state each investment
               separately, with description, including, the name of issuing
               company, number of shares or principal amount, etc.

               Under Account 136, "Temporary Cash Investments," list each
               investment separately.

                                                 BALANCE AT        BALANCE AT
                                                  BEGINNING           CLOSE
DESCRIPTION                                        OF YEAR           OF YEAR


ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES      None              None
                                                   ------            ------
        TOTAL                                        None              None
                                                   ======            ======


ACCOUNT 124 - OTHER INVESTMENTS

    General American Life Insurance Company -      $2,013            $2,656
      Net Cash Surrender Value
        
    Confederation Life Insurance Company -            631             1,066
      Net Cash Surrender Value


    Pacific Mutual Life Insurance Company             976               380
      Deferred Compensation - Life Insurance
      Investments & Net Cash Surrender Value
                                                   ------            ------
        TOTAL                                      $3,620            $4,102
                                                   ======            ======

ACCOUNT 136 - TEMPORARY CASH INVESTMENTS           $5,000           $12,475
      See Notes to Financial Statements
      on page 19.
                                                   ------           -------
        TOTAL                                      $5,000           $12,475
                                                   ======           =======
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE V
                 ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES



INSTRUCTIONS:  Complete the following schedule listing accounts
               receivable from each associate company.  Where the
               service company has provided accommodation or convenience
               payments for associate companies, a separate listing of
               total payments for each associate company by subaccount
               should be provided.


                                                 BALANCE AT        BALANCE AT
                                                  BEGINNING           CLOSE
                                                   OF YEAR           OF YEAR
DESCRIPTION

ACCOUNT 146 -  ACCOUNTS RECEIVABLE FROM
               ASSOCIATE COMPANIES

  New England Electric System                      $  (219)         $   141
  Massachusetts Electric Company                     4,103            6,612
  New England Hydro-Trans. Electric Co., Inc.          188              176
  New England Hydro Transmission Corp.                  40               48
  New England Power Company                          5,687            7,993
  New England Electric Transmission Corp.               32               41
  Yankee Atomic Electric Company                       118              140
  Vermont Yankee Nuclear Power Corporation             128                3
  Granite State Electric Company                       309              462
  Narragansett Energy Resources Company                  7                2
  The Narragansett Electric Company                  1,748            2,693
  New England Energy Incorporated                      122               98
  New England Energy Resources, Inc.                     -               14
                                                   -------          -------
        TOTAL                                      $12,263          $18,423
                                                   =======          =======


                                                                      TOTAL
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:                  PAYMENTS

  New England Electric System                                        $   31
  Massachusetts Electric Company                                      1,338
  New England Hydro-Trans. Electric Co., Inc.                             1
  New England Hydro Transmission Corp.                                    3
  New England Power Company                                             452
  New England Electric Transmission Corp.                                 1
  Yankee Atomic Electric Company                                         73
  Granite State Electric Company                                         43
  Narragansett Energy Resources Company                                   -
  The Narragansett Electric Company                                     (21)
  New England Energy Incorporated                                         2
                                                                     ------
        TOTAL PAYMENTS                                               $1,923
                                                                     ======
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE VI
                       FUEL STOCK EXPENSES UNDISTRIBUTED



INSTRUCTIONS:  Report the amount of labor and expenses incurred with
               respect to fuel stock expenses during the year and
               indicate amount attributable to each associate company. 
               Under the section headed "Summary" listed below give an
               overall report of the fuel functions performed by the
               service company.

DESCRIPTION                              LABOR      EXPENSES       TOTAL

ACCOUNT 152 - FUEL STOCK EXPENSES
              UNDISTRIBUTED              None         None         None

                                         ----         ----         ----
              TOTAL                      None         None         None
                                         ====         ====         ====



SUMMARY:
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                 SCHEDULE VII
                         STORES EXPENSE UNDISTRIBUTED



INSTRUCTIONS:  Report the amount of labor and expenses incurred with respect
               to stores expense during the year and indicate amount
               attributable to each associate company.

DESCRIPTION                              LABOR      EXPENSES       TOTAL

ACCOUNT 163 - STORES EXPENSE
              UNDISTRIBUTED              None         None         None

                                         ----         ----         ----
              TOTAL                      None         None         None
                                         ====         ====         ====

<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                   For the Year Ended December 31, 1993
                              (In Thousands)

                               SCHEDULE VIII
                 MISCELLANEOUS CURRENT AND ACCRUED ASSETS



INSTRUCTIONS:  Provide detail of items in this account.  Items less than
               $10,000 may be grouped, showing the number of items in each
               group.

                                            BALANCE AT          BALANCE AT
                                             BEGINNING             CLOSE
DESCRIPTION                                   OF YEAR             OF YEAR

ACCOUNT 174 - MISCELLANEOUS CURRENT AND
              ACCRUED ASSETS                    None                None

                                                ----                ----
              TOTAL                             None                None
                                                ====                ====

<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                   For the Year Ended December 31, 1993
                              (In Thousands)

                                SCHEDULE IX
                       MISCELLANEOUS DEFERRED DEBITS



INSTRUCTIONS:  Provide detail of items in this account.  Items less than
               $10,000 may be grouped by class, showing the number of items
               in each class.


                                                   BALANCE AT    BALANCE AT
                                                    BEGINNING       CLOSE
DESCRIPTION                                          OF YEAR       OF YEAR


ACCOUNT 186 - MISCELLANEOUS DEFERRED DEBITS

  Unbilled Computer Information Systems Costs        $   -        $3,694
  Unbilled Shared Microwave System Expenses            (10)          (35)
  Unbilled Dispatching Expenses (REMVEC)              (156)         (128)
  Unbilled Transportation Expenses                     (74)           (6)
  Unbilled Heavy Equipment Expenses                     43           (35)
  Unbilled Overheads                                    54            20
  Unbilled Associated Company Costs                    107           238
  Unbilled RI Alarm Costs                               (8)           (1)
  Unbilled Providence Radio Replacement                  -            23
  Unbilled Sayles Hill Tower Replacement                 -             8
  Unbilled Salem Harbor Radio Additions                 22            23
  Unbilled Brayton Pt Microwave Improvements Costs      (1)           (1)
  Miscellaneous Expenses (8 items)                      49            17
                                                     -----        ------
            TOTAL                                    $  26        $3,817
                                                     =====        ======
<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                   For the Year Ended December 31, 1993
                              (In Thousands)

                                SCHEDULE X
            RESEARCH, DEVELOPMENT OR DEMONSTRATION EXPENDITURES



INSTRUCTIONS:  Provide a description of each material research,
               development, or demonstration project which incurred costs
               by the service corporation during the year.

DESCRIPTION                                                   AMOUNT

ACCOUNT 188 - RESEARCH, DEVELOPMENT, OR
              DEMONSTRATION EXPENDITURES                       None

                                                               ----
              TOTAL                                            None
                                                               ====

<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                   For the Year Ended December 31, 1993

                                SCHEDULE XI
                            PROPRIETARY CAPITAL


                                                             OUTSTANDING
                               NUMBER OF   PAR OR STATED   CLOSE OF PERIOD
ACCOUNT                         SHARES         VALUE       NO. OF    TOTAL
NUMBER    CLASS OF STOCK      AUTHORIZED     PER SHARE     SHARES   AMOUNT

201    COMMON STOCK ISSUED       4,000           $25          3       $75

INSTRUCTIONS: Classify amounts in each account with a brief explanation,
              disclosing the general nature of transactions which give rise
              to the reported amounts.

DESCRIPTION                                                       AMOUNT

ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL                     $1,350,000
              Capital contribution from New England                  
              Electric System,the holding company, 
              as authorized by SEC Release Number 
              35-21354 dated December 21, 1979.

ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS                       None
                                                                ----------
              TOTAL                                             $1,350,000
                                                                ==========


INSTRUCTIONS: Give particulars concerning net income or (loss) during the
              year, distinguishing between compensation for the use of
              capital owed or net loss remaining from servicing
              non-associates per the General Instructions of the Uniform
              Systems of Accounts.  For dividends paid during the year in
              cash or otherwise, provide rate percentage, amount of
              dividend, date declared and date paid.

                     BALANCE AT    NET INCOME                   BALANCE AT
                      BEGINNING        OR          DIVIDENDS       CLOSE
DESCRIPTION            OF YEAR       (LOSS)          PAID         OF YEAR

ACCOUNT 216 -
 UNAPPROPRIATED
 RETAINED EARNINGS    $162,009     $157,959 (A)    $162,009 (B)   $157,959
                      --------     --------        --------       --------
              TOTAL   $162,009     $157,959        $162,009       $157,959
                      ========     ========        ========       ========

(A)  Return on equity of 11.7% as authorized by SEC File #70-6353 amendment
     No. 9 dated July 27, 1992.

(B)    DATE         DATE       NO. OF        TOTAL
     DECLARED       PAID       SHARES      DIVIDEND

      2/17/93      4/01/93        3        $162,009
<PAGE>
<TABLE>                      ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                    For the Year Ended December 31, 1993
                                               (In Thousands)

                                                SCHEDULE XII
                                               LONG-TERM DEBT



INSTRUCTIONS:  Advances from associate companies should be reported separately for advances on notes, and
               advances on open account.  Names of associate companies from which advances were received
               shall be shown under the class and series of obligation column.  For Account 224 - Other
               long-term debt provide the name of creditor company or organization, terms of the obligation,
               date of maturity, interest rate, and the amount authorized and outstanding.


<CAPTION>
                TERMS OF OBLIG    DATE                        BALANCE AT                         BALANCE AT
NAME OF         CLASS & SERIES     OF    INTEREST    AMOUNT    BEGINNING            DEDUCTIONS      CLOSE
CREDITOR         OF OBLIGATION  MATURITY   RATE    AUTHORIZED   OF YEAR   ADDITIONS     (1)        OF YEAR
<S>                   <C>          <C>      <C>        <C>        <C>        <C>        <C>          <C>

ACCOUNT 223 -
 ADVANCES FROM
 ASSOCIATE
 COMPANIES:                                                      None                               None


ACCOUNT 224 -
 OTHER LONG-TERM
 DEBT:                                                           None                               None
                                                      ----       ----       ----       ----         ----
         TOTAL                                                   None                               None
                                                      ====       ====       ====       ====         ====



(1) Give an explanation of deductions:

         None
</TABLE>
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                 SCHEDULE XIII
                        CURRENT AND ACCRUED LIABILITIES



INSTRUCTIONS:  Provide balance of notes and accounts payable to each
               associate company.  Give description and amount of
               miscellaneous current and accrued liabilities.  Items
               less than $10,000 may be grouped, showing the number of
               items in each group.


                                              BALANCE AT     BALANCE AT
                                               BEGINNING        CLOSE
DESCRIPTION                                     OF YEAR        OF YEAR

ACCOUNT 233 -  NOTES PAYABLE TO ASSOCIATE
               COMPANIES                        $              $      

  See Notes to Financial Statements
  on Page 19.


                                                ------         -------
        TOTAL                                   $              $      
                                                ======         =======

ACCOUNT 234 -  ACCOUNTS PAYABLE TO ASSOCIATE
               COMPANIES

  Massachusetts Electric Company               $    87          $  162
  New England Power Company                         39              94
  Granite State Electric Company                     2               2
  The Narragansett Electric Company                  9              13
  New England Electric System                        -               2
                                               -------          ------
        TOTAL                                  $   137          $  273
                                                ======         =======

ACCOUNT 242 -  MISCELLANEOUS CURRENT AND
               ACCRUED LIABILITIES

  Accrued Pension Costs                        $(2,084)         $5,303
  Accrued Severance Costs                            -             371
  Group Insurance                                  111              41
  NEES Goals                                     2,828           3,575
  Commuter Use of Company Vehicles                 (11)            (18)
  Workman's Compensation Insurance                  40              94
  Municipal Taxes                                   15               -
  Property Under Capital Lease                   4,542           8,701
  Healthcare Costs                                   -             103
  Other                                              -              (8)
                                               -------          ------
        TOTAL                                  $ 5,441         $18,162
                                                ======         =======

<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                   For the Year Ended December 31, 1993

                               SCHEDULE XIV
                       NOTES TO FINANCIAL STATEMENTS

INSTRUCTIONS:  The space below is provided for important notes regarding
               the financial statements or any account thereof.  Furnish
               particulars as to any significant contingent assets or
               liabilities existing at the end of the year.  Notes relating
               to financial statements shown elsewhere in this report may
               be indicated here by reference.

    During 1981, certain subsidiaries of New England Electric System
established a money pool to more effectively utilize cash resources of
subsidiaries and to reduce outside short-term borrowings.  The SEC
authorized the establishment of the money pool in Release No. 35-21987.  In
1983, the terms were amended in Release No. 35-22900 to allow New England
Electric System to invest in the money pool.  In 1986, the terms were again
amended in Release No. 35-24232 to allow New England Energy Incorporated
and NEES Energy, Incorporated to invest in the money pool and New England
Electric Transmission Corporation to invest in and borrow from the money
pool.  In 1988, the terms were again amended in Release No. 35-24733 to
allow New England Hydro-Transmission Electric Company Incorporated and New
England Hydro-Transmission Corporation to invest in the money pool.  In
1992, the terms were again amended in Release No. 35-25483 to remove NEES
Energy, Incorporated from participation in the money pool, to allow New
England Hydro-Transmission Electric Company and New England Hydro-
Transmission Corporation to borrow from the money pool, to allow New
England Hydro Finance Company, Incorporated and Narragansett Energy
Resources Company to invest in the money pool and to divide the borrowing
members of the money pool into Group I and Group II, consisting of wholly
owned subsidiaries and non-wholly owned subsidiaries, respectively, with
different borrowing priorities.

    Short-term borrowing needs of subsidiaries are met first with available
funds of other subsidiaries.  Borrowing companies pay interest at a rate
designed to approximate the cost of outside short-term borrowings. 
Companies who invest in the pool share the interest earned on a basis
proportionate to their average monthly investment in the money pool.  Funds
may be withdrawn from or repaid to the pool at any time without prior
notice.

    New England Power Service Company was designated to administer the pool
as agent for the member companies.  The Company has classified pool
transactions of the member companies on a net basis in the current and
prior year balance sheets.

    At December 31, 1993 the detail of this pool was as follows:

Investments in the Pool:
  New England Electric System                  $ 1,900,000
  New England Hydro-Trans. Electric Co., Inc.   13,550,000
  New England Hydro Transmission Corp.           2,300,000
  New England Energy Incorporated                1,975,000
  New England Power Service Company             12,475,000
  Narragansett Energy Resources Company          5,100,000    $37,300,000
                                               -----------    ===========
Borrowings from the Pool:
  Massachusetts Electric Company                $8,350,000
  New England Electric Transmission                600,000
  Granite State Electric Company                   300,000
  The Narragansett Electric Company             19,725,000
  New England Power Company                      8,325,000    $37,300,000
                                               -----------    ===========
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                  SCHEDULE XV
                              STATEMENT OF INCOME


ACCOUNT           DESCRIPTION                      CURRENT         PRIOR
                                                    YEAR           YEAR

       INCOME

457    Services rendered to associate companies    $198,268     $164,939
458    Services rendered to nonassociate companies    2,913        3,452
421    Miscellaneous income or loss
                                                   --------     --------
                  TOTAL INCOME                      201,181      168,391
                                                   --------     --------

       EXPENSE

920    Salaries and wages                            89,002       95,406
921    Office supplies and expenses                  30,312       25,318
922    Administrative expense transferred - credit
923    Outside services employed                      4,097        1,863
924    Property insurance                                92          109
925    Injuries and damages                           2,397        3,014
926    Employee pensions and benefits                43,998       21,122
928    Regulatory commission expense                     91          194
930.1  General advertising expenses
930.2  Miscellaneous general expenses                     4            3
931    Rents                                         18,434       10,394
932    Maintenance of structures and equipment        3,403        2,358
403    Depreciation and amortization expense
408    Taxes other than income taxes                  7,658        7,969
409    Income taxes                                   3,760       (6,302)
410    Provision for deferred income taxes            1,015        7,183
411    Provision for deferred income taxes - credit  (4,780)      (1,259)
411.5  Investment tax credit                            (61)        (101)
426.1  Donations                                        156           99
426.5  Other deductions                                                 
427    Interest on long-term debt
430    Interest on debt to associate companies         (159)         (49)
431    Other interest expense                         1,604          908
                                                   --------     --------
                  TOTAL EXPENSE                     201,023      168,229
                                                   --------     --------
                  NET INCOME OR (LOSS)             $    158     $    162
                                                   ========     ========
<PAGE>
<TABLE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                              ANALYSIS OF BILLING

                              ASSOCIATE COMPANIES
                                  ACCOUNT 457

<CAPTION>
                                    DIRECT     INDIRECT  COMPENSATION   TOTAL
                                     COSTS       COSTS      FOR USE    AMOUNT
NAME OF ASSOCIATE COMPANY           CHARGED     CHARGED   OF CAPITAL   BILLED
                                     457-1       457-2       457-3
<S>                                   <C>         <C>         <C>        <C>

New England Electric System        $  1,807     $   170      $  2    $  1,979
Massachusetts Electric Company       52,422       9,050        42      61,514
New England Hydro-Transmission
 Electric Co., Inc.                   1,755         251         1       2,007
New England Hydro Transmission Corp.    377          61                   438
New England Power Company            77,495      18,715        82      96,292
New England Electric Transmission
 Corp.                                  478          43                   521
Yankee Atomic Electric Company          534          56                   590
Vermont Yankee Nuclear Power Corp.        6           2                     8
Granite State Electric Company        3,124         545         3       3,672
Narragansett Energy Resources Company    47          10                    57
The Narragansett Electric Company    25,348       4,763        22      30,133
New England Energy Incorporated         908         117         1       1,026
New England Energy Resources, Inc.       26           5                    31
                                   --------     -------      ----    --------
      TOTAL                        $164,327     $33,788      $153    $198,268
                                   ========     =======      ====    ========

</TABLE>
<PAGE>
<TABLE>
                             ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                    For the Year Ended December 31, 1993
                                               (In Thousands)

                                             ANALYSIS OF BILLING

                                           NONASSOCIATE COMPANIES
                                                 ACCOUNT 458
<CAPTION>
                                         DIRECT     INDIRECT   COMPENSATION             EXCESS        TOTAL
                                          COST        COST        FOR USE     TOTAL       OR         AMOUNT
NAME OF NONASSOCIATE COMPANY             CHARGED     CHARGED    OF CAPITAL    COST    DEFICIENCY     BILLED
                                          458-1       458-2        458-3                 458-4
<S>                                        <C>         <C>          <C>        <C>        <C>          <C>
1)  Mass Water Resource Authority        $   11        $  4                  $   15        $5        $   20
2)  REMVEC Billings                       2,837                               2,837                   2,837
3)  Enron Milford                            32           8                      40                      40
4)  Refuse Energy Systems                     5           2                       7                       7
5)  New Hampshire Yankee                     (1)                                 (1)                       
(1)
6)  NH Electric Cooperative                   2                                   2                       2
7)  Peabody Municipal Lighting Plant          1                                   1                       1
8)  N Attleboro Municipal Lighting Plant                  1                       1                       1
9)  Pontook Hydroelectric                     1           1                       2                       2
10) Hudson Light and Power                    2           1                       3                       3
11) Algonquin Gas Transm. Co.                 1                                   1                       1
                                         ------        ----         --       ------       ---        ------
            TOTAL                        $2,891        $ 17                  $2,908       $ 5        $2,913
                                         ======        ====         ==       ======       ===        ======

INSTRUCTION:  Provide a brief description of the services rendered to each nonassociated company:

1)  Meter installation                                        9)  Meter replacement
2)  Centralized Eastern N.E. Dispatching System              10)  Meter testing/programming
3)  Meter installation/testing                               11)  Construct access road
4)  Meter installation                                       
5)  Electrical equipment maintenance, instrumentation and    
     control work, mechanical work and siren pole removal    
6)  Meter installation                                       
7)  Meter testing                                            
8)  Energize meter                                           
</TABLE>
<PAGE>
<TABLE>                               ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                             For the Year Ended December 31, 1993
                                                        (In Thousands)

                                                         SCHEDULE XVI
                             ANALYSIS OF CHARGES FOR SERVICE ASSOCIATE AND NONASSOCIATE COMPANIES
<CAPTION>
                                       ASSOCIATE COMPANY CHARGES    NONASSOCIATE COMPANY CHARGES   TOTAL CHARGES FOR SERVICE
                                       -------------------------    ----------------------------   -------------------------
                                      DIRECT   INDIRECT              DIRECT    INDIRECT            DIRECT   INDIRECT
                                       COST      COST       TOTAL     COST       COST     TOTAL     COST      COST     TOTAL
<S>                                     <C>       <C>        <C>       <C>        <C>      <C>       <C>       <C>      <C>
920   Salaries and Wages             $ 75,117   $13,861   $ 88,978   $   24              $   24   $ 75,141  $13,861  $ 89,002
921   Office Supplies and Expenses     25,914     1,531     27,445    2,855       $12     2,867     28,769    1,543    30,312
922   Administrative Expense
        Transferred - Credit
923   Outside Services Employed         3,711       386      4,097                                   3,711      386     4,097
924   Property Insurance                    3        89         92                                       3       89        92
925   Injuries and Damages                213     2,183      2,396                  1         1        213    2,184     2,397
926   Employee Pensions and Benefits   37,118     6,869     43,987        9         2        11     37,127    6,871    43,998
928   Regulatory Commission Expense        87         4         91                                      87        4        91
930.1 General Advertising Expenses
930.2 Miscellaneous General Expenses                  4          4                                                4         4
931   Rents                            14,826     3,607     18,433                  1         1     14,826    3,608    18,434
932   Maintenance of Structures
        and Equipment                     187     3,216      3,403                                     187    3,216     3,403
403   Depreciation and Amortization
        Expense
408   Taxes Other Than Income Taxes     6,462     1,192      7,654        3         1         4      6,465    1,193     7,658
409   Income Taxes                                3,755      3,755                  5         5               3,760     3,760
410   Provision for Deferred Income
        Taxes                                     1,014      1,014                  1         1               1,015     1,015
411   Provision for Deferred Income
        Taxes - Credit                           (4,774)    (4,774)                (6)       (6)             (4,780)   (4,780)
411.5 Investment Tax Credit                         (61)       (61)                                             (61)      (61)
426.1 Donations                             2       154        156                                       2      154       156
426.5 Other Deductions
427   Interest on Long-Term Debt
431   Other Interest Expense              687       917      1,604                                     687      917     1,604
                                     --------   -------   --------   ------      ----    ------   --------  -------  --------
        TOTAL EXPENSES               $164,327   $33,947    198,274   $2,891       $17     2,908   $167,218  $33,964   201,182
                                     ========   =======   --------   ======      ====    ------   ========  =======  --------
      Compensation for use of
        Equity Capital                                         153                            5                           158
                                                          --------                       ------                      --------
430   Interest on Debt to
        Associate Companies                                   (159)                           -                          (159)
                                                          --------                       ------                      --------
        TOTAL COST OF SERVICE                             $198,268                       $2,913                      $201,181
                                                          ========                       ======                      ========
      INSTRUCTION:  Total cost of service will equal for associate and nonassociate companies the total amount billed under
                    their separate analysis of billing schedules.
</TABLE>
<PAGE>
<TABLE>                               ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                             For the Year Ended December 31, 1993
                                                        (In Thousands)

                                                         SCHEDULE XVII
                              SCHEDULE OF EXPENSE DISTRIBUTION BY DEPARTMENT OR SERVICE FUNCTION

<CAPTION>
                                                       TOTAL
      DESCRIPTION OF ITEMS                            AMOUNT   OVERHEAD     01        02        03         04        05
                                                      ------   --------   ------    ------    ------     ------    ------
<S>                                                     <C>       <C>       <C>       <C>       <C>        <C>       <C>
920   Salaries and wages                            $ 89,002              $4,705     $434       $445    $10,547    $1,578
921   Office supplies and expenses                    30,312               1,453      160        578      2,475       780
922   Administrative expense transferred - credit
923   Outside services employed                        4,097                 137       47                     4
924   Property insurance                                  92
925   Injuries and damages                             2,397                 127                              1
926   Employee pensions and benefits                  43,998                 (21)                            37
928   Regulatory commission expense                       91                                       1
930.1 General advertising expenses
930.2 Miscellaneous general expense                        4
931   Rents                                           18,434                  10                           (988)    1,548
932   Maintenance of structures and equipment          3,403                                     179          2         1
403   Depreciation and amortization expense
408   Taxes other than income taxes                    7,658
409   Income taxes                                     3,760    $3,760
410   Provision for deferred income taxes              1,015     1,015
411   Provision for deferred income taxes - credit    (4,780)   (4,780)
411.5 Investment tax credit                              (61)      (61)
426.1 Donations                                          156                  (1)
426.5 Other deductions
427   Interest on long-term debt
430   Interest on debt to associate companies           (159)
431   Other interest expense                           1,604
                                                    --------   -------    ------     ----     ------    -------    ------
                  TOTAL EXPENSES                    $201,023    $  (66)   $6,410     $641     $1,203    $12,078    $3,907
                                                    ========   =======    ======     ====     ======    =======    ======


INSTRUCTION:  Indicate each department or service function.  (see Instruction 01-3 General Structure of
              Accounting System: Uniform System of Accounts)

</TABLE>
<PAGE>
<TABLE>                               ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                             For the Year Ended December 31, 1993
                                                        (In Thousands)

                                                   SCHEDULE XVII - CONTINUED

<CAPTION>
ACCOUNT
NUMBER      06         07        08         09         10         11         12        13         14         15         16
- -------   -------    -------   -------    -------    -------    -------    -------   -------    -------    -------    -------
<S>           <C>       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>
920        $1,883      $190    $ 2,853    $12,683     $3,375      $775       $844    $28,778   $  1,704     $  871    $ 9,075
921           831        59      1,850     12,046      1,547        93        138      4,176        385        177      1,780
922
923             7       111      1,438      1,642         14                    3        118                               26
924                                                                                                  92
925                                                                            37         80      2,180                      
926             4               35,571         26         28         2                    20      6,850         10      1,440
928                                                                 28          3          3          7                      
930.1
930.2                                3                                                                1
931             1                    8     16,229          6                             643          3                     2
932           144                    9      2,171                                        301         86                   451
403
408                                                                                       60          1                 7,597
409
410
411
411.5
426.1                              113                                                                                     44
426.5
427
430                                                                                                                          
(159)
431                                                                                                  11                 1,593
           ------      ----    -------    -------     ------      ----     ------    -------    -------     ------    -------
           $2,870      $360    $41,845    $44,797     $4,970      $898     $1,025    $34,179    $11,320     $1,058    $21,849
           ======      ====    =======    =======     ======      ====     ======    =======    =======     ======    =======

</TABLE>
<PAGE>
<TABLE>                               ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                             For the Year Ended December 31, 1993
                                                        (In Thousands)

                                                   SCHEDULE XVII - CONTINUED
<CAPTION>

ACCOUNT
NUMBER      17         18        19         20         21
- -------   -------    -------   -------    -------    -------    -------    -------   -------    -------    -------    -------
<S>           <C>       <C>        <C>        <C>        <C>       <C>        <C>        <C>        <C>        <C>        <C>
920        $1,012    $  472     $1,132     $2,398     $3,248
921           185        30        222        923        424
922
923                      89          9                   452
924              
925                                             1        (29)
926                                  3          4         24
928                                  1                    48
930.1
930.2            
931                                           970          2
932                      54                     5           
403
408                        
409
410
411
411.5
426.1
426.5
427
430
431
           ------    ------     ------     ------     ------    ------       ----     ------     ------     ------     ------
           $1,197    $  645     $1,367     $4,301     $4,169
           ======    ======     ======     ======     ======    ======       ====     ======     ======     ======     ======

</TABLE>
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                       DEPARTMENTAL ANALYSIS OF SALARIES
                                  ACCOUNT 920



                                     DEPARTMENTAL SALARY EXPENSE
NAME OF DEPARTMENT                  INCLUDED IN AMOUNTS BILLED TO     NUMBER
                                   -------------------------------   PERSONNEL
Indicate each dept. or      TOTAL  PARENT      OTHER        NON       END OF
service function           AMOUNT  COMPANY  ASSOCIATES  ASSOCIATES     YEAR

01 Management             $ 4,705    $410     $ 4,295      $             47
02 Research &
    Development               434       3         431                     6
03 Customer Service           445                 445                    14
04 Engineering             10,547       3      10,542         2         160
05 REMVEC                   1,578               1,578                    24
06 Purchase Material
     Management             1,883      19       1,864                    41
07 Labor Relations            190                 190                     3
08 Human Resources          2,853       9       2,844                    32
09 Information Services    12,683       5      12,662        16         191
10 Demand Side Management   3,375      10       3,365                    60
11 Rates                      775       2         773                    13
12 Environmental              844       6         838                    13
13 Construction            28,778       5      28,768         5         484
14 Treasury/Financial       1,704      45       1,659                    21
15 Financial Forecasting      871                 871                    13
16 Corporate Accounting     9,075      36       9,039                   186
17 Fuel Procurement         1,012               1,012                    16
18 Internal Audit             472                 472                    12
19 Planning & Power
    Supply                  1,132       8       1,124                    18
20 Transmission
    Distribution
    Supervision             2,398               2,397         1         125
21 Corporate Legal          3,248      68       3,180                    47
                          -------    ----     -------      ----       -----
     TOTAL                $89,002    $629     $88,349      $ 24       1,526
                          =======    ====     =======      ====       =====


<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                           OUTSIDE SERVICES EMPLOYED
                                  ACCOUNT 923



INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed. 
               If the aggregate amounts paid to any one payee and included
               within one subaccount is less than $25,000, only the aggregate
               number and amount of all such payments included within the
               subaccount need be shown.  Provide a subtotal for each type of
               service.


                                                   RELATIONSHIP
                                                  "A"- ASSOCIATE
FROM WHOM PURCHASED           ADDRESS           "NA"- NON ASSOCIATE   AMOUNT


AUDITING SERVICES
  Coopers & Lybrand        1 Post Office Square          NA          $   141
                           Boston, MA  02109
                                                                      ------
LEGAL SERVICES
  Downs, Rachlin & Martin  100 Dorset Street             NA               61
                           Burlington, VT  05401-6293

  Joyce & Joyce            22 Beacon Street              NA               45
                           Boston, MA  02108

  Bowditch & Dewey         311 Main Street               NA               46
                           Worcester, MA  01608

  Swidler & Berlin         300 K Street NW               NA              109
                           Worcester, MA 01608

  Palmer & Dodge           One Beacon Street             NA               45
                           Boston, MA 02108

  Glenn Dawson             101 Tremont Street            NA               75
                           Boston, MA 02108

  Miller & Chevalier       655 Fifteenth Street NW       NA               52
                           Metropolitan Square
                           Washington, DC 20005

  Thirteen Vendors                                       NA               69
  (Each Under $25,000)                                                ------

                           TOTAL LEGAL SERVICES                          502
                                                                      ------

OTHER SERVICES
  The Ayco Corporation     One Wall Street               NA               68
                           Albany, NY  12205

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                     OUTSIDE SERVICES EMPLOYED - CONTINUED
                                  ACCOUNT 923


                                                    RELATIONSHIP
                                                   "A"- ASSOCIATE
FROM WHOM PURCHASED           ADDRESS            "NA"- NON ASSOCIATE    AMOUNT

  Reliance Systems         40 Washington Street           NA               76
                           Wellesley Hills, MA  02181

  Paul L. Joskow           7 Chilton Street               NA               30
                           Brookline, MA  02146

  George Sasdi             24 Hawthorne Avenue            NA               47
                           Newton, MA  02166

  MSB Energy Associates    7507 Hubbard Avenue            NA               65
                           Suite 200
                           Middleton, WI 53562

  Texas Instruments        P.O. Box 10013                 NA            1,116
                           Atlanta, GA 30384

  Mercer Management        P.O. Box 3800-28               NA              587
                           Boston, MA  02241

  New Boston Systems       146 Bowdoin Street             NA               75
                           Boston, MA  02108

  William Mercer, Inc.     P.O. Box 6010                  NA               95
                           Boston, MA  02212

  Joseph Chaisson          Rd #1, Box 285                 NA               31
                           Allen Point Road
                           South Harpswell, ME 04079

  Lee Hecht Harrison       4310 Prudential Tower          NA              520
                           Boston, MA 02199

  Geraghty & Miller, Inc.  P.O. Box 19263                 NA               66
                           Newark, NJ 07195

  Cambridge Reporting      955 Mass Avenue                NA               34
                           Cambridge, MA 02139

  Clean Air Capitol Market 1250 24th Street NW            NA               56
                           Suite 300
                           Washington, DC 20037

  Command Systems, Inc.    One Corporate Center           NA               89
                           15th Floor
                           Hartford, CT 06103
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                     OUTSIDE SERVICES EMPLOYED - CONTINUED
                                  ACCOUNT 923


                                                    RELATIONSHIP
                                                   "A"- ASSOCIATE
FROM WHOM PURCHASED           ADDRESS            "NA"- NON ASSOCIATE    AMOUNT

  Towers, Perrin, Forster  P.O. Box 8500, S-6110          NA           $  120
    and Crosby             Philadelphia, PA 19178

  Keane, Inc.              P.O. Box 4201                  NA              191
                           Boston, MA 02211

  Thirty-seven Vendors                                    NA              188
  (Each Under $25,000)
                                                                       ------
            TOTAL OTHER SERVICES                                        3,454
                                                                       ------
                           GRAND TOTAL                                 $4,097
                                                                       ======

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                        EMPLOYEE PENSIONS AND BENEFITS
                                  ACCOUNT 926



INSTRUCTIONS:  Provide a listing of each pension plan and benefit program
               provided by the service company.  Such listing should be
               limited to $25,000.


               DESCRIPTION                                       AMOUNT

               Pensions                                        $  9,385
               Early Retirement Program                          11,343
               Postretirement Benefits Other than Pensions       13,205
               Group Insurance Premiums                             628
               Executive Life Insurance                          (1,252)
               Medical Insurance Premiums                         6,521
               Employee Publications                                241
               Employee Health Program                              250
               Employee Educational Aid                             216
               Employee Thrift Plan                               2,381
               Employee Occupational Health Service                 215
               Employee Benefits Administration                     579
               Cafeteria                                            214
               Miscellaneous (Each Under $25,000)                    72
                                                                -------
                        TOTAL                                   $43,998
                                                                =======

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                         GENERAL ADVERTISING EXPENSES
                                 ACCOUNT 930.1



INSTRUCTIONS:  Provide a listing of the amount included in Account 930.1,
               "General Advertising Expenses", classifying the items according
               to the nature of the advertising and as defined in the account
               definition.  If a particular class includes an amount in excess
               of $3,000 applicable to a single payee, show separately the
               name of the payee and the aggregate amount applicable thereto.


               DESCRIPTION          NAME OF PAYEE             AMOUNT

                                                               None
                                                               ----
                        TOTAL                                  None
                                                               ====

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                        MISCELLANEOUS GENERAL EXPENSES
                                 ACCOUNT 930.2



INSTRUCTIONS:  Provide a listing of the amount included in Account 930.2,
               "Miscellaneous General Expenses", classifying such expenses
               according to their nature.  Payments and expenses permitted by
               Sections 321(b)(2) of the Federal Election Campaign Act,
               as amended by Public Law 94-283 in 1976 (2 U.S.C. Section
               441(b)(2)) shall be separately classified.


               DESCRIPTION                                  AMOUNT

               Membership Dues - Company                     $ 4
                                                             ---
                        TOTAL                                $ 4
                                                             ===
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                     RENTS
                                  ACCOUNT 931



INSTRUCTIONS: Provide a listing of the amount included in Account 931,
              "Rents", classifying such expenses by major groupings of
              property, as defined in the account definition of the Uniform
              System of Accounts.

               TYPE OF PROPERTY                                AMOUNT

               Building Rents                                  $ 1,645

               Office Equipment                                    870

               Microwave and Telemetering Equipment                704

               Computers                                         7,233

               Word Processing Equipment                            33

               Transportation Equipment                            966

               Capital Lease - Computer Information Systems      6,983
                                                               -------
                              TOTAL                            $18,434
                                                               =======

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                         TAXES OTHER THAN INCOME TAXES
                                  ACCOUNT 408



INSTRUCTIONS:  Provide an analysis of Account 408, "Taxes Other Than Income
               Taxes".  Separate the analysis into two groups: (1) other than
               U.S. Government taxes, and (2) U.S. Government taxes.  Specify
               each of the various kinds of taxes and show the amounts
               thereof.  Provide a subtotal for each class of tax.


               KIND OF TAX                                           AMOUNT

               1) OTHER THAN U.S. GOVERNMENT TAXES
                    State Unemployment                               $1,405
                    Municipal - Motor Vehicle Excise                     47
                    Use & Fuel - Motor Vehicle Excise                     8
                                                                     ------
                              SUBTOTAL                                1,460
                                                                     ------
               2) U.S. GOVERNMENT TAXES
                    Federal Unemployment                                 74
                    Federal Insurance Contribution Act - Company      6,119
                    Miscellaneous                                         5
                                                                     ------
                              SUBTOTAL                                6,198
                                                                     ------
                              TOTAL                                  $7,658
                                                                     ======
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                                   DONATIONS
                                 ACCOUNT 426.1



INSTRUCTIONS:  Provide a listing of the amount included in Account 426.1,
               "Donations", classifying such expenses by its purpose.  The
               aggregate number and amount of all items of less than $3,000
               may be shown in lieu of details.


NAME OF RECIPIENT             PURPOSE OF DONATION                 AMOUNT

W.G.B.H.                      Matching Gifts Program                $ 9

Worcester Polytechnic
 Institute                    Matching Gifts Program                  5

United Way                    Matching Gifts Program                 35

Woods Hole Oceanographic
 Institute                    Matching Gifts Program                  6

St. John's Seminary           Matching Gifts Program                  5

Miscellaneous (406 Items)     Matching Gifts Program
 (Each Vendor Under $3,000)   for colleges, universities,
                              and other charitable
                              organizations                          96
                                                                   ----
                              TOTAL                                $156
                                                                   ====

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993
                                (In Thousands)

                               OTHER DEDUCTIONS
                                 ACCOUNT 426.5



INSTRUCTIONS:  Provide a listing of the amount included in Account
               426.5, "Other Deductions", classifying such expenses
               according to their nature.


               DESCRIPTION               NAME OF PAYEE            AMOUNT

                                                                   None
                                                                   ----
                        TOTAL                                      None
                                                                   ====

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993

                                SCHEDULE XVIII
                         NOTES TO STATEMENT OF INCOME



INSTRUCTIONS:  The space below is provided for important notes regarding
               the statement of income or any account thereof.  Furnish
               particulars as to any significant increase in services
               rendered or expenses incurred during the year.  Notes
               relating to financial statements shown elsewhere in this
               report may be indicated here by reference.


                        No Significant Notes
<PAGE>
<TABLE>
                                      ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY
                                                      ORGANIZATION CHART

                                             For the Year Ended December 31, 1993

<CAPTION>
                                                     Chairman NEES
                                                           !  (01)
                                                           !
                                              President & Chief Executive
                                                     Officer NEES
                                                           !  (01)
                                                           !
           -------------------------------------------------------------------------------------------------
<S>                  <C>                  <C>                          <C>                  <C>
                     !                      !                          !                      !
                   Vice                   Sr. Vice                   Sr. Vice               Vice
                   President              President                  President              President
                   NEES                   Finance - NEES             NEES                   NEES
                                          President - NEPSCo
                     !  (01)                !  (01)                    ! (01)                 !  (01)
                     !                      !                          !                      !
                     -Customer Service      -Human Resources           -Environmental         -Research &
                     !  (03)                !  (08)                    ! (12)                  Development
                     !                      !                          !                      !  (02)      
                     -Engineering           -Information Services      -Corporate Legal       !
                     !  (04)                !  (09)                    ! (21)                 -Engineering
                     !                      !                                                 !  (04)
                     -Purchase Material     -Rates                                            !
                      Management            !  (11)                                           -REMVEC
                     !  (06)                !                                                 !  (05)
                     !                      -Treasury/Financial                               !
                     -Demand Side           !  (14)                                           -Labor Relations
                      Management            !                                                 !  (07)
                     !  (10)                -Financial Forecasting                            !
                     !                      !  (15)                                           -Environmental
                     -Transmission          !                                                 !  (12)
                      Distribution          -Corporate Accounting                             !
                      Supervision           !  (16)                                           -Construction
                        (20)                !                                                 !  (13)
                                            -Internal Audit                                   !
                                               (18)                                           -Fuel Procurement
                                                                                              !  (17)
                                                                                              !
                                                                                              -Planning &
                                                                                               Power Supply
                                                                                                 (19)
The numbers that appear with Department are a cross reference to Page 27.
</TABLE>
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993

                             METHODS OF ALLOCATION



               Inventory, less fuel

               Microwave air line circuit miles

               Number of employees

               Number of customers

               Number of meters in service

               Adjusted gross revenue

               Number of purchase orders

               Archive space occupied

               Number of budget reports

               Budgeted transmission/distribution
               operation and maintenance expenditures

               Budgeted transmission/distribution
               capital expenditures

               Number of aerial devices

               Average of number of purchase orders issued,
               number of checks processed and inventory balances

               Total billings to associated companies for
               services rendered (excluding convenience
               payments)
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993

          ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED

    As authorized by Commission's File No. 70-6353 and amendment No. 9
dated July 27, 1992, New England Power Service Company included in its
service charge to customers for the year 1993 the amount of $157,959.00. 
The following is a schedule indicating a breakdown of this billing:

                               Associated      Non-Associated
                                Companies         Companies           Total
                               ----------      --------------        -------

Total Compensation              $157,894            $   65          $157,959

Excess of Revenues Billed
   Over Costs Incurred to
   Non-Associated Companies       (5,106)            5,106                 0
                                --------            ------          --------
Compensation for Use of
   Equity Capital Billed        $152,788            $5,171          $157,959
                                ========            ======          ========


   The Company is authorized by this order and amendment thereto to use a rate
of return on Common Equity of New England Power Company as authorized in FERC
proceedings.  The calculation of the authorized amount is as follows:

   Common Equity:

      Capital Contribution from NEES                              $1,350,000
      Common Shares                                                       75
                                                                  ----------
                                                                  $1,350,075
                                                                  ==========

      Amount of Equity return

      January - December @ 11.7%                                  $  157,959
                                                                  ==========

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1993

                               SIGNATURE CLAUSE



      
      Pursuant to the requirements of the Public Utility Holding Company
      Act of 1935 and the rules and regulations of the Securities and
      Exchange Commission issued thereunder, the undersigned company has
      duly caused this report to be signed on its behalf by the
      undersigned officer thereunto duly authorized.



                       New England Power Service Company
                       ---------------------------------
                          (Name of Reporting Company)




                                               s/ H. W. McDowell
                                      By:
                                          -------------------------------
                                          (Signature of Signing Officer)




                          H. W. McDowell, Controller
                  -------------------------------------------
                  (Printed Name and Title of Signing Officer)





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