NEW ENGLAND POWER SERVICE CO
U-13-60, 1995-05-12
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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, 1994 and Ending December 31, 1994


                                  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       28-31
  Employee pensions and benefits                 Account 926          32
  General advertising expenses                   Account 930.1        33
  Miscellaneous general expenses                 Account 930.2        34
  Rents                                          Account 931          35
  Taxes other than income taxes                  Account 408          36
  Donations                                      Account 426.1        37
  Other deductions                               Account 426.5        38
  Notes to statement of income                   Schedule XVIII       39

               LISTING OF INSTRUCTIONAL FILING REQUIREMENTS
                                                                     Page
Description of Reports or Statements                                Number

ORGANIZATION CHART                                                    40

METHODS OF ALLOCATION                                                 41

ANNUAL STATEMENT OF COMPENSATION FOR USE OF CAPITAL BILLED            42

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY 

                     For the Year Ended December 31, 1994
                                (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)              $29,103     $27,229
107   Construction work in progress (Schedule II)                            
                                                      ----------- -----------
            Total Property                                 29,103      27,229
                                                      ----------- -----------
108   Less accumulated provision for depreciation
        and amortization of service
        company property  (Schedule III)                      138         138
                                                      ----------- -----------
            Net Service Company Property                   28,965      27,091
                                                      ----------- -----------
      INVESTMENTS
123   Investments in associate companies (Schedule IV)
124 &
128   Other Investments (Schedule IV)                      15,093       4,102
                                                       ----------  ----------
            Total Investments                              15,093       4,102
                                                       ----------  ----------
      CURRENT AND ACCRUED ASSETS
131   Cash                                                    347          57
134   Special deposits                                        107         107
135   Working funds                                            89          73
136   Temporary cash investments (Schedule IV)                  0      12,475
141   Notes receivable from associate companies
        (Money Pool)
143   Accounts receivable                                   2,963         218
144   Accumulated provision of uncollectible accounts
146   Accounts receivable from associate companies
        (Schedule V)                                       31,995      18,423
152   Fuel stock expenses undistributed (Schedule VI)
154   Materials and supplies                                    7          26
163   Stores expense undistributed (Schedule VII)
165   Prepayments                                           6,384       9,798
174   Miscellaneous current and accrued assets
        (Schedule VIII)
                                                       ----------  ----------
            Total Current and Accrued Assets               41,892      41,177
                                                       ----------  ----------
      DEFERRED DEBITS
181   Unamortized debt expense
184   Clearing accounts
186   Miscellaneous deferred debits (Schedule IX)           2,479       3,817
188   Research, development, or demonstration
        expenditures (Schedule X)
190   Accumulated deferred income taxes                     4,348       5,891
                                                       ----------  ----------
            Total Deferred Debits                           6,827       9,708
                                                       ----------  ----------
            TOTAL ASSETS AND OTHER DEBITS                 $92,777     $82,078
                                                             ====        ====
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994 
                                (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        158
                                                        ---------  ---------
            Total Proprietary Capital                       1,508      1,508
                                                        ---------  ---------
            
      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                                     15,318      9,920
233   Notes payable to associate companies
        (Schedule XIII)                                     4,950
234   Accounts payable to associate companies
        (Schedule XIII)                                       971        273
236   Taxes accrued                                           944        139
237   Interest accrued                                         16
238   Dividends declared
241   Tax collections payable                                 273         98
242   Miscellaneous current and accrued
        liabilities (Schedule XIII)                        15,672     18,162
                                                        ---------  ---------
            Total Current and Accrued Liabilities          38,144     28,592
                                                        ---------  ---------
      DEFERRED CREDITS
253   Other deferred credits                               53,099     51,913
255   Accumulated deferred investment tax credits              26         65
                                                        ---------  ---------
            Total Deferred Credits                         53,125     51,978
                                                        ---------  ---------
282   ACCUMULATED DEFERRED INCOME TAXES
                                                        ---------  ---------
            TOTAL LIABILITIES AND PROPRIETARY CAPITAL     $92,777    $82,078
                                                             ====       ====
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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)    $27,188       $1,874                           $29,062
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     27,229        1,874                            29,103
                     --------     --------      ----       -----   ---------

107  Construction
      Work in
      Progress (4)
                    ---------     --------     -----    --------   ---------
         TOTAL        $27,229       $1,874                           $29,103
                         ====          ===        ==         ===        ====



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

              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994 
                                (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                           $1,874           28,965
                                             -----------      -----------
            TOTAL                                 $1,874          $29,062
                                                    ====             ====



(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, 1994
                                (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, 1994
                                (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 & 128 - OTHER INVESTMENTS

    Supplemental Retirement Plan Trust Fund        $    -           $10,000

    General American Life Insurance Company -       2,656             3,134
      Net Cash Surrender Value
        
    Confederation Life Insurance Company -          1,066             1,623
      Net Cash Surrender Value

        Aurora National Life Insurance Company
      Net Cash Surrender Value                          -               272

    Pacific Mutual Life Insurance Company             380                64
      Deferred Compensation - Life Insurance
      Investments & Net Cash Surrender Value
                                                 --------        ----------
        TOTAL                                      $4,102           $15,093
                                                      ===              ====

ACCOUNT 136 - TEMPORARY CASH INVESTMENTS          $12,475            $    0
      See Notes to Financial Statements
      on page 19.
                                               ----------           -------
        TOTAL                                     $12,475             $   0
                                                     ====               ===
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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                      $   141          $   196
  Massachusetts Electric Company                     6,612           10,085
  New England Hydro-Trans. Electric Co., Inc.          176              395
  New England Hydro Transmission Corp.                  48              148
  New England Power Company                          7,993           15,745
  New England Electric Transmission Corp.               41              104
  Yankee Atomic Electric Company                       140               42
  Vermont Yankee Nuclear Power Corporation               3                0
  Granite State Electric Company                       462              660
  Narragansett Energy Resources Company                  2                8
  The Narragansett Electric Company                  2,693            4,177
  New England Energy Incorporated                       98              233
  New England Energy Resources, Inc.                    14              202
                                                 ---------        ---------
        TOTAL                                      $18,423          $31,995
                                                      ====             ====
                                                                      TOTAL
ANALYSIS OF CONVENIENCE OR ACCOMMODATION PAYMENTS:                  PAYMENTS

  New England Electric System                                        $   21
  Massachusetts Electric Company                                      2,000
  New England Hydro-Trans. Electric Co., Inc.                           133
  New England Hydro Transmission Corp.                                    9
  New England Power Company                                           1,582
  New England Electric Transmission Corp.                                 -
  Yankee Atomic Electric Company                                         65
  Granite State Electric Company                                         80
  Narragansett Energy Resources Company                                   -
  The Narragansett Electric Company                                     905
  New England Energy Incorporated                                        18
                                                                   --------
        TOTAL PAYMENTS                                               $4,813
                                                                        ===
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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, 1994
                                (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, 1994
                              (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, 1994
                              (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        $1,213
  Unbilled Microwave Improvements                        -           624
  Deferred Radio Expenses                                -           377
  Employee House Purchased                               -           100
  Deferred Renovation Expenses                           -           357
  Unbilled Shared Microwave System Expenses            (35)          (53)
  Unbilled Dispatching Expenses (REMVEC)              (128)          (77)
  Unbilled Heavy Equipment Expenses                    (35)           50
  Unbilled Overheads                                    20          (123)
  Unbilled Associated Company Costs                    238             -
  Unbilled Providence Radio Replacement                 23             -
  Unbilled Salem Harbor Radio Additions                 23             -
  Miscellaneous Expenses (11 items)                     17            11
                                                 ---------     ---------
            TOTAL                                   $3,817        $2,479
                                                      ====          ====
<PAGE>
            ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                   For the Year Ended December 31, 1994
                              (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, 1994

                                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    $157,959     $157,959 (A)    $157,959 (B)   $157,959
                    ----------   ----------      ----------      ---------
              TOTAL   $157,959     $157,959        $157,959       $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

      2/28/94      4/01/94        3        $157,959
<PAGE>
<TABLE>
                             ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                                    For the Year Ended December 31, 1994
                                               (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, 1994
                                (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                       $               $       4,950

  See Notes to Financial Statements
  on Page 19.

                                                  ----------     -----------
        TOTAL                                   $               $      4,950
                                                        ====            ====

ACCOUNT 234 -  ACCOUNTS PAYABLE TO ASSOCIATE
               COMPANIES

  Massachusetts Electric Company                  $      162    $        440
  New England Power Company                               94             437
  Granite State Electric Company                           2               2
  The Narragansett Electric Company                       88              88
  New England Hydro Transmission Electric Co., Inc.        -               4
  New England Electric System                              2               2
                                                  ----------     -----------
        TOTAL                                      $     273    $        971
                                                        ====            ====

ACCOUNT 242 -  MISCELLANEOUS CURRENT AND
               ACCRUED LIABILITIES

  Accrued Pension Costs                            $   5,303     $    (2,337)
  Accrued Severance Costs                                371              17
  Group Insurance                                         41              21
  NEES Goals                                           3,575           2,896
  Commuter Use of Company Vehicles                       (18)            (19)
  Workman's Compensation Insurance                        94             265
  Postemployment Benefits                                  -           3,466
  Property Under Capital Lease                         8,701          11,658
  Healthcare Costs                                       103            (295)
  Other                                                   (8)              -
                                                  ----------     -----------
        TOTAL                                       $ 18,162      $   15,672
                                                        ====            ====
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994

                                 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 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 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 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, 1994 the detail of this pool was as follows:

Investments in the Pool:
  New England Electric System                  $24,800,000
  New England Hydro-Trans. Electric Co., Inc.    3,850,000
  New England Hydro Transmission Corp.             775,000
  New England Electric Transmission                325,000
  New England Energy Incorporated                1,350,000
  Narragansett Energy Resources Company          1,600,000    $32,700,000
                                            --------------         ======
Borrowings from the Pool:
  Massachusetts Electric Company               $ 8,650,000
  Granite State Electric Company                 2,525,000
  New England Power Company                     16,575,000
  New England Power Service Company              4,950,000    $32,700,000
                                            --------------         ======
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (In Thousands)

                                  SCHEDULE XV
                              STATEMENT OF INCOME


ACCOUNT           DESCRIPTION                          CURRENT        PRIOR
                                                        YEAR          YEAR

       INCOME

457    Services rendered to associate companies       $220,618      $198,268
458    Services rendered to nonassociate companies       2,432         2,913
421    Miscellaneous income or loss
                                                   -----------   -----------
                  TOTAL INCOME                         223,050       201,181
                                                   -----------   -----------

       EXPENSE

920    Salaries and wages                               89,269        89,002
921    Office supplies and expenses                     53,199        30,312
922    Administrative expense transferred - credit
923    Outside services employed                         4,397         4,097
924    Property insurance                                    9            92
925    Injuries and damages                              2,606         2,397
926    Employee pensions and benefits                   37,287        43,998
928    Regulatory commission expense                       166            91
930.1  General advertising expenses
930.2  Miscellaneous general expenses                       67             4
931    Rents                                            24,784        18,434
932    Maintenance of structures and equipment           3,046         3,403
403    Depreciation and amortization expense
408    Taxes other than income taxes                     7,645         7,658
409    Income taxes                                     (2,104)       (6,302)
410    Provision for deferred income taxes               1,960         1,015
411    Provision for deferred income taxes - credit       (417)       (4,780)
411.5  Investment tax credit                               (39)          (61)
426.1  Donations                                           180           156
426.5  Other deductions
427    Interest on long-term debt
430    Interest on debt to associate companies            (416)         (159)
431    Other interest expense                            1,253         1,604
                                                   -----------   -----------
                  TOTAL EXPENSE                        222,892       201,023
                                                   -----------   -----------
                  NET INCOME OR (LOSS)              $      158    $      158
                                                          ====          ====
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (In Thousands)

                              ANALYSIS OF BILLING

                              ASSOCIATE COMPANIES
                                  ACCOUNT 457


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


New England Electric System        $  1,711     $   184      $  1   $  1,896
Massachusetts Electric Company       61,008      10,054        40     71,102
New England Hydro-Transmission
 Electric Co., Inc.                   1,551         222         1      1,774
New England Hydro Transmission Corp.    461          61                  522
New England Power Company            86,642      18,864        76    105,582
New England Electric Transmission
 Corp.                                  467          55                  522
Yankee Atomic Electric Company          160          36                  196
Vermont Yankee Nuclear Power Corp.       (3)                              (3)
Granite State Electric Company        3,706         679         2      4,387
Narragansett Energy Resources Company    38           8                   46
The Narragansett Electric Company    27,133       5,288        20     32,441
New England Energy Incorporated         946         109                1,055
New England Energy Resources, Inc.      869         228         1      1,098
                                   --------     -------      ----    -------
      TOTAL                        $184,689     $35,788      $141    $220,618
                                      =====        ====        ===      =====

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

                                    For the Year Ended December 31, 1994
                                               (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)  General Electric                                               $ 1                    $16       $   17
2)  REMVEC Billings                      $2,444        $(20)                 $2,424                  2,424
3)  Aetna Insurance Co.                      (9)                                 (9)                    (9)
4)  Pontook Hydroelectric                     2                                   2                      2
5)  Hudson Light and Power                   (3)                                 (3)                    (3)
6)  Various (4 under 1,000)                   1                                   1                      1
                                       --------       -----      -----     --------     -----     --------
            TOTAL                        $2,435        $(20)       $ 1       $2,415       $16       $2,432
                                            ===          ==         ==          ===        ==          ===

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

1)  High Voltage Direct Current Study
2)  Centralized Eastern N.E. Dispatching System
3)  Legal Services
4)  Meter Replacement
5)  Meter Testing
6)  Meter Testing/RAPR Repair/Line Inspection

</TABLE>

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

                                             For the Year Ended December 31, 1994
                                                        (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             $ 75,567   $13,701   $ 89,268    $   1              $    1   $ 75,568  $13,701  $ 89,269
921   Office Supplies and Expenses     44,288     6,478     50,766    2,433               2,433     46,721    6,478    53,199
922   Administrative Expense
        Transferred-Credit
923   Outside Services Employed         3,825       572      4,397                                   3,825      572     4,397
924   Property Insurance                  (48)       57          9                                     (48)      57         9
925   Injuries and Damages                566     2,040      2,606                            1        566    2,040     2,606
926   Employee Pensions and Benefits   31,541     5,745     37,286        1                         31,542    5,745    37,287
928   Regulatory Commission Expense       154        12        166                                     154       12       166
930.1 General Advertising Expenses
930.2 Miscellaneous General Expenses       35        32         67                                     35        32        67
931   Rents                            20,414     4,370     24,784                                  20,414    4,370    24,784
932   Maintenance of Structures and
        Equipment                       1,405     1,641      3,046                                   1,405    1,641     3,046
403   Depreciation and Amortization
        Expense
408   Taxes Other Than Income Taxes     6,459     1,186      7,645                                   6,459    1,186     7,645
409   Income Taxes                               (2,034)    (2,034)              $(70)      (70)             (2,104)   (2,104)
410   Provision for Deferred Income
       Taxes                                      1,895      1,895                 65        65               1,960     1,960
411   Provision for Deferred Income
        Taxes-Credit                               (403)      (403)               (14)      (14)               (417)     (417)
411.5 Investment Tax Credit                         (38)       (38)                (1)       (1)                (39)      (39)
426.1 Donations                             7       173        180                                       7      173       180
426.5 Other Deductions
427   Interest on Long-Term Debt
431   Other Interest Expense              476       777      1,253                                     476      777     1,253
                                     --------   -------   --------   ------      ----    ------   --------  -------  --------
        TOTAL EXPENSES               $184,689   $36,204    220,893   $2,435      $(20)    2,415   $187,124  $36,184   223,308
                                     ========   =======    =======   ======      ====      ====   ========  =======   =======
      Compensation for use of
        Equity Capital                                         141                           17                           158
                                                          --------                       ------                      --------
430   Interest on Debt to
        Associate Companies                                   (416)                           -                          (416)
                                                          --------                       ------                      --------
        TOTAL COST OF SERVICE                             $220,618                       $2,432                      $223,050
                                                              ====                          ===                          ====
      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, 1994
                                                        (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                            $ 89,269              $4,826     $366     $1,433     $8,544    $1,373
921   Office supplies and expenses                    53,199               1,686      109        769      4,906       204
922   Administrative expense transferred - credit
923   Outside services employed                        4,397                 306       (2)         7        216
924   Property insurance                                   9                    
925   Injuries and damages                             2,606                 273                               
926   Employee pensions and benefits                  37,287                  39                   3         48
928   Regulatory commission expense                      166                   1                    
930.1 General advertising expenses
930.2 Miscellaneous general expense                       67
931   Rents                                           24,784                   9                  56       (585)    1,136
932   Maintenance of structures and equipment          3,046                                                            1
403   Depreciation and amortization expense
408   Taxes other than income taxes                    7,645
409   Income taxes                                              (2,104)   (2,104)
410   Provision for deferred income taxes              1,960     1,960
411   Provision for deferred income taxes - credit      (417)     (417)
411.5 Investment tax credit                              (39)      (39)
426.1 Donations                                          180
426.5 Other deductions
427   Interest on long-term debt
430   Interest on debt to associate companies           (416)
431   Other interest expense                           1,253
                                                 -----------  -------- --------- --------  --------- ---------- ---------
                  TOTAL EXPENSES                    $222,892   $  (600)   $7,410     $473     $2,268    $13,129    $2,714
                                                        ====       ===       ===      ===        ===       ====       ===


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, 1994
                                                        (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        $1,357      $177    $ 2,364    $10,868     $4,077      $873       $909    $29,181   $  1,423     $  703   $ 8,202
921           289       145        856     23,613      3,559       142        146      8,625        590        378       757
922
923             1       107      1,100      1,409        436        10         29        102          9          4        38
924                                                                                                   9           
925                                 54                                         24         79      2,094                   (1)
926             3         1     25,566         47         57        24                    (5)     9,182         14     2,309
928                                             1                   69                                1                    4
930.1
930.2                                                                                                67
931             1                    7     21,308          2                             631          2                   48
932                              1,303      1,624                                         63                                
403
408                                                                                       56                           7,589
409
410
411
411.5
426.1                              129          1                                                                         50
426.5
427
430                                                                                                                     (416)
431                                                                                                  12                1,241
         --------    ------ ---------- ----------   --------      ----  --------- ---------- ----------  ---------   -------
           $1,651      $430    $31,379    $58,871     $8,131    $1,118     $1,108    $38,732    $13,389     $1,099    $19,821
              ===        ==       ====       ====        ===        ==        ===       ====       ====        ===       ====
</TABLE>
<PAGE>
<TABLE>
                                      ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY
                                             For the Year Ended December 31, 1994
                                                        (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          $988    $  668     $1,752     $5,773     $3,412
921           164       119      1,239      4,077        826
922
923                      58          2         66        499
924
925                                            48         35
926                                 18        (44)        25
928                                                       90
930.1
930.2
931                                         2,168          1
932                                            55           
403
408                        
409
410
411
411.5
426.1
426.5
427
430
431
        --------- ---------  ---------  ---------      -----    ------       ---- ---------- ---------- ---------- ----------
           $1,152    $  845     $3,011    $12,143     $4,888
              ===       ===        ===        ===        ===      ====       ====       ====       ====       ====       ====
</TABLE>
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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             $ 4,826    $358     $ 4,468                $   38
02 Research &
    Development               366                 366                     7
03 Customer Service         1,433       4       1,429                    49
04 Engineering              8,544               8,544                   160
05 REMVEC                   1,373               1,373                    23
06 Purchase Material
     Management             1,357               1,357                    28
07 Labor Relations            177                 177                     3
08 Human Resources          2,364       1       2,363                    46
09 Information Services    10,868       4      10,864                   195
10 Demand Side Management   4,077               4,077                    73
11 Rates                      873                 873                    16
12 Environmental              909                 909                    12
13 Construction            29,181              29,181                   570
14 Treasury/Financial       1,423     211       1,212                    29
15 Financial Forecasting      703                 703                    11
16 Corporate Accounting     8,202      23       8,179                   163
17 Fuel Procurement           988                 988                    17
18 Internal Audit             668                 668                    13
19 Planning & Power
    Supply                  1,752               1,752                    26
20 Transmission
    Distribution
    Supervision             5,773               5,772         1          95
21 Corporate Legal          3,412      75       3,337                    51
                          -------    ----     -------      ----       -----
     TOTAL                $89,269    $676     $88,592      $  1      $1,625
                             ====     ===        ====        ==         ===


<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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          $   113
                           Boston, MA  02109
                                                                      ------
LEGAL SERVICES
  Kirkland & Ellis         Suite 1200                    NA               61
                           655 Fifteenth Street NW
                           Washington, DC 20005

  Skadden, Arps, Slate,    919 Third Avenue              NA               74
  Meagher & Flom           New York, NY 10022-9931

  Bowditch & Dewey         311 Main Street               NA               50
                           Worcester, MA  01608

  Swidler & Berlin         300 K Street NW               NA              228
                           Worcester, MA 01608

  The Brattle Group        50 Church Street              NA               63
                           Cambridge, MA 02138-3726

  Glenn Dawson             101 Tremont Street            NA               66
                           Boston, MA 02108

  Keller & Heckman         1001 G Street NW              NA               38
                           Suite 500 West
                           Washington, DC 20001

  Nine Vendors                                           NA               90
  (Each Under $25,000)                                                ------

                           TOTAL LEGAL SERVICES                          670
                                                                      ------
OTHER SERVICES
  The Ayco Corporation     One Wall Street               NA               60
                           Albany, NY  12205
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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              126
                           Wellesley Hills, MA  02181

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

  Bailey Research
  Assoc., Inc.             292 Madison Avenue             NA               39
                           New York, NY  10017

  Black and Veatch         P.O. Box 27258                 NA               50
                           Kansas City, MO 64180-0258
                           Middleton, WI 53562

  Texas Instruments        P.O. Box 10013                 NA              664
                           Atlanta, GA 30384

  Mercer Management        P.O. Box 3800-28               NA              349
                           Boston, MA  02241

  New Boston Systems       146 Bowdoin Street             NA              354
                           Boston, MA  02108

  William Mercer, Inc.     P.O. Box 6010                  NA              297
                           Boston, MA  02212

  Burke Group              22761 Pacific Coast Highway    NA               53
                           Suite 270
                           Malibou, CA 90265

  Chapman Associates       P.O. Box 915                   NA               34
     Consulting Engineers  Northfield, MA 01360

  Demoor Software and
   Consulting              104 Maryland Road              NA               33
                           Tewksbury, MA 01876

  Easton Consultants, Inc. One Stamford Plaza             NA               48
                           Stamford, CT 06901

  Command Systems, Inc.    One Corporate Center           NA              147
                           15th Floor                                          
                           Hartford, CT 06103


<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (In Thousands)

                     OUTSIDE SERVICES EMPLOYED - CONTINUED
                                  ACCOUNT 923


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

  Price Waterhouse         160 Federal Street             NA               39
                           Boston, MA 02110

  Regional Economic
   Research, Inc.          12520 High Bluff Drive         NA               58
                           Suite 220
                           San Diego, CA 92130-2041

  Stone & Webster
   Management              One Penn Plaza                 NA               56
   Consultants             250 W 34th Street
                           New York, NY 10119-1265

  Tac Temps                P.O. Box 4785                  NA              114
                           Boston, MA 02212

  United Engineers, Inc.   Crossroads Industrial Park     NA               48
                           Holyoke, MA 01040

  Towers, Perrin, Forster  P.O. Box 8500, S-6110          NA              338
    and Crosby             Philadelphia, PA 19178

  Keane, Inc.              P.O. Box 4201                  NA              215
                           Boston, MA 02211

  Fuessler Group, Inc.     324 Shawmut Avenue             NA               48
                           Boston, MA 02118

  International Business   P.O. Box 7247-0298 BO-WBW
                           Philadelphia, PA 19170-0298    NA               29

Kenda Systems, Inc.        P.O. Box 3876                  NA               35
                           Boston, MA 02241-3876

Northbridge Group          950 Winter Street              NA               44
                           Waltham, MA 02154




<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (In Thousands)

                     OUTSIDE SERVICES EMPLOYED - CONTINUED
                                  ACCOUNT 923

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


Pentagram Design, Inc.        212 Fifth Avenue          NA                41
                              New York, NY 10010

Sixty-five Vendors                                      NA                265
(Each Under $25,000)
                                                                        ------
                       TOTAL OTHER SERVICES                              3,614
                                                                        ------
                            GRAND TOTAL                                 $4,397
                                                                         ===

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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                                        $ 11,582
               Postretirement Benefits Other than Pensions       12,129
               Postemployment Benefits                            3,476
               Group Insurance Premiums                             840
               Executive Life Insurance                            (586)
               Medical Insurance Premiums                         6,187
               Employee Publications                                334
               Employee Health Program                              410
               Employee Educational Aid                             264
               Employee Thrift Plan                               1,756
               Employee Occupational Health Service                 135
               Employee Benefits Administration                     601
               Cafeteria                                             30
               Miscellaneous (Each Under $25,000)                   129
                                                            -----------
                        TOTAL                                   $37,287
                                                                   ====

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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, 1994
                                (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                     $67
                                                           -----
                        TOTAL                                $67
                                                              ==
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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                                  $ 1,986

               Office Equipment                                    888

               Microwave and Telemetering Equipment                937

               Computers                                         7,790

               Transportation Equipment                          1,040

               Capital Lease - Computer Information Systems     12,143
                                                                ------
                              TOTAL                            $24,784
                                                                  ====

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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                               $1,304
                    Municipal - Motor Vehicle Excise                     37
                    Use & Fuel - Motor Vehicle Excise                     7
                                                                   --------
                              SUBTOTAL                                1,348
                                                                   --------
               2) U.S. GOVERNMENT TAXES
                    Federal Unemployment                                 91
                    Federal Insurance Contribution Act - Company      6,186
                    Miscellaneous                                        20
                                                                   --------
                              SUBTOTAL                                6,297
                                                                   --------
                              TOTAL                                  $7,645
                                                                        ===
<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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                $ 8

Worcester Polytechnic
 Institute                    Matching Gifts Program                  7

United Way                    Matching Gifts Program                 66

Woods Hole Oceanographic
 Institute                    Matching Gifts Program                  4

St. John's Seminary           Matching Gifts Program                  4

Pine Street Inn               Human Services Agency                   6

College of the Holy Cross     Matching Gifts Program                  3

Massachusetts Institute of
 Technology                   Matching Gifts Program                  3

Miscellaneous (376 Items)     Matching Gifts Program
 (Each Vendor Under $3,000)   for colleges, universities,
                              and other charitable
                              organizations                          79
                                                               --------
                              TOTAL                                $180
                                                                    ===

<PAGE>
              ANNUAL REPORT OF NEW ENGLAND POWER SERVICE COMPANY

                     For the Year Ended December 31, 1994
                                (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, 1994

                                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, 1994
<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, 1994

                             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, 1994

          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 1994  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              $156,891           $ 1,068          $157,959

Excess of Revenues Billed
   Over Costs Incurred to
   Non-Associated Companies      (16,440)           16,440                 0
                           -------------        ----------     -------------
Compensation for Use of
   Equity Capital Billed        $140,451           $17,508          $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, 1994

                               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)



<PAGE>
                                 EXHIBIT INDEX

Exhibit No.       Description                             Page
- -----------       -----------                             ----

    27            Financial Data Schedule                 Filed herewith



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>
<ARTICLE>                                         OPUR2
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
         BALANCE SHEET AND RELATED STATEMENTS OF INCOME, RETAINED EARNINGS AND
         CASH FLOWS OF NEW ENGLAND POWER SERVICE COMPANY, AND IS QUALIFIED IN
         ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                      1,000
       
<S>                                                 <C>
<FISCAL-YEAR-END>                           DEC-31-1994
<PERIOD-END>                                DEC-31-1994
<PERIOD-TYPE>                                    12-MOS
<BOOK-VALUE>                                   PER-BOOK
[TOTAL-NET-UTILITY-PLANT]                             0
[OTHER-PROPERTY-AND-INVEST]                      44,058
<TOTAL-CURRENT-ASSETS>                           41,892
[TOTAL-DEFERRED-CHARGES]                          2,479 <F1>
[OTHER-ASSETS]                                        0
[TOTAL-ASSETS]                                   92,777
[COMMON]                                              0
[CAPITAL-SURPLUS-PAID-IN]                         1,350
[RETAINED-EARNINGS]                                 158
[TOTAL-COMMON-STOCKHOLDERS-EQ]                    1,508
[PREFERRED-MANDATORY]                                 0
[PREFERRED]                                           0
[LONG-TERM-DEBT-NET]                                  0
[SHORT-TERM-NOTES]                                    0
[LONG-TERM-NOTES-PAYABLE]                             0
[COMMERCIAL-PAPER-OBLIGATIONS]                        0
[LONG-TERM-DEBT-CURRENT-PORT]                         0
[PREFERRED-STOCK-CURRENT]                             0
[CAPITAL-LEASE-OBLIGATIONS]                           0
[LEASES-CURRENT]                                      0
[OTHER-ITEMS-CAPITAL-AND-LIAB]                   91,269
[TOT-CAPITALIZATION-AND-LIAB]                    92,777
[GROSS-OPERATING-REVENUE]                             0
[INCOME-TAX-EXPENSE]                                  0
[OTHER-OPERATING-EXPENSES]                            0
[TOTAL-OPERATING-EXPENSES]                            0
[OPERATING-INCOME-LOSS]                               0
[OTHER-INCOME-NET]                                  158
[INCOME-BEFORE-INTEREST-EXPEN]                      158
[TOTAL-INTEREST-EXPENSE]                              0
<NET-INCOME>                                        158
[PREFERRED-STOCK-DIVIDENDS]                           0
[EARNINGS-AVAILABLE-FOR-COMM]                       158

<PAGE>
[COMMON-STOCK-DIVIDENDS]                            158
[TOTAL-INTEREST-ON-BONDS]                             0
[CASH-FLOW-OPERATIONS]                           (2,011)
[EPS-PRIMARY]                                         0
[EPS-DILUTED]                                         0
<FN>
<F1> Total deferred charges includes other assets.
</FN>
        



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