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File No. 70-8785
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ELECTRIC SYSTEM
and
NEW ENGLAND ELECTRIC RESOURCES, INC.
25 Research Drive
Westborough, Massachusetts 01582
(Names of companies filing this statement
and address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company in parent system)
John G. Cochrane Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, MA 01582 Westborough, MA 01582
(Names and Addresses of agents for service)
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PAGE 2
A. The filing is hereby amended to include New England
Electric System as an applicant/declarant.
B. Item 1, "Purchase of Equity in MTC and NEP's Participation
in the Beta Program" is amended by deleting the second
sentence in the second paragraph and replacing it with the
following new sentence:
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NEERI's investment in the shares will result in NEERI's
ownership of not more than 4.99% of the voting securities of
MTC.
C. Item 1, "Purchase of Equity in MTC and NEP's Participation
in the Beta Program" is amended by deleting the fourth
sentence in the second paragraph and replacing it with the
following new sentence:
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NEERI will also receive A and B warrants which will be
exercisable under certain terms and conditions to ensure that
NEERI's ownership does not exceed 4.99% of the voting securities
of MTC.
D. Item 1, "Purchase of Equity in MTC and NEP's Participation
in the Beta Program" is amended by adding the following
sentence to the end of the last paragraph:
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These investments will take the form of preferred stock,
common stock, warrants, or debt which may be convertible into
equity.
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PAGE 3
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this Amendment No. 1 to Application/Declaration on Form U-1
(Commission's File No. 70-8785) to be signed on their behalf by
the undersigned officers thereunto duly authorized by such
companies.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By _____________________________
Michael E. Jesanis
Treasurer
NEW ENGLAND ELECTRIC RESOURCES, INC.
s/John G. Cochrane
By _____________________________
John G. Cochrane
Treasurer
Dated: February 26, 1996
The name "New England Electric System" means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of the
Commonwealth. Any agreement, obligation or liability made,
entered into or incurred by or on behalf of New England Electric
System binds only its trust estate, and no shareholder, director,
trustee, officer or agent thereof assumed or shall be held to any
liability therefor.
