UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549-1004

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended December 31, 1994

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from ________________ to ________________

Commission file number 1-7316

COMMONWEALTH ENERGY SYSTEM
(Exact name of registrant as specified in its Declaration of Trust)

Massachusetts 04-1662010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Main Street, Cambridge, Massachusetts 02142-9150
(Address of principal executive offices) (Zip Code)

(617) 225 4000
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
Common Shares of Beneficial New York Stock Exchange, Inc.
Interest $4 par value Boston Stock Exchange, Inc.
Pacific Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:

Title of Class
None

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ x ]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. YES [ x ] NO [ ]

Aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 15, 1995: $427,406,076

Common Shares outstanding at March 15, 1995: 10,585,909 shares

Document Incorporated by Reference Part in Form 10-K

Notice of 1995 Annual Meeting, Proxy State-
ment and 1994 Financial Information, dated
March 31, 1995 (pages as specified herein) Parts I, II and III

List of Exhibits begins on page 21 of this report.

COMMONWEALTH ENERGY SYSTEM

TABLE OF CONTENTS

PART I
PAGE
Item 1. Business............................................... 3
General............................................. 3
Electric Power Supply............................... 5
Power Supply Commitments and Support Agreements..... 7
Electric Fuel Supply................................ 8
Nuclear Fuel Supply and Disposal.................... 8
Gas Supply.......................................... 9
Rates, Regulation and Legislation................... 10
Competition......................................... 13
Segment Information................................. 14
Environmental Matters............................... 14
Construction and Financing.......................... 14
Employees........................................... 14

Item 2. Properties............................................. 14

Item 3. Legal Proceedings...................................... 15

Item 4. Submission of Matters to a Vote of Security Holders.... 15

PART II
Item 5. Market for the Registrant's Securities and Related
Stockholder Matters.................................... 16

Item 6. Selected Financial Data................................ 16

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................... 16

Item 8. Financial Statements and Supplementary Data............ 17

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure.................... 17

PART III
Item 10. Trustees and Executive Officers of the Registrant...... 18

Item 11. Executive Compensation................................. 19

Item 12. Security Ownership of Certain Beneficial Owners and
Management............................................. 19

Item 13. Certain Relationships and Related Transactions......... 19

PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K............................................ 20

Signatures........................................................ 47

COMMONWEALTH ENERGY SYSTEM

PART I.

Item 1. Business

General

Commonwealth Energy System, a Massachusetts trust, is an unincorporated
business organization with transferable shares. It is organized under a
Declaration of Trust dated December 31, 1926, as amended, pursuant to the laws
of Massachusetts. It is an exempt public utility holding company under the
provisions of the Public Utility Holding Company Act of 1935, holding all of
the stock of four operating public utility companies. Commonwealth Energy
System, the parent company, is referred to in this report as the "System" and,
together with its subsidiaries, is collectively referred to as "the system."

The operating utility subsidiaries of the System are engaged in the
generation, transmission and distribution of electricity and the distribution
of natural gas, all within Massachusetts. These subsidiaries are:

Electric Gas

Cambridge Electric Light Company Commonwealth Gas Company
Canal Electric Company
Commonwealth Electric Company

In addition to the utility companies, the System also owns all of the
stock of a steam distribution company (COM/Energy Steam Company), five real
estate trusts and a liquefied natural gas (LNG) and vaporization facility
(Hopkinton LNG Corp.). Subsidiaries of the System have common executive and
financial management and receive technical assistance as well as financial,
data processing, accounting, legal and other services from a wholly-owned
services company subsidiary (COM/Energy Services Company).

The five real estate subsidiaries are: Darvel Realty Trust, which is a
joint-owner of the Riverfront Office Park complex in Cambridge; COM/Energy
Acushnet Realty, which leases land to Hopkinton LNG Corp. (Hopkinton);
COM/Energy Research Park Realty, which was organized to develop a research
building in Cambridge; COM/Energy Cambridge Realty, which was organized to
hold various properties; and COM/Energy Freetown Realty (Freetown), which was
organized in 1986 to purchase and develop 596 acres of land in Freetown,
Massachusetts. As a result of unsuccessful efforts to develop an energy park
on this site, the System wrote down its investment in the Freetown project and
plans to sell the property.

Each of the operating utility subsidiaries serves retail customers
except for Canal Electric Company (Canal) which operates an electric
generating station located in Sandwich, Massachusetts. The station consists
of two oil-fired steam electric generating units: Canal Unit 1, with a rated
capacity of 569 MW, wholly-owned by Canal; and Canal Unit 2, with a rated
capacity of 580 MW, jointly-owned by Canal and Montaup Electric Company
(Montaup) (an unaffiliated company). Canal Unit 2 is operated under an
agreement with Montaup which provides for the equal sharing of output, fixed
charges and operating expenses. In October 1993, Canal reached an agreement
with Montaup and Algonquin Gas Transmission Company to build a natural gas

COMMONWEALTH ENERGY SYSTEM

pipeline that will serve Unit 2, subject to regulatory approvals. The project
will improve air quality on Cape Cod, enable the plant to exceed the stringent
1995 air quality standards established by the Massachusetts Department of
Environmental Protection and strengthen Canal's bargaining position as it
seeks to secure the lowest-cost fuel for its customers. Plant conversion and
pipeline construction are expected to be completed in 1996.

Electric service is furnished by Cambridge Electric Light Company (Cam-
bridge Electric) and Commonwealth Electric Company (Commonwealth Electric) at
retail to approximately 308,000 year-round and 49,000 seasonal customers in 41
communities in eastern Massachusetts covering 1,112 square miles and having an
aggregate population of 645,000. The territory served includes the
communities of Cambridge, New Bedford and Plymouth and the geographic area
comprising Cape Cod and Martha's Vineyard. Cambridge Electric also sells
power at wholesale to the Town of Belmont, Massachusetts.

Natural gas is distributed by Commonwealth Gas Company (Commonwealth
Gas) to approximately 232,000 customers in 49 communities in central and
eastern Massachusetts covering 1,067 square miles and having an aggregate
population of 1,128,000. Twelve of these communities are also served by
system companies with electricity. Some of the larger communities served by
Commonwealth Gas include Cambridge, Somerville, New Bedford, Plymouth,
Worcester, Framingham, Dedham and the Hyde Park area of Boston.

Steam, which is produced by Cambridge Electric in connection with the
generation of electricity, is purchased by COM/Energy Steam and, together with
its own production, is distributed to 20 customers in Cambridge and one
customer (Massachusetts General Hospital) in Boston. Steam is used for space
heating and other purposes. On August 17, 1993 COM/Energy Steam began
providing steam service to Genzyme Corporation (Genzyme), a biotechnology
company that is expected to become one of its largest customers. Genzyme's
steam need for 1995 is estimated to be 83.3 million pounds, which represents
approximately 5% of steam unit sales, for heating, air conditioning and
testing processes. In 1996, Genzyme's annual requirement is estimated to
reach approximately 175 million pounds based upon the expectation of
commercial manufacturing of a biotherapeutic product in 1995.

Industry in the territories served by system companies is highly
diversified. The larger industrial customers include high-technology firms
and manufacturers of such products as photographic equipment and supplies,
rubber products, textiles, wire and other fastening devices, abrasives and
grinding wheels, candy, copper and alloys, and chemicals. Among customers
served are several major educational institutions, including Harvard
University (Harvard) and the Massachusetts Institute of Technology (MIT).

MIT has completed construction of a 19 MW natural gas-fired cogeneration
facility which is expected to be in operation in 1995. MIT anticipates this
cogeneration facility will meet approximately 94% of its power, heating and
cooling requirements. Sales to MIT in 1994 accounted for approximately 1.8%
of total unit sales. MIT and Cambridge Electric were unsuccessful in attempts
to reach agreement on the cost to provide back up and supplemental service.
In March 1995, Cambridge Electric filed four rate schedules with the
Massachusetts Department of Public Utilities (DPU) which, in part, seek to
recover costs incurred to serve large customers such as MIT. These rates

COMMONWEALTH ENERGY SYSTEM

include costs associated with providing standby, maintenance and supplemental
service on an ongoing basis as well as a customer transition charge to recover
other costs incurred to serve its largest customers should they discontinue
service with Cambridge Electric while remaining in Cambridge.

In March 1994, Cambridge Electric was successful in negotiating a seven-
year service agreement with another large customer, Harvard, whose sales in
1994 accounted for approximately 1.6% of the System's total unit sales.

Electric Power Supply

To satisfy demand requirements and provide required reserve capacity,
the system supplements its generating capacity by purchasing power on a long
and short-term basis through capacity entitlements under power contracts with
other New England and Canadian utilities and with Qualifying Facilities and
other non-utility generators through a competitive bidding process that is
regulated by the DPU.

System companies own generating facilities with a capability totaling
1,046.5 MW at December 31, 1994. Including 560 MW provided by Canal Unit 1,
of which three-quarters (420 MW) is sold to neighboring utilities under long-
term contracts, and 292.0 MW provided by Canal Unit 2. Another 145.1 MW is
provided by various smaller system units. Of the 577.1 MW available to the
system, 77.6 MW are used principally for peaking purposes. A 3.52% ownership
interest in the Seabrook 1 nuclear power plant provides 40.5 MW of capability
to the system and Central Maine Power Company's Wyman Unit 4, an oil-fired
facility in which the system has a 1.4% joint-ownership interest, provides 8.9
MW. In 1991, Canal executed a transaction with Central Vermont Public Service
Corporation (CVPS) whereby 50 MW of Canal Unit 2 was exchanged for 25 MW each
of CVPS's entitlement in the Vermont Yankee nuclear power plant and the
Merrimack 2 coal-fired unit through October 1995. Additionally, in 1993,
Canal extended an agreement with New England Power Company (NEP) whereby 50 MW
of Canal Unit 2 (previously 20 MW) is exchanged for 50 MW of Bear Swamp Unit
Nos. 1 and 2 through April 1997. The Bear Swamp Units are pumped storage
hydro electric generating facilities. These contracts are designed to reduce
the system's reliance on oil.

In addition, through Canal's equity ownership in Hydro-Quebec Phase II,
the system has an entitlement of 67.9 MW. Purchase power arrangements were
also in place with the following natural gas-fired cogenerating units in
Massachusetts: 23 MW from Lowell Cogeneration Company Limited Partnership
(Lowell), 38 MW from Pepperell Power Associates Limited Partnership
(Pepperell), 53.0 MW from Northeast Energy Associates, 59.9 MW from Masspower
and 58.9 MW from Altresco Pittsfield. Additionally, the system receives 67.0
MW from the SEMASS waste-to-energy plant (which includes 20.8 MW from the
expansion unit which went on-line in May 1993); has entitlements totaling 24.4
MW through contracts with five (5) hydroelectric suppliers, including 20 MW
from Boott Hydropower, Inc., in Lowell, Massachusetts; and also receives 68.2
MW from a natural gas-fired independent power producer, Dartmouth Power
Associates.

The system anticipates providing for future peak load plus reserve
requirements through existing system generation, including purchasing

COMMONWEALTH ENERGY SYSTEM

available capacity from neighboring utilities and/or non-utility generators.
Effective January 1, 1995, the system negotiated a restructured power sale
agreement with Lowell and terminated the Pepperell power sale agreement
through a buy-out arrangement, effective January 27, 1995.

In addition, the system has available 140.7 MW from four nuclear units
in which system distribution companies have life-of-the-unit contracts for
power. Information with respect to these units is as follows:

Connecticut Maine Vermont
Yankee Yankee Yankee Pilgrim

Year of Initial Operation 1968 1972 1972 1972
Contract Expiration Date 1998 2008 2012 2012
Equity Ownership (%) 4.50 4.00 2.50 -
Plant Entitlement (%) 4.50 3.59 2.25 11
Plant Capability (MW) 560.0 870.0 496.0 664.7
System Entitlement (MW) 25.2 31.2 11.2 73.1

On February 26, 1992, the Yankee Atomic Electric Company (Yankee) board
of directors agreed to permanently cease power operation of the Yankee nuclear
power plant in Rowe, Massachusetts. For additional information, refer to Note
2(e) of the Notes to Consolidated Financial Statements filed under Item 8 of
this report.

One of the operating nuclear units, located in Wiscasset, Maine and
operated by Maine Yankee Atomic Power Company, has been experiencing
degradation of its steam generator tubes, principally in the form of
circumferential cracking, which until early 1995 was believed to be limited to
a relatively small number of tubes. During a refueling and maintenance outage
that began in early February 1995, Maine Yankee, through the use of new
inspection methods, detected increased degradation of the tubes well above its
expectations. Maine Yankee is currently evaluating alternative courses of
action to remedy this situation, most of which could result in significant
capital expenditures and an extended outage period. At this time, Cambridge
Electric cannot predict what action will be needed to rectify the situation,
the costs to be incurred or the length of the outage. The Board of Directors
of Maine Yankee will be meeting in early April 1995 to consider various
options.

On October 1, 1992, Commonwealth Electric ceased power generation at
its 60 MW Cannon Street generating station located in New Bedford,
Massachusetts. During the past few years, the plant had been used primarily
to meet peak electric demand and as a backup unit for Commonwealth Electric
and the New England Power Pool (NEPOOL). A sharp decline in electric demand
brought about by the present economic slowdown was the key factor in
management's decision to close the plant. This decision was viewed as the
most cost-effective among several alternatives and leaves Commonwealth
Electric with the most flexibility for future capacity planning.

Cambridge Electric, Canal and Commonwealth Electric, together with
other electric utility companies in the New England area, are members of
NEPOOL, which was formed in 1971 to provide for the joint planning and
operation of electric systems throughout New England.

COMMONWEALTH ENERGY SYSTEM

NEPOOL operates a centralized dispatching facility to ensure
reliability of service and to dispatch the most economically available
generating units of the member companies to fulfill the region's energy
requirement. This concept is accomplished by use of computers to monitor and
forecast load requirements.

NEPOOL, on behalf of its members entered into an Interconnection Agree-
ment with Hydro-Quebec, a Canadian utility operating in the Province of
Quebec. The agreement provided for construction of an interconnection
(referred to as the Hydro-Quebec Project-Phase I and Phase II) between the
electrical systems of New England and Quebec. The parties have also entered
into an Energy Contract and an Energy Banking Agreement; the former obligates
Hydro-Quebec to offer NEPOOL participants up to 33 million MWH of surplus
energy during an eleven-year term that began September 1, 1986 and the latter
provides for energy transfers between the two systems. NEPOOL has also
entered into Phase II agreements for an additional purchase from Hydro-Quebec
of 7 million MWH per year for a twenty-five year period which began in late
1990.

Canal is obligated to pay its share of operating and capital costs for
Phase II over a 25 year period ending in 2015. Future minimum lease payments
for Phase II have an estimated present value of $13.8 million at December 31,
1994. In addition, Canal has an equity interest in Phase II which amounted to
$3.8 million in 1994 and $3.9 million in 1993.

The System's electric subsidiaries are also members of the Northeast
Power Coordinating Council (NPCC), an advisory organization that includes the
major power systems in New England and New York plus the Provinces of Ontario
and New Brunswick in Canada. NPCC establishes criteria and standards for
reliability and serves as a vehicle for coordination in the planning and
operation of these systems.

The reserve requirements used by the NEPOOL participants in planning
future additions are determined by NEPOOL to meet the reliability criteria
recommended by NPCC. The system estimates that, during the next ten years,
reserve requirements so determined will be in the range of 23% to 29% of peak
load.

Power Supply Commitments and Support Agreements

Cambridge Electric and Commonwealth Electric, through Canal, secure
cost savings for their respective customers by planning for bulk power supply
on a single system basis. Additionally, Cambridge Electric and Commonwealth
Electric have long-term contracts for the purchase of electricity from various
sources. Generally, these contracts are for fixed periods and require payment
of a demand charge for the capacity entitlement and an energy charge to cover
the cost of fuel. For additional information concerning system commitments
under long-term power contracts, refer to Note 2(d) of Notes to Consolidated
Financial Statements filed under Item 8 of this report.

The system's 3.52% interest in the Seabrook nuclear power plant is
owned by Canal to provide for a portion of the capacity and energy needs of
Cambridge Electric and Commonwealth Electric. For additional information

COMMONWEALTH ENERGY SYSTEM

concerning Seabrook 1, refer to Note 2(b) of Notes to Consolidated Financial
Statements filed under Item 8 of this report.

Electric Fuel Supply

(a) Oil

Imported residual oil is the fuel used in the generation of power in
system generating plants, producing approximately 24% of the system's total
energy requirement for 1994.

Effective July 1, 1993, Canal executed a twenty-two month contract with
Coastal Oil of New England, Inc. (Coastal) for the purchase of residual fuel
oil. The contract provides for delivery of a set percentage of Canal's fuel
requirement, the balance (a maximum of 20%) to be met by spot purchases or by
Coastal at the discretion of Canal. Through December 31, 1994, approximately
16% of Canal's total requirements have been met by lower-cost spot purchases.

Energy Supply and Credit Corporation (ESCO) operates Canal's oil
terminal and manages the purchase, receipt and payment of oil under assignment
of Canal's supply contracts to ESCO (Massachusetts), Inc. Oil in the
terminal's tanks is held in inventory by ESCO and delivered upon demand to
Canal's tanks.

Fuel oil storage facilities at the Canal site have a capacity of
1,199,000 barrels, representing 60 days of normal operation of the two units.
During 1994, ESCO maintained an average daily inventory of 575,000 barrels of
fuel oil which represents 30 days of normal operation of the two units. This
supply is maintained by tanker deliveries approximately every ten to fifteen
days.

Reference is made to Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," for a discussion of the cost
of fuel oil.

(b) Nuclear Fuel Supply and Disposal

Approximately 25% of the system's total energy requirement for 1994 was
generated by nuclear plants. The nuclear fuel contract and inventory informa-
tion for Seabrook 1 has been furnished to the system by North Atlantic Energy
Services Corporation (NAESCO), the plant manager responsible for operation of
the unit. Seabrook's requirement for nuclear fuel components are 100% covered
through 1999 by existing contracts.

There are no spent fuel reprocessing or disposal facilities currently
operating in the United States. Instead, commercial nuclear electric
generating units operating in the United States are required to retain high
level wastes and spent fuel on-site. As required by the Nuclear Waste Policy
Act of 1982 (the Act), as amended, the joint-owners entered into a contract
with the Department of Energy for the transportation and disposal of spent
fuel and high level radioactive waste at a national nuclear waste repository
or a monitored retrievable storage facility. Owners or generators of spent
nuclear fuel or its associated wastes are required to bear all of the costs
for such transportation and disposal through payment of a fee of approximately

COMMONWEALTH ENERGY SYSTEM

1 mill/KWH based on net electric generation to the Nuclear Waste Fund. Under
the Act, a temporary storage facility for nuclear waste was anticipated to be
in operation by 1998; however, a reassessment of the project's schedule
requires extending the completion date of the permanent facility until at
least 2010. Seabrook 1 is currently licensed for enough on-site storage to
accommodate all spent fuel expected to be accumulated through at least the
year 2010.

Gas Supply

In April 1992, the Federal Energy Regulatory Commission (FERC) issued
Order No. 636 (Order 636) which became effective on November 1, 1993. The
order requires interstate pipelines to unbundle existing gas sales contracts
into separate components (gas sales, transportation and storage services) and
to provide transportation services that allow customers to receive the same
level and quality of service they had with the previous bundled contracts.
Prior to the implementation of Order 636 Commonwealth Gas purchased the
majority of its gas supplies from either Tennessee Gas Pipeline Company
(Tennessee) or Algonquin Gas Transmission Company (Algonquin), supplemented
with third-party firm gas purchases, storage services, and firm transportation
from various pipelines. Presently, Commonwealth Gas purchases only
transportation, storage, and balancing services from these pipelines (and
other upstream pipelines that bring gas from the supply wells to the final
transporting pipelines) and procures all of its gas supplies from third-party
vendors, utilizing firm contracts with terms ranging from less than one year
to three or more years. The vendors vary from small independent marketers to
major gas and oil companies. For additional information on Order 636, refer
to Note 2(g) of Notes to Financial Statements filed under Item 8 of this
report.

In addition to firm transportation and gas supplies mentioned above,
Commonwealth Gas utilizes contracts for underground storage and LNG facilities
to meet its winter peaking demands. The underground storage contracts are a
combination of existing and new agreements which are the result of Order 636
service unbundling. The LNG facilities, described below, are used to liquefy
and store pipeline gas during the warmer months for use during the heating
season. During 1994, over 98% of the gas utilized by Commonwealth Gas was
delivered by the interstate pipeline system, the remaining small quantity
(approximately 662,000 MMBTU) was delivered as liquid LNG from Distrigas of
Massachusetts.

Commonwealth Gas entered into a multi-party agreement in 1992 to assume
a portion of Boston Gas Company's contracts to purchase Canadian gas supplies
from Alberta Northeast (ANE), and have the volumes delivered by the Iroquois
Gas Transmission System and Tennessee pipelines. The ANE gas supply contract
was filed with the DPU and hearings were completed in April 1993.
Commonwealth Gas is currently awaiting an order from the DPU.

Commonwealth Gas began transporting gas on its distribution system in
1990 for end-users. There are currently eleven customers using this transpor-
tation service, accounting for 2,208 BBTU (4.5%) of system throughput in 1994.

COMMONWEALTH ENERGY SYSTEM

Hopkinton LNG Facility

A portion of Commonwealth Gas' gas supply during the heating season is
provided by Hopkinton LNG Corp. (Hopkinton), a wholly-owned subsidiary of the
System. The facility consists of a liquefaction and vaporization plant and
three above-ground cryogenic storage tanks having an aggregate capacity of 3
million MCF of natural gas.

In addition, Hopkinton owns a satellite vaporization plant and two
above-ground cryogenic storage tanks located in Acushnet, Massachusetts with
an aggregate capacity of 500,000 MCF of natural gas and are filled with LNG
trucked from Hopkinton.

Commonwealth Gas has a contract for LNG service with Hopkinton ex-
tending through 1996, thereafter renewable year to year with notice of
termination due five years in advance. Contract payments include a demand
charge sufficient to cover Hopkinton's fixed charges and an operating charge
which covers liquefaction and vaporization expenses. Commonwealth Gas
furnishes pipeline gas during the period April 15 to November 15 each year for
liquefaction and storage. As the need arises, LNG is vaporized and placed in
the distribution system of Commonwealth Gas.

Based upon information presently available regarding projected growth
in demand and estimates of availability of future supplies of pipeline gas,
Commonwealth Gas believes that its present sources of gas supply are adequate
to meet existing load and allow for future growth in sales.

Rates, Regulation and Legislation

Certain of the System's utility subsidiaries operate under the
jurisdiction of the DPU, which regulates retail rates, accounting, issuance of
securities and other matters. In addition, Canal, Cambridge Electric and
Commonwealth Electric file their respective wholesale rates with the FERC.

(a) Most Recent Rate Case Proceedings

Electric

On May 28, 1993, the DPU issued an order increasing Cambridge
Electric's retail revenues by approximately $7.2 million, or 6.4%. The rates,
based on a June 30, 1992 test-year and effective June 1, 1993, provide an
overall return of 9.95%, including an equity return of 11% and represented
approximately 70% of the amount requested. The new rates reflect the costs
associated with postretirement benefits other than pensions which were
determined in accordance with Statement of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions,"
adopted as of January 1, 1993. The DPU authorized full recovery of these
costs over a four-year phase-in period with carrying costs on the deferred
portion. The new base rates also reflect the roll-in of costs associated with
the Seabrook nuclear power plant which are billed to Cambridge Electric by
Canal. Previously these costs were recovered through Cambridge Electric's
Fuel Charge decimal.

COMMONWEALTH ENERGY SYSTEM

On July 1, 1991, the DPU issued an order increasing Commonwealth Elec-
tric's retail electric revenues by $10.9 million, or 3.1%. The requested
increase was $17.3 million. The order, based on a June 30, 1990 test-year,
provided an overall return of 10.49%, including a return on equity of 12%.

Gas

On April 16, 1991, Commonwealth Gas requested a $27.7 million (11.3%)
revenue increase in a filing with the DPU using a test-year ended December 31,
1990. On September 16, 1991, the DPU approved a settlement of the revenue
requirements portion of the filing authorizing a $22.8 million increase in
annual revenues, approximately 82% of the original request. The agreement
included a return on equity, for accounting purposes, of 13%. The DPU later
ruled on the rate design portion of the request and new rates went into effect
on November 1, 1991.

In May 1994, Commonwealth Gas requested the DPU to change the backup
service charges under its firm transportation rate. Back up charges result
when Commonwealth Gas sells gas from its system supplies to a customer whose
off-system gas supply has failed or is temporarily unavailable for causes
beyond the customer's control. The change involved an upward indexing based
on changes in the gas supply demand costs occasioned by Order 636. On
December 22, 1994, the DPU approved Commonwealth Gas' requested change
effective January 1, 1995. This change, which has no effect on revenue,
results in a more equitable recovery of pipeline capacity costs between
Commonwealth Gas' total requirements and transportation customers.

(b) Wholesale Rate Proceedings

Cambridge Electric requires FERC approval to increase its wholesale
rates to the Town of Belmont, Massachusetts (Belmont), a "partial
requirements" customer since 1986. These rates include a fuel adjustment
clause which reflects changes in costs of fuels and purchased power used to
supply Belmont.

During March of 1993, Cambridge Electric and Belmont signed a net
requirements power supply agreement, the terms and conditions of which
required Belmont to pay for all costs except transmission fees which Cambridge
Electric and Belmont attempted to negotiate. The negotiations were not
successful and Cambridge Electric filed for approval of transmission rates
with the FERC on June 29, 1994. The FERC accepted the rates effective January
25, 1995, subject to refund. At the same time, an investigation was opened by
the FERC to determine the reasonableness of both the existing and the proposed
transmission rates charged to Belmont. Cambridge Electric filed its case with
the FERC on October 25, 1994 and hearings are scheduled to begin during the
second quarter of 1995.

Electric

Both Commonwealth Electric and Cambridge Electric have Fuel Charge rate
schedules which generally allow for current recovery, from retail customers,
of fuel used in electric production, purchased power and transmission costs.

COMMONWEALTH ENERGY SYSTEM

These schedules require a quarterly computation and DPU approval of a Fuel
Charge decimal based upon forecasts of fuel, purchased power, transmission
costs and billed unit sales for each period. To the extent that collections
under the rate schedules do not match actual costs for that period, an
appropriate adjustment is reflected in the calculation of the next subsequent
calendar quarter decimal.

Cambridge Electric and Commonwealth Electric collect a portion of the
capacity-related purchased power costs associated with certain long-term power
arrangements through base rates. The recovery mechanism for these costs uses
a per kilowatthour (KWH) factor that is calculated using historical (test-
period) capacity costs and unit sales. This factor is then applied to current
monthly KWH sales. When current period capacity costs and/or unit sales vary
from test-period levels, Cambridge Electric and Commonwealth Electric
experience a revenue excess or shortfall which can have a significant impact
on net income. All other capacity and energy-related purchased power costs
are recovered through the Fuel Charge. Cambridge Electric and Commonwealth
Electric made a filing in late 1992 with the DPU seeking an alternative method
of recovery. This request was denied in a letter order issued on October 6,
1993. However, the companies were encouraged by the DPU's acknowledgement
that the issues presented warrant further consideration. The DPU encouraged
each company to continue to work with other interested parties, including the
Attorney General of Massachusetts, to reach a consensus solution on the issue
for future consideration. The companies have been involved in discussions
with interested parties in an effort to resolve this issue in a positive
fashion and hope to reach an agreement in the near future.

Both Commonwealth Electric and Cambridge Electric have separately
stated Conservation Charge rate schedules which allow for current recovery,
from retail customers, of Conservation and Load Management program costs. For
further information, refer to Management's Discussion and Analysis of
Financial Condition and Results of Operations filed under Item 7 of this
report.

Gas

Commonwealth Gas has a Standard Seasonal Cost of Gas Adjustment rate
schedule (CGA) which provides for the recovery, from firm customers, of
purchased gas costs not collected through base rates. These schedules, which
require DPU approval, are estimated semi-annually and include credits for gas
pipeline refunds and profit margins applicable to interruptible sales. Actual
gas costs are reconciled annually as of October 31 and any difference is
included as an adjustment in the calculation of the decimals for the two
subsequent six-month periods.

The DPU and the Massachusetts Energy Facilities Siting Council (the
Council) were merged in 1992. The Council is now a division of the DPU.
Periodically, Commonwealth Gas is required to file a long-range forecast of
the energy needs and requirements of its market area and annual supplements
thereto with the Council. To approve a long-range forecast, the Council must
find, among other things, that Commonwealth Gas plans for construction of new
gas manufacturing or storage facilities and certain high-pressure gas
pipelines are consistent with current health, environmental protection, and
resource use and development policies as adopted by the Commonwealth of

COMMONWEALTH ENERGY SYSTEM

Massachusetts. Commonwealth Gas filed a long-range forecast with the Council
on July 20, 1990 and updated aspects of the filing in March 1991. This
forecast was combined with the DPU review of the ANE contract. Both issues
are pending before the DPU.

(d) Gas Demand, Take-or-Pay Costs and Transition Costs

Commonwealth Gas is obligated, as part of its pipeline transportation
and supplier gas purchase contracts, to pay monthly demand charges which are
recovered through the CGA.

In June 1991, Tennessee filed a settlement with the FERC dealing with a
variety of contract restructuring issues, including the allocation of take-or-
pay costs to Tennessee's customers including Commonwealth Gas. This
comprehensive settlement was approved and implemented on July 1, 1992. As
part of the settlement, the allocation of take-or-pay costs was changed from a
deficiency basis to a contract demand basis which increased Commonwealth Gas'
allocation. There are still some small on-going amounts of take-or-pay costs
being collected by the pipeline, however, Tennessee has nearly reached the cap
of allowable collections under the settlement.

Algonquin made a series of filings with the FERC to recover from its
customers take-or-pay charges imposed on it by its upstream suppliers.
Algonquin billed Commonwealth Gas for gas supply inventory charges from Texas
Eastern and others through the Algonquin commodity rate. With the
implementation of Order 636, Algonquin allocated the remaining costs utilizing
a formula based on actual purchases for the twelve months prior to May 1,
1993. Commonwealth Gas' allocation was in excess of $5 million. Commonwealth
Gas successfully appealed Algonquin's allocation method to the FERC. The
change in allocation, combined with issues being settled in Algonquin's
current rate case will reduce Commonwealth Gas' allocated share to $2.5
million. In addition, a settlement was reached with Koch Gateway Pipeline
(formerly the United Gas Pipeline) whereby Commonwealth Gas received
approximately $2 million in refunds for take-or-pay costs allocated through
Texas Eastern and Algonquin since 1985. This amount is currently being
refunded to firm customers through the CGA.

Commonwealth Gas is collecting all contract restructuring costs from
its customers through the CGA as permitted by the DPU.

Competition

This past year, the system continued to develop and implement
strategies to deal with the increasingly competitive environment in our gas
and electric businesses. The inherently high cost of providing energy
services in the Northeast has placed the region at a competitive disadvan-
tageas more customers begin to explore alternative supply options. Many state
and federal government agencies are considering implementing programs under
which utility and non-utility generators can sell electricity to customers of
other utilities without regard to previously closed franchise service areas.
In 1994, the DPU began an inquiry into incentive rate-making and in February
1995 opened an investigation into electric industry restructuring.

COMMONWEALTH ENERGY SYSTEM

Actions by system companies in response to the new competitive
challenges have been well received by regulators, business groups and
customers. For a more detailed discussion of competition and the programs
currently in place within the system, refer to the "Competition" section of
Management's Discussion and Analysis of Financial Condition and Results of
Operation filed under Item 7 of this report.

Segment Information

System companies provide electric, gas and steam services to retail
customers in service territories located in central and eastern Massachusetts
and, in addition, sell electricity at wholesale to Massachusetts customers.
Other operations of the system include the development and management of new
real estate ventures and operation of rental properties and other investment
activities which do not presently contribute significantly to either revenues
or operating income.

Reference is made to additional industry segment information in Note 10
of Notes to Consolidated Financial Statements filed under Item 8 of this re-
port.

Environmental Matters

The system is subject to laws and regulations administered by federal,
state and local authorities relating to the quality of the environment.
System compliance with these laws and regulations will require capital
expenditures of $41.8 million from 1995 through 1999 for the electric and gas
divisions.

For additional information concerning environmental issues including
those relating to former gas manufacturing sites, refer to the "Environmental
Matters" section of "Management's Discussion and Analysis of Financial Condi-
tion and Results of Operations" filed under Item 7 of this report.

Construction and Financing

For information concerning the system's financing and construction
programs refer to Management's Discussion and Analysis of Financial Condition
and Results of Operations filed under Item 7 and Note 2(a) of the Notes to
Consolidated Financial Statements filed under Item 8 of this report.

Employees

The total number of full-time employees for the system declined 2.2% to
2,169 in 1994 from 2,217 employees at year-end 1993. Of the current total,
1,282 (59%) are represented by various collective bargaining units. Existing
agreements are for varying periods and expire in 1995 and thereafter.
Employee relations have generally been satisfactory.

Item 2. Properties

The system's principal electric properties consist of Canal Unit 1, a
569 MW oil-fired steam electric generating unit, and its one-half ownership in
Canal Unit 2, a 580 MW oil-fired steam electric generating unit, both located

COMMONWEALTH ENERGY SYSTEM

at Canal Electric's facility in Sandwich, Massachusetts. Other electric
properties include an integrated system of distribution lines and substations
together with Commonwealth Electric's 60 MW steam electric generating station
located in New Bedford, Massachusetts which ceased operations in October 1992
and was abandoned in 1993.

Cambridge Electric has two steam electric generating stations with a
net capability of 76.5 MW located in Cambridge, Massachusetts. In addition,
the system has a 3.52% interest (40.5 MW of capacity) in Seabrook 1 and a 1.4%
or 8.9 MW joint-ownership interest in Central Maine Power Company's Wyman Unit
4. The system also has an interest in smaller generating units totaling 77.6
MW used primarily for peaking and emergency purposes. In addition, the
system's other principal properties consist of an electric division office
building in Wareham, Massachusetts and other structures such as garages and
service buildings.

At December 31, 1994, the electric transmission and distribution
system consisted of 5,790 pole miles of overhead lines, 4,192 cable miles of
underground line, 355 substations and 374,055 active customer meters.

The principal natural gas properties consist of distribution mains,
services and meters necessary to maintain reliable service to customers. At
the end of 1994, the gas system included 2,761 miles of gas distribution
lines, 162,971 services and 239,302 customer meters together with the
necessary measuring and regulating equipment. In addition, the system owns a
liquefaction and vaporization plant, a satellite vaporization plant and above-
ground cryogenic storage tanks having an aggregate storage capacity equivalent
to 3.5 million MCF of natural gas. The system's gas division owns a central
headquarters and service building in Southborough, Massachusetts, five
district office buildings and several natural gas receiving and take stations.

Item 3. Legal Proceedings

The system is subject to legal claims and matters arising from its
course of business, including its participation in power contract arbitrations
as discussed in the "Power Contract Arbitrations" section of Management's
Discussion and Analysis of Financial Condition and Results of Operations filed
under Item 7 of this report.

Item 4. Submission of Matters to a Vote of Security Holders

None

COMMONWEALTH ENERGY SYSTEM

PART II.

Item 5. Market for the Registrant's Securities and Related Stockholder Matters

(a) Principal Markets

The System's common shares are listed on the New York, Boston and
Pacific Stock Exchanges. The table below sets forth the high and
low closing prices as reported on the New York Stock Exchange
composite transactions tape.

1994 by Quarter
First Second Third Fourth
High $45 1/2 $43 3/4 $40 3/4 $38 3/4
Low 42 7/8 39 1/2 37 1/2 35 3/8

1993 by Quarter
First Second Third Fourth
High $48 7/8 $48 5/8 $50 1/8 $49 3/4
Low 40 1/2 43 3/8 46 3/4 43

(b) Number of Shareholders at December 31, 1994

15,081 shareholders

1994 1993
Per Per
Share Share
Declaration Date Amount Declaration Date Amount
March 24, 1994 $ .75 March 25, 1993 $ .73
June 23, 1994 .75 June 24, 1993 .73
September 22, 1994 .75 September 23, 1993 .73
December 15, 1994 .75 December 16, 1993 .73
$3.00 $2.92

(d) Future dividends may vary depending upon the System's earnings and
capital requirements as well as financial and other conditions
existing at that time.

Item 6. Selected Financial Data

Information required by this item is incorporated herein by reference to
Exhibit A to the Notice of 1995 Annual Meeting, Proxy Statement and 1994
Financial Information dated March 31, 1995, page 58.

Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

Information required by this item is incorporated herein by reference to
Exhibit A to the Notice of 1995 Annual Meeting, Proxy Statement and 1994
Financial Information dated March 31, 1995, pages 20 through 35.

COMMONWEALTH ENERGY SYSTEM

Item 8. Financial Statements and Supplementary Data

The following consolidated financial statements and supplementary data of
the System and its subsidiaries are incorporated herein by reference to
Exhibit A to the Notice of 1995 Annual Meeting, Proxy Statement and 1994
Financial Information dated March 31, 1995 on pages 35 through 58.

Proxy Page
Reference

Management's Report 35

Report of Independent Public Accountants 36

Consolidated Balance Sheets - At
December 31, 1994 and 1993 37/38

Consolidated Statements of Income - Years Ended
December 31, 1994, 1993 and 1992 39

Consolidated Statements of Cash Flows - Years Ended
December 31, 1994, 1993 and 1992 40

Consolidated Statements of Capitalization - At
December 31, 1994 and 1993 41

Consolidated Statements of Changes in Common
Shareholders' Investment and in Redeemable
Preferred Shares - Years Ended
December 31, 1994, 1993 and 1992 42

Notes to Consolidated Financial Statements 43/57

Quarterly Information pertaining to the results of
operations for the years ended December 31, 1994 and 1993 58

Item 9. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure

None

COMMONWEALTH ENERGY SYSTEM

PART III.

Item 10. Trustees and Executive Officers of the Registrant

a. Trustees of the Registrant:

Information required by this item is incorporated herein by reference to
the Notice of 1995 Annual Meeting, Proxy Statement and 1994 Financial
Information dated March 31, 1995, pages 3-6.

b. Executive Officers of the Registrant:
Age at
December
Name of Officer Position and Business Experience 31, 1994

William G. Poist President, Chief Executive Officer and 61
Trustee of the System and Chairman and
Chief Executive Officer of its principal
subsidiary companies since January 1,
1992; Vice President of the System and
COM/Energy Services Company* effective
September 1, 1991; President and Chief
Operating Officer of Commonwealth Gas
Company* from 1983 to 1991 and Hopkinton
LNG Corp.* from 1985 to 1991.

James D. Rappoli Financial Vice President and Treasurer of 43
the System and its subsidiary companies
effective March 1, 1993; Treasurer of System
subsidiary companies 1990; Assistant Treas-
urer of System subsidiary companies 1989.

Russell D. Wright President and Chief Operating Officer of 48
Cambridge Electric Light Company*, Canal
Electric Company*, COM/Energy Steam Company*,
and Commonwealth Electric Company* effective
March 1, 1993; Financial Vice President and
Treasurer of the System and Financial Vice
President of its subsidiary companies
(July 1987 to March 1993); Treasurer of
System subsidiary companies (December 1989
to December 1990), Assistant Vice President-
Finance of System subsidiary companies 1986.

Kenneth M. Margossian President and Chief Operating Officer of 46
Commonwealth Gas Company* and Hopkinton
LNG Corp.* effective September 1, 1991;
Vice President of Operations from 1988 to
1991; Vice President of Facilities Develop-
ment from 1987 to 1988; Vice President of
Human Resources and Administration of
Commonwealth Gas Company from 1985 to 1987.

*Subsidiary of the System.

COMMONWEALTH ENERGY SYSTEM

b. Executive officers of the Registrant (Continued):

Age at
December
Name of Officer Position and Business Experience 31, 1994

Michael P. Sullivan Vice President, Secretary, and 46
General Counsel of the System
and subsidiary companies (effective
June 1993); Vice President, Secretary,
and General Attorney of the System and
subsidiary companies since 1981.

John A. Whalen Comptroller of the System and subsidiary 47
companies since 1978.

The term of office for System officers expires May 4, 1995, the date of
the next Annual Organizational Meeting.

There are no family relationships between any trustee and executive
officer and any other trustee or executive of the System. There were no
arrangements or understandings between any officer or trustee and any other
person pursuant to which he was or is to be selected as an officer, trustee or
nominee.

There have been no events under any bankruptcy act, no criminal pro-
ceedings and no judgments or injunctions material to the evaluation of the
ability and integrity of any trustee or executive officer during the past five
years.

Item 11. Executive Compensation

Information required by this item is incorporated herein by reference to
the Notice of 1995 Annual Meeting, Proxy Statement and 1994 Financial Informa-
tion dated March 31, 1995, pages 6-11.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information required by this item is incorporated herein by reference to
the Notice of 1995 Annual Meeting, Proxy Statement and 1994 Financial Inform-
ation dated March 31, 1995, pages 3-6.

Item 13. Certain Relationships and Related Transactions

Information required by this item is incorporated herein by reference to
the Notice of 1995 Annual Meeting, Proxy Statement and 1994 Financial Inform-
ation dated March 31, 1995, pages 3-6.

COMMONWEALTH ENERGY SYSTEM

PART IV.

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) 1. Index to Financial Statements

Consolidated financial statements and notes thereto of Commonwealth
Energy System and Subsidiary Companies together with the Report of
Independent Public Accountants, as detailed on page 17 in Item 8 of this
Form 10-K, have been incorporated herein by reference to Exhibit A to the
Notice of 1995 Annual Meeting, Proxy Statement and 1994 Financial
Information dated March 31, 1995.

(a) 2. Index to Financial Statement Schedules

Commonwealth Energy System and Subsidiary Companies

Filed herewith at page(s) indicated -

Report of Independent Public Accountants on Schedules (page 42).

Schedule I - Investments in, Equity in Earnings of, and Dividends
Received from Related Parties - Years Ended December 31, 1994, 1993 and
1992 (pages 43-45).

Schedule II - Valuation and Qualifying Accounts - Years Ended December
31, 1994, 1993 and 1992 (page 46).

All other schedules have been omitted because they are not applicable,
not required or because the required information is included in the
financial statements or notes thereto.

Subsidiaries not Consolidated and Fifty-Percent or Less Owned Persons

Financial statements of 50% or less owned persons accounted for by the
equity method have been omitted because they do not, considered individ-
ually or in the aggregate, constitute a significant subsidiary.

Form 11-K, Annual Reports of Employee Stock Purchases, Savings and
Similar Plans

Pursuant to Rule 15(d)-21 of the Securities and Exchange Act of 1934, the
information, financial statements and exhibits required by Form 11-K with
respect to the Employees Savings Plan of Commonwealth Energy System and
Subsidiary Companies will be filed as an amendment to this report under
cover of Form 10-K/A no later than May 1, 1995.

(a) 3. Exhibits:
Notes to Exhibits -

a. Unless otherwise designated, the exhibits listed below are incorporated
by reference to the appropriate exhibit numbers and the Securities and
Exchange Commission file numbers indicated in parentheses.

COMMONWEALTH ENERGY SYSTEM

b. During 1981, New Bedford Gas and Edison Light Company sold its gas
business and properties to Commonwealth Gas Company and changed its
corporate name to Commonwealth Electric Company.

c. The following is a glossary of Commonwealth Energy System and subsid-
iary companies' acronyms that are used throughout the following Exhibit
Index:

CES ......................Commonwealth Energy System
CE .......................Commonwealth Electric Company
CEL ......................Cambridge Electric Light Company
CEC ......................Canal Electric Company
CG .......................Commonwealth Gas Company
NBGEL ....................New Bedford Gas and Edison Light
Company
HOPCO ....................Hopkinton LNG Corp.

Exhibit Index

Exhibit 3. Declaration of Trust

Commonwealth Energy System (Registrant)

3.1.1 Declaration of Trust of CES dated December 31, 1926, as amended by
vote of the shareholders and trustees May 5, 1994 (Exhibit 1 to the
CES Form S-3 (September 1994), File No. 1-7316).

Exhibit 4. Instruments defining the rights of security holders, including
indentures

Commonwealth Energy System (Registrant)

Debt Securities -

4.1.1 CES Note Agreement ($40 Million Privately Placed Senior Notes)
dated June 28, 1989 (Exhibit 1 to the CES Form 10-Q (September
1989), File No. 1-7316).

Cambridge Electric Light Company

Indenture of Trust or Supplemental Indenture of Trust -

4.2.1 Original Indenture on Form S-1 (April, 1949) (Exhibit 7(a), File
No. 2-7909)

4.2.2 Third Supplemental on Form 10-K (1984) (Exhibit 1, File No. 2-7909)

4.2.3 Fourth Supplemental on Form 10-K (1984) (Exhibit 2, File No. 2-
7909)

4.2.4 Sixth Supplemental on Form 10-Q (June 1989) (Exhibit 1, File No. 2-
7909)

COMMONWEALTH ENERGY SYSTEM

Subsidiary Companies of the Registrant

4.2.5 Seventh Supplemental on Form 10-Q (June 1992), (Exhibit 1, File No
2-7909).

Canal Electric Company

Indenture of Trust and First Mortgage or Supplemental Indenture of Trust and
First Mortgage -

4.3.1 Indenture of Trust and First Mortgage with State Street Bank and
Trust Company, Trustee, dated October 1, 1968 (Exhibit 4(b) to Form
S-1, File No. 2-30057).

4.3.2 First and General Mortgage Indenture with Citibank, N.A., Trustee,
dated September 1, 1976 (Exhibit 4(b)2 to Form S-1, File No. 2-
56915).

4.3.3 First Supplemental dated October 1, 1968 with State Street Bank and
Trust Company, Trustee, dated September 1, 1976 (Exhibit 4(b)3 to
Form S-1, File No. 2-56915).

4.3.4 Third Supplemental dated September 1, 1976 with Citibank, N.A., New
York, NY, Trustee, dated December 1, 1990 (Exhibit 3 to 1990 Form
10-K, File No. 2-30057).

4.3.5 Fourth Supplemental dated September 1, 1976 with Citibank, N.A., New
York, NY, Trustee, dated December 1, 1990 (Exhibit 4 to 1990 Form
10-K, File No. 2-30057).

Commonwealth Gas Company

Indenture of Trust or Supplemental Indenture of Trust -

4.4.1 Original Indenture on Form S-1 (Feb., 1949) (Exhibit 7(a), File No.
2-7820)

4.4.2 Sixteenth Supplemental on Form 10-K (1986) (Exhibit 1, File No. 2-
1647)

4.4.3 Seventeenth Supplemental on Form 10-K (1990) (Exhibit 2, File No.
2-1647)

4.4.4 Eighteenth Supplemental on Form 10-Q (March 1994) (Exhibit 1, File
No. 2-1647).

Exhibit 10. Material Contracts

10.1 Power contracts.

10.1.1 Power contracts between CEC (Unit 1) and NBGEL and CEL dated
December 1, 1965 (Exhibit 13(a)(1-4) to the CEC Form S-1, File No.
2-30057).

COMMONWEALTH ENERGY SYSTEM

10.1.2 Power contract between Yankee Atomic Electric Company (YAEC) and
CEL dated June 30, 1959, as amended April 1, 1975 (Refiled as
Exhibit 1 to the 1991 CEL Form 10-K, File No. 2-7909).

10.1.2.1 Second, Third and Fourth Amendments to 10.1.2 as amended October 1,
1980, April 1, 1985 and May 6, 1988, respectively (Exhibit 2 to the
CEL Form 10-Q (June 1988), File No. 2-7909).

10.1.2.2 Fifth and Sixth Amendments to 10.1.2 as amended June 26, 1989 and
July 1, 1989, respectively (Exhibit 1 to the CEL Form 10-Q
(September 1989), File No. 2-7909).

10.1.3 Power Contract between YAEC and NBGEL dated June 30, 1959, as
amended April 1, 1975 (Refiled as Exhibit 2 to the 1991 CE Form
10-K, File No. 2-7749).

10.1.3.1 Second, Third and Fourth Amendments to 10.1.3 as amended October 1,
1980, April 1, 1985 and May 6, 1988, respectively (Exhibit 1 to the
CE Form 10-Q (June 1988), File No. 2-7749).

10.1.3.2 Fifth and Sixth Amendments to 10.1.3 as amended June 26, 1989 and
July 1, 1989, respectively (Exhibit 3 to the CE Form 10-Q (September
1989), File No. 2-7749).

10.1.4 Power Contract between Connecticut Yankee Atomic Power Company
(CYAPC) and CEL dated July 1, 1964 (Exhibit 13-K1 to the System's
Form S-1, (April 1967) File No. 2-25597).

10.1.4.1 Additional Power Contract providing for extension on contract term
between CYAPC and CEL dated April 30, 1984 (Exhibit 5 to the CEL
Form 10-Q (June 1984), File No. 2-7909).

10.1.4.2 Second Supplementary Power Contract providing for decommissioning
financing between CYAPC and CEL dated April 30, 1984 (Exhibit 6 to
the CEL Form 10-Q (June 1984), File No. 2-7909).

10.1.5 Power contract between Vermont Yankee Nuclear Power Corporation
(VYNPC) and CEL dated February 1, 1968 (Exhibit 3 to the CEL 1984
Form 10-K, File No. 2-7909).

10.1.5.1 First Amendment dated June 1, 1972 (Section 7) and Second Amendment
dated April 15, 1983 (decommissioning financing) to 10.1.5 (Exhibits
1 and 2, respectively, to the CEL Form 10-Q (June 1984), File No. 2-
7909).

10.1.5.2 Third Amendment dated April 1, 1985 and Fourth Amendment dated June
1, 1985 to 10.1.5 (Exhibits 1 and 2, respectively, to the CEL Form
10-Q (June 1986), File No. 2-7909).

10.1.5.3 Fifth and Sixth Amendments to 10.1.5 dated February 1, 1968, both as
amended May 6, 1988 (Exhibit 1 to the CEL Form 10-Q (June 1988),
File No. 2-7909).

COMMONWEALTH ENERGY SYSTEM

10.1.5.4 Seventh Amendment to 10.1.5 dated February 1, 1968, as amended June
15, 1989 (Exhibit 2 to the CEL Form 10-Q (September 1989), File No.
2-7909).

10.1.5.5 Additional Power Contract dated February 1, 1984 between CEL and
VYNPC providing for decommissioning financing and contract extension
(Refiled as Exhibit 1 to CEL 1993 Form 10-K, File No. 2-7909).

10.1.6 Power contract between Maine Yankee Atomic Power Company (MYAPC) and
CEL dated May 20, 1968 (Exhibit 5 to the System's Form S-7, File No.
2-38372).

10.1.6.1 First Amendment dated March 1, 1984 (decommissioning financing) and
Second Amendment dated January 1, 1984 (supplementary payments) to
10.1.6 (Exhibits 3 and 4 to the CEL Form 10-Q (June 1984), File No.
2-7909).

10.1.6.2 Third Amendment to 10.1.6 dated October 1, 1984 (Exhibit 1 to the
CEL Form 10-Q (September 1984), File No. 2-7909).

10.1.7 Agreement between NBGEL and Boston Edison Company (BECO) for the
purchase of electricity from BECO's Pilgrim Unit No. 1 dated
August 1, 1972 (Exhibit 7 to the CE 1984 Form 10-K, File No. 2-
7749).

10.1.7.1 Service Agreement between NBGEL and BECO for purchase of stand-by
power for BECO's Pilgrim Station dated August 16, 1978 (Exhibit 1 to
the CE 1988 Form 10-K, File No. 2-7749).

10.1.7.2 System Power Sales Agreement by and between CE and BECO dated July
12, 1984 (Exhibit 1 to the CE Form 10-Q (September 1984), File No.
2-7749).

10.1.7.3 Power Exchange Agreement by and between BECO and CE dated December
1, 1984 (Exhibit 16 to the CE 1984 Form 10-K, File No. 2-7749).

10.1.7.4 Power Exchange Agreement by and between BECO and CEL dated
December 1, 1984 (Exhibit 5 to the CEL 1984 Form 10-K, File No. 2-
7909).

10.1.7.5 Service Agreement for Non-Firm Transmission Service between BECO and
CEL dated July 5, 1984 (Exhibit 4 to the CEL 1984 Form 10-K, File
No. 2-7909).

10.1.8 Agreement for Joint-Ownership, Construction and Operation of New
Hampshire Nuclear Units (Seabrook) dated May 1, 1973 (Exhibit 13(N)
to the NBGEL Form S-1 dated October 1973, File No. 2-49013 and as
amended below:

10.1.8.1 First through Fifth Amendments to 10.1.8 as amended May 24, 1974,
June 21, 1974, September 25, 1974, October 25, 1974 and January 31,
1975, respectively (Exhibit 13(m) to the NBGEL Form S-1 (November 7,
1975), File No. 2-54995).

COMMONWEALTH ENERGY SYSTEM

10.1.8.2 Sixth through Eleventh Amendments to 10.1.8 as amended April 18,
1979, April 25, 1979, June 8, 1979, October 11, 1979 and December
15, 1979, respectively (Refiled as Exhibit 1 to the CEC 1989 Form
10-K, File No. 2-30057).

10.1.8.3 Twelfth through Fourteenth Amendments to 10.1.8 as amended May 16,
1980, December 31, 1980 and June 1, 1982, respectively (Filed as
Exhibits 1, 2, and 3 to the CE 1992 Form 10-K, File No. 2-7749).

10.1.8.4 Fifteenth and Sixteenth Amendments to 10.1.8 as amended April 27,
1984 and June 15, 1984, respectively (Exhibit 1 to the CEC Form 10-
Q (June 1984), File No. 2-30057).

10.1.8.5 Seventeenth Amendment to 10.1.8 as amended March 8, 1985 (Exhibit 1
to the CEC Form 10-Q (March 1985), File No. 2-30057).

10.1.8.6 Eighteenth Amendment to 10.1.8 as amended March 14, 1986 (Exhibit 1
to the CEC Form 10-Q (March 1986), File No. 2-30057).

10.1.8.7 Nineteenth Amendment to 10.1.8 as amended May 1, 1986 (Exhibit 1 to
the CEC Form 10-Q (June 1986), File No. 2-30057).

10.1.8.8 Twentieth Amendment to 10.1.8 as amended September 19, 1986
(Exhibit 1 to the CEC 1986 Form 10-K, File No. 2-30057).

10.1.8.9 Twenty-First Amendment to 10.1.8 as amended November 12, 1987
(Exhibit 1 to the CEC 1987 Form 10-K, File No. 2-30057).

10.1.8.10 Settlement Agreement and Twenty-Second Amendment to 10.1.8, both
dated January 13, 1989 (Exhibit 4 to the CEC 1988 Form 10-K, File
No. 2-30057).

10.1.9 Interim Agreement to Preserve and Protect the Assets of and
Investment in the New Hampshire Nuclear Units dated April 27, 1984
(Exhibit 2 to the CEC Form 10-Q (June 1984), File No. 2-30057).

10.1.10 Resolutions proposed by Merrill Lynch Capital Markets and adopted
by the Joint-Owners of the Seabrook Nuclear Project regarding
Project financing, dated May 14, 1984 (Exhibit 1 to the CEC Form
10-Q (March 1984), File No. 2-30057).

10.1.11 Agreement for Seabrook Project Disbursing Agent establishing YAEC
as the disbursing agent under the Joint-Ownership Agreement, dated
May 23, 1984 (Exhibit 4 to the CEC Form 10-Q (June 1984), File No.
2-30057).

10.1.11.1 First Amendment to 10.1.11 as amended March 8, 1985 (Exhibit 2 to
the CEC Form 10-Q (March 1985), File No. 2-30057).

10.1.11.2 Second through Fifth Amendments to 10.1.11 as amended May 20, 1985,
June 18, 1985, January 2, 1986 and November 12, 1987, respectively
(Exhibit 4 to the CEC 1987 Form 10-K, File No. 2-30057).

COMMONWEALTH ENERGY SYSTEM

10.1.12 Agreement to Share Certain Costs Associated with the Tewksbury-
Seabrook Transmission Line dated May 8, 1986 (Exhibit 2 to the CEC
1986 Form 10-K, File No. 2-30057).

10.1.13 Purchase and Sale Agreement together with an implementing Addendum
dated December 31, 1981, between CE and CEC, for the purchase and
sale of the CE 3.52% joint-ownership interest in the Seabrook
units, dated January 2, 1981 (Refiled as Exhibit 4 to the CE 1992
Form 10-K, File No. 2-7749).

10.1.14 Agreement to transfer ownership, construction and operational
interest in the Seabrook Units 1 and 2 from CE to CEC dated January
2, 1981 (Refiled as Exhibit 3 to the 1991 CE Form 10-K, File No. 2-
7749).

10.1.15 Termination Supplement between CEC, CE and CEL for Seabrook Unit 2,
dated December 8, 1986 (Exhibit 3 to the CEC 1986 Form 10-K, File
No. 2-30057).

10.1.16 Power Contract, as amended to February 28, 1990, superseding the
Power Contract dated September 1, 1986 and amendment dated June 1,
1988, between CEC (seller) and CE and CEL (purchasers) for seller's
entire share of the Net Unit Capability of Seabrook 1 and related
energy (Exhibit 1 to the CEC Form 10-Q (March 1990), File No. 2-
30057).

10.1.17 Agreement between NBGEL and Central Maine Power Company (CMP), for
the joint-ownership, construction and operation of William F. Wyman
Unit No. 4 dated November 1, 1974 together with Amendment No. 1
dated June 30, 1975 (Exhibit 13(N) to the NBGEL Form S-1, File No.
2-54955).

10.1.17.1 Amendments No. 2 and 3 to 10.1.17 as amended August 16, 1976 and
December 31, 1978 (Exhibit 5(a) 14 to the System's Form S-16 (June
1979), File No. 2-64731).

10.1.18 Agreement between the registrant and Montaup Electric Company (MEC)
for use of common facilities at Canal Units I and II and for
allocation of related costs, executed October 14, 1975 (Exhibit 1
to the CEC 1985 Form 10-K, File No. 2-30057).

10.1.18.1 Agreement between the registrant and MEC for joint-ownership of
Canal Unit II, executed October 14, 1975 (Exhibit 2 to the CEC 1985
Form 10-K, File No. 2-30057).

10.1.18.2 Agreement between the registrant and MEC for lease relating to
Canal Unit II, executed October 14, 1975 (Exhibit 3 to the CEC 1985
Form 10-K, File No. 2-30057).

10.1.19 Contract between CEC and NBGEL and CEL, affiliated companies, for
the sale of specified amounts of electricity from Canal Unit 2
dated January 12, 1976 (Exhibit 7 to the System's 1985 Form 10-K,
File No. 1-7316).

COMMONWEALTH ENERGY SYSTEM

10.1.20 Capacity Acquisition Agreement between CEC,CEL and CE dated
September 25, 1980 (Refiled as Exhibit 1 to the 1991 CEC Form 10-K,
File No. 2-30057).

10.1.20.1 Supplement to 10.1.20 consisting of three Capacity Acquisition
Commitments each dated May 7, 1987, concerning Phases I and II of
the Hydro-Quebec Project and electricity acquired from Connecticut
Light and Power Company (CL&P) (Exhibit 1 to the CEC Form 10-Q
(September 1987), File No. 2-30057).

10.1.20.2 Supplements to 10.1.20 consisting of two Capacity Acquisition
Commitments each dated October 31, 1988, concerning electricity
acquired from Western Massachusetts Electric Company and/or CL&P
for periods ranging from November 1, 1988 to October 31, 1994
(Exhibit 2 to the CEC Form 10-Q (September 1989), File No. 2-
30057).

10.1.20.3 Amendment to 10.1.20 as amended and restated June 1, 1993,
henceforth referred to as the Capacity Acquisition and Disposition
Agreement, whereby Canal Electric Company, as agent, in addition to
acquiring power may also sell bulk electric power which Cambridge
Electric Light Company and/or Commonwealth Electric Company owns or
otherwise has the right to sell (Exhibit 1 to Canal Electric's Form
10-Q (September 1993), File No. 2-30057).

10.1.20.4 Capacity Disposition Commitment dated June 25, 1993 by and between
Canal Electric Company (Unit 2) and Commonwealth Electric Company
for the sale of a portion of Commonwealth Electric's entitlement in
Unit 2 to Green Mountain Power Corporation (Exhibit 2 to Canal
Electric's Form 10-Q (September 1993), File No. 2-30057).

10.1.21 Phase 1 Vermont Transmission Line Support Agreement and Amendment
No. 1 thereto between Vermont Electric Transmission Company, Inc.
and certain other New England utilities, dated December 1, 1981 and
June 1, 1982, respectively (Exhibits 5 and 6 to the CE 1992 Form
10-K, File No. 2-7749).

10.1.21.1 Amendment No. 2 to 10.1.21 as amended November 1, 1982 (Exhibit 5
to the CE Form 10-Q (June 1984), File No. 2-7749).

10.1.21.2 Amendment No. 3 to 10.1.21 as amended January 1, 1986 (Exhibit 2 to
the CE 1986 Form 10-K, File No. 2-7749).

10.1.22 Participation Agreement between MEPCO and CEL and/or NBGEL dated
June 20, 1969 for construction of a 345 KV transmission line
between Wiscasset, Maine and Mactaquac, New Brunswick, Canada and
for the purchase of base and peaking capacity from the NBEPC
(Exhibit 13 to the CES 1984 Form 10-K, File No. 1-7316).

10.1.22.1 Supplement Amending 10.1.22 as amended June 24, 1970 (Exhibit 8 to
the CES Form S-7, Amendment No. 1, File No. 2-38372).

COMMONWEALTH ENERGY SYSTEM

10.1.23 Power Purchase Agreement between Weweantic Hydro Associates and CE
for the purchase of available hydro-electric energy produced by a
facility located in Wareham, Massachusetts, dated December 13, 1982
(Exhibit 1 to the CE 1983 Form 10-K, File No. 2-7749).

10.1.23.1 Power Purchase Agreement (Revised) between Weweantic Hydro Associ-
ates and Commonwealth Electric (CE) for the purchase of available
hydro-electric energy produced by a facility located in Wareham,
MA, originally dated December 13, 1982, revised and dated March 12,
1993 (Exhibit 1 to the CE Form 10-Q (June 1993), File No. 2-7749).

10.1.24 Power Purchase Agreement between Pioneer Hydropower, Inc. and CE
for the purchase of available hydro-electric energy produced by a
facility located in Ware, Massachusetts, dated September 1, 1983
(Refiled as Exhibit 1 to the CE 1993 Form 10-K, File No. 2-7749).

10.1.25 Power Purchase Agreement between Corporation Investments, Inc.
(CI), and CE for the purchase of available hydro-electric energy
produced by a facility located in Lowell, Massachusetts, dated
January 10, 1983 (Refiled as Exhibit 2 to the CE 1993 Form 10-K,
File No. 2-7749).

10.1.25.1 Amendment to 10.1.25 between CI and Boott Hydropower, Inc., an
assignee therefrom, and CE, as amended March 6, 1985 (Exhibit 8 to
the CE 1984 Form 10-K, File No. 2-7749).

10.1.26 Phase 1 Terminal Facility Support Agreement dated December 1, 1981,
Amendment No. 1 dated June 1, 1982 and Amendment No. 2 dated
November 1, 1982, between New England Electric Transmission
Corporation (NEET), other New England utilities and CE (Exhibit 1
to the CE Form 10-Q (June 1984), File No. 2-7749).

10.1.26.1 Amendment No. 3 to 10.1.26 (Exhibit 2 to the CE Form 10-Q (June
1986), File No. 2-7749).

10.1.27 Preliminary Quebec Interconnection Support Agreement dated May 1,
1981, Amendment No. 1 dated September 1, 1981, Amendment No. 2
dated June 1, 1982, Amendment No. 3 dated November 1, 1982,
Amendment No. 4 dated March 1, 1983 and Amendment No. 5 dated June
1, 1983 among certain New England Power Pool (NEPOOL) utilities
(Exhibit 2 to the CE Form 10-Q (June 1984), File No. 2-7749).

10.1.28 Agreement with Respect to Use of Quebec Interconnection dated
December 1, 1981, Amendment No. 1 dated May 1, 1982 and Amendment
No. 2 dated November 1, 1982 among certain NEPOOL utilities
(Exhibit 3 to the CE Form 10-Q (June 1984), File No. 2-7749).

10.1.28.1 Amendatory Agreement No. 3 to 10.1.28 as amended June 1, 1990,
among certain NEPOOL utilities (Exhibit 1 to the CEC Form 10-Q
(September 1990), File No. 2-30057).

10.1.29 Phase I New Hampshire Transmission Line Support Agreement between
NEET and certain other New England Utilities dated December 1, 1981
(Exhibit 4 to the CE Form 10-Q (June 1984), File No. 2-7749).

COMMONWEALTH ENERGY SYSTEM

10.1.30 Agreement, dated September 1, 1985, with Respect To Amendment of
Agreement With Respect To Use Of Quebec Interconnection, dated
December 1, 1981, among certain NEPOOL utilities to include Phase
II facilities in the definition of "Project" (Exhibit 1 to the CEC
Form 10-Q (September 1985), File No. 2-30057).

10.1.31 Agreement to Preliminary Quebec Interconnection Support Agreement -
Phase II among Public Service Company of New Hampshire (PSNH), New
England Power Co. (NEP), BECO and CEC whereby PSNH assigns a
portion of its interests under the original Agreement to the other
three parties, dated October 1, 1987 (Exhibit 2 to the CEC 1987
Form 10-K, File No. 2-30057).

10.1.32 Preliminary Quebec Interconnection Support Agreement - Phase II
among certain New England electric utilities dated June 1, 1984
(Exhibit 6 to the CE Form 10-Q (June 1984), File No. 2-7749).

10.1.32.1 First, Second and Third Amendments to 10.1.32 as amended March 1,
1985, January 1, 1986 and March 1, 1987, respectively (Exhibit 1 to
the CEC Form 10-Q (March 1987), File No. 2-30057).

10.1.32.2 Fifth, Sixth and Seventh Amendments to 10.1.32 as amended October
15, 1987, December 15, 1987 and March 1, 1988, respectively
(Exhibit 1 to the CEC Form 10-Q (June 1988), File No. 2-30057).

10.1.32.3 Fourth and Eighth Amendments to 10.1.32 as amended July 1, 1987 and
August 1, 1988, respectively (Exhibit 3 to the CEC Form 10-Q
(September 1988), File No. 2-30057).

10.1.32.4 Ninth and Tenth Amendments to 10.1.32 as amended November 1, 1988
and January 15, 1989, respectively (Exhibit 2 to the CEC 1988 Form
10-K, File No. 2-30057).

10.1.32.5 Eleventh Amendment to 10.1.32 as amended November 1, 1989 (Exhibit
4 to the CEC 1989 Form 10-K, File No. 2-30057).

10.1.32.6 Twelfth Amendment to 10.1.32 as amended April 1, 1990 (Exhibit 1 to
the CEC Form 10-Q (June 1990), File No. 2-30057).

10.1.33 Phase II Equity Funding Agreement for New England Hydro-
Transmission Electric Company, Inc. (New England Hydro)
(Massachusetts), dated June 1, 1985, between New England Hydro and
certain NEPOOL utilities (Exhibit 2 to the CEC Form 10-Q (September
1985), File No. 2-30057).

10.1.34 Phase II Massachusetts Transmission Facilities Support Agreement
dated June 1, 1985, refiled as a single agreement incorporating
Amendments 1 through 7 dated May 1, 1986 through January 1, 1989,
respectively, between New England Hydro and certain NEPOOL
utilities (Exhibit 2 to the CEC Form 10-Q (September 1990), File
No. 2-30057).

COMMONWEALTH ENERGY SYSTEM

10.1.35 Phase II New Hampshire Transmission Facilities Support Agreement
dated June 1, 1985, refiled as a single agreement incorporating
Amendments 1 through 8 dated May 1, 1986 through January 1, 1990,
respectively, between New England Hydro-Transmission Corporation
(New Hampshire Hydro) and certain NEPOOL utilities (Exhibit 3 to
the CEC Form 10-Q (September 1990), File No. 2-30057).

10.1.36 Phase II Equity Funding Agreement for New Hampshire Hydro, dated
June 1, 1985, between New Hampshire Hydro and certain NEPOOL
utilities (Exhibit 3 to the CEC Form 10-Q (September 1985), File
No. 2-30057).

10.1.36.1 Amendment No. 1 to 10.1.36 dated May 1, 1986 (Exhibit 6 to the CEC
Form 10-Q (March 1987), File No. 2-30057).

10.1.36.2 Amendment No. 2 to 10.1.36 as amended September 1, 1987 (Exhibit 3
to the CEC Form 10-Q (September 1987), File No. 2-30057).

10.1.37 Phase II New England Power AC Facilities Support Agreement, dated
June 1, 1985, between NEP and certain NEPOOL utilities (Exhibit 6
to the CEC Form 10-Q (September 1985), File No. 2-30057).

10.1.37.1 Amendments Nos. 1 and 2 to 10.1.37 as amended May 1, 1986 and
February 1, 1987, respectively (Exhibit 5 to the CEC Form 10-Q
(March 1987), File No. 2-30057).

10.1.37.2 Amendments Nos. 3 and 4 to 10.1.37 as amended June 1, 1987 and
September 1, 1987, respectively (Exhibit 5 to the CEC Form 10-Q
(September 1987), File No. 2-30057).

10.1.38 Phase II Boston Edison AC Facilities Support Agreement, dated June
1, 1985, between BECO and certain NEPOOL utilities (Exhibit 7 to
the CEC Form 10-Q (September 1985), File No. 2-30057).

10.1.38.1 Amendments Nos. 1 and 2 to 10.1.38 as amended May 1, 1986 and
February 1, 1987, respectively (Exhibit 2 to the CEC Form 10-Q
(March 1987), File No. 2-30057).

10.1.38.2 Amendments Nos. 3 and 4 to 10.1.38 as amended June 1, 1987 and
September 1, 1987, respectively (Exhibit 4 to the CEC Form 10-Q
(September 1987), File No. 2-30057).

10.1.39 Agreement Authorizing Execution of Phase II Firm Energy Contract,
dated September 1, 1985, among certain NEPOOL utilities in regard
to participation in the purchase of power from Hydro-Quebec
(Exhibit 8 to the CEC Form 10-Q (September 1985), File No. 2-
30057).

10.1.40 System Power Sales Agreement by and between CE, as seller, and
Central Vermont Public Service Corporation (CVPS), as buyer, dated
September 15, 1984 (Exhibit 2 to the CE Form 10-Q (September 1984),
File No. 2-7749).

COMMONWEALTH ENERGY SYSTEM

10.1.40.1 System Sales Agreement by CVPS, as seller, and CE, as buyer, dated
September 15, 1984 (Exhibit 9 to the CE 1984 Form 10-K, File No. 2-
7749).

10.1.40.2 System Sales and Exchange Agreement by and between CVPS and CE on
energy transactions, dated September 15, 1984 (Exhibit 10 to the CE
1984 Form 10-K, File No. 2-7749).

10.1.40.3 System Exchange Agreement by and between CE and CVPS for the
exchange of capacity and associated energy, dated September 3, 1985
(Exhibit 1 to the CE 1985 Form 10-K, File No. 2-7749).

10.1.40.4 Purchase Agreement by and between CEC and CVPS for the purchase of
capacity from CEC for the term March 1, 1991 to October 31, 1995,
dated March 1, 1991 (Exhibit 1 to CEC Form 10-Q (June 1991), File
No. 2-30057).

10.1.40.5 Power Sale Agreement by and between CEC and CVPS for the purchase
of 50 MW of capacity from CVPS's units (25 MW from Vermont Yankee
and 25 MW from Merrimack 2) for the term of March 1, 1991 to
October 31, 1995, dated March 1, 1991 (Exhibit 2 to CEC Form 10-Q
(June 1991), File No. 2-30057).

10.1.41 Agreements by and between Swift River Company and CE for the
purchase of available hydro-electric energy to be produced by units
located in Chicopee and North Willbraham, Massachusetts, both dated
September 1, 1983 (Exhibits 11 and 12 to the CE 1984 Form 10-K,
File No. 2-7749).

10.1.41.1 Transmission Service Agreement between Northeast Utilities'
companies (NU) - The Connecticut Light and Power Company (CL&P) and
Western Massachusetts Electric Company (WMECO), and CE for NU
companies to transmit power purchased from Swift River Company's
Chicopee Units to CE, dated October 1, 1984 (Exhibit 14 to the CE
1984 Form 10-K, File No. 2-7749).

10.1.41.2 Transformation Agreement between WMECO and CE whereby WMECO is to
transform power to CE from the Chicopee Units, dated December 1,
1984 (Exhibit 15 to the CE 1984 Form 10-K, File No. 2-7749).

10.1.42 System Power Sales Agreement by and between CL&P and WMECO, as
buyers, and CE, as seller, dated January 13, 1984 (Exhibit 13 to
the CE 1984 Form 10-K, File No. 2-7749).

10.1.43 System Power Sales Agreement by and between CL&P, WMECO, as
sellers, and CEL, as buyer, of power in excess of firm power
customer requirements from the electric systems of the NU
Companies, dated June 1, 1984, as effective October 25, 1985
(Exhibit 1 to CEL 1985 Form 10-K, File No. 2-7909).

10.1.44 Power Purchase Agreement with Respect to South Meadow Unit Nos. 11,
12, 13, and 14 of the NU system company of CL&P (seller) and CE
(buyer), dated November 1, 1985 (Exhibit 1 to the CE Form 10-Q
(June 1986), File No. 2-7749).

COMMONWEALTH ENERGY SYSTEM

10.1.45 Power Purchase Agreement by and between SEMASS Partnership, as
seller, to construct, operate and own a solid waste disposal
facility at its site in Rochester, Massachusetts and CE, as buyer
of electric energy and capacity, dated September 8, 1981 (Exhibit
17 to the CE 1984 Form 10-K, File No. 2-7749).

10.1.45.1 Power Sales Agreement to 10.1.45 for all capacity and related
energy produced, dated October 31, 1985 (Exhibit 2 to the CE 1985
Form 10-K, File No. 2-7749).

10.1.45.2 Amendment to 10.1.45 for all additional electric capacity and
related energy to be produced by an addition to the Original Unit,
dated March 14, 1990 (Exhibit 1 to the CE Form 10-Q (June 1990),
File No. 2-7749).

10.1.45.3 Amendment to 10.1.45 for all additional electric capacity and
related energy to be produced by an addition to the Original Unit,
dated May 24, 1991 (Exhibit 1 to CE Form 10-Q (June 1991), File No.
2-7749).

10.1.46 System Power Sales Agreement by and between CE (seller) and NEP
(buyer), dated January 6, 1984 (Exhibit 1 to the CE Form 10-Q (June
1985), File No. 2-7749).

10.1.47 Service Agreement by and between CE and NEP dated March 24, 1984,
whereas CE agrees to purchase short-term power applicable to NEP'S
FERC Electric Tariff Number 5 (Exhibit 1 to the CE Form 10-Q (June
1987), File No. 2-7749).

10.1.48 Power Sale Agreement by and between CE (buyer) and Northeast Energy
Associated, Ltd. (NEA) (seller) of electric energy and capacity,
dated November 26, 1986 (Exhibit 1 to the CE Form 10-Q (March
1987), File No. 2-7749).

10.1.48.1 First Amendment to 10.1.48 as amended August 15, 1988 (Exhibit 1 to
the CE Form 10-Q (September 1988), File No. 2-7749).

10.1.48.2 Second Amendment to 10.1.48 as amended January 1, 1989 (Exhibit 2
to the CE 1988 Form 10-K, File No. 2-7749).

10.1.48.3 Power Sale Agreement dated August 15, 1988 between NEA and CE for
the purchase of 21 MW of electricity (Exhibit 2 to the CE Form
10-Q (September 1988), File No. 2-7749).

10.1.48.4 Amendment to 10.1.48.3 as amended January 1, 1989 (Exhibit 3 to the
CE 1988 Form 10-K, File No. 2-7749).

10.1.49 Exchange of Power Agreement between Montaup Electric Company and CE
dated January 17, 1991 (Exhibit 2 to CE Form 10-Q (September 1991)
File No. 2-7749).

COMMONWEALTH ENERGY SYSTEM

10.1.49.1 First Amendment, dated November 24, 1992, to Exchange of Power
Agreement between Montaup Electric Company and Commonwealth
Electric Company (CE) dated January 17, 1991 (Exhibit 1 to CE Form
10-Q (March 1993) File No. 2-7749).

10.1.50 System Power Exchange Agreement by and between Commonwealth
Electric Company (CE) and New England Power Company dated January
16, 1992 (Exhibit 1 to CE Form 10-Q (March 1992), File No. 2-7749).

10.1.50.1 First Amendment, dated September 8, 1992, to System Power Exchange
Agreement by and between Commonwealth Electric Company (CE) and New
England Power Company dated January 16, 1992 (Exhibit 1 to CE Form
10-Q (September 1992), File No. 2-7749).

10.1.50.2 Second Amendment, dated March 2, 1993, to System Power Exchange
Agreement by and between CE and New England Power Company (NEP)
dated January 16, 1992 (Exhibit 2 to CE Form 10-Q (March 1993) File
No. 2-7749).

10.1.51 Power Purchase Agreement and First Amendment, dated September 5,
1989 and August 3, 1990, respectively, by and between Commonwealth
Electric (CE) (buyer) and Dartmouth Power Associates Limited
Partnership (seller), whereby buyer will purchase all of the energy
(67.6 MW) produced by a single gas turbine unit (Exhibit 1 to the
CE Form 10-Q (June 1992), File No. 2-7749).

10.1.52 Power Exchange Contract, dated March 24, 1993, between NEP and
Canal Electric Company (Canal) for an exchange of unit capacity in
which NEP will purchase 20 MW of Canal Unit 2 capacity in exchange
for Canal's purchase of 20 MW of NEP's Bear Swamp Units 1 and 2 (10
MW per unit) commencing May 31, 1993 through April 28, 1997 and NEP
will purchase 50 MW of Canal's Unit 2 capacity in exchange for
Canal's purchase of 50 MW of NEP's Bear Swamp Units 1 and 2 (25 MW
per unit) commencing November 1, 1993 through April 28, 1997
(Exhibit 1 to Canal's Form 10-Q (March 1993) File No. 2-30057).

10.1.53 Power Purchase Agreement by and between Masspower (seller) and Com-
monwealth Electric Company (buyer) for a 11.11% entitlement to the
electric capacity and related energy of a 240 MW gas-fired cogen-
eration facility, dated February 14, 1992 (Exhibit 1 to Common-
wealth Electric's Form 10-Q (September 1993), File No. 2-7749).

10.1.54 Power Sale Agreement by and between Altresco Pittsfield, L.P.
(seller) and Commonwealth Electric Company (buyer) for a 17.2%
entitlement to the electric capacity and related energy of a 160 MW
gas-fired cogeneration facility, dated February 20, 1992 (Exhibit 2
to Commonwealth Electric's Form 10-Q (September 1993), File No. 2-
7749).

10.1.54.1 System Exchange Agreement by and among Altresco Pittsfield, L.P.,
Cambridge Electric Light Company, Commonwealth Electric Company and
New England Power Company, dated July 2, 1993 (Exhibit 3 to
Commonwealth Electric's Form 10-Q (September 1993), File No 2-
7749).

COMMONWEALTH ENERGY SYSTEM

10.1.54.2 Power Sale Agreement by and between Altresco Pittsfield, L. P.
(seller) and Cambridge Electric Light Company (Cambridge Electric)
(buyer) for a 17.2% entitlement to the electric capacity and
related energy of a 160 MW gas-fired cogeneration facility, dated
February 20, 1992 (Exhibit 1 to Cambridge Electric's Form 10-Q
(September 1993), File No. 2-7909).

10.2 Natural gas purchase contracts.

10.2.2 Service Agreement Applicable to Rate Schedule F-1 between AGT and
CG for Firm natural gas services, dated January 28, 1981 (Exhibit 1
to the CG Form 10-Q (March 1987), File No. 2-1647).

10.2.3 Service Agreement Applicable to Rate Schedule F-2 between AGT and
CG for the purchase of certain quantities of natural gas acquired
by AGT from CGS, dated April 11, 1985 (Exhibit 2 to the CG Form 10-
Q (March 1987), File No. 2-1647).

10.2.4 Service Agreement Applicable to Rate Schedule F-3 between AGT and
CG for the purchase of certain quantities of natural gas acquired
by AGT from National Fuel Gas Supply Corporation, dated April 11,
1985 (Exhibit 3 to the CG Form 10-Q (March 1987), File No. 1-1647).

10.2.5 Service Agreement Applicable to Rate Schedule F-4 between AGT and
CG for the purchase of certain quantities of natural gas acquired
by AGT from Texas Eastern Transmission Company, dated December 26,
1985 (Exhibit 4 to the CG Form 10-Q (March 1987), File No. 2-1647).

10.2.6 Gas Service Contract between HOPCO and NBGEL for the performance of
liquefaction, storage and vaporization service and the operation
and maintenance of an LNG facility located at Acushnet, MA dated
September 1, 1971 (Exhibit 8 to the CG 1984 Form 10-K, File No. 2-
1647).

10.2.6.1 Gas Service Contract between HOPCO and CG for the performance of
liquefaction, storage and vaporization services and the operation
of LNG facilities located in Hopkinton, MA dated September 1, 1971
(Exhibit 9 to the CG 1984 Form 10-K, File No. 2-1647).

10.2.6.2 Amendments to 10.2.6 and 10.2.6.1 as amended December 1, 1976
(Exhibits 2 and 3 to the CG 1986 Form 10-K, File No. 2-1647).

10.2.6.3 Supplement 1 to Gas Service Contract between HOPCO and NBGEL dated
September 1, 1973 and September 14, 1977 (Exhibit 5(c)5 to the CES
Form S-16 (June 1979), File No. 2-64731).

10.2.6.4 Supplement 1 to 10.2.6.1 dated September 14, 1977 (Exhibit 5(c)6 to
the CG Form S-16 (June 1979), File No. 2-64731).

10.2.6.5 Supplement 2 to 10.2.6.1 dated September 30, 1982 (Refiled as
Exhibit 2 to the CG 1992 Form 10-K, File No. 2-1647).

COMMONWEALTH ENERGY SYSTEM

10.2.6.6 1986 Consolidating Supplement to CG Service Contract and NBGEL
Service Contract by and between CG and HOPCO dated December 31,
1986 amending and consolidating the CG Service Contract and the
NBGEL Service Contract both as amended December 1, 1976 and
supplemented September 14, 1977 (Exhibit 2 to CG Form 10-Q (March
1988), File No. 2-1647).

10.2.7 Operating Agreement between Air Products and Chemicals, Inc., (APC)
and HOPCO, dated as of September 1, 1971, as supplemented by
Supplements No. 1, No. 2 and No. 3 dated as of July 1, 1974,
August 1, 1975 and January 1, 1985, respectively, with respect to
the operation and maintenance by APC of HOPCO's liquefied natural
gas facilities located at Hopkinton, MA (Exhibit 11 to the CES 1984
Form 10-K, File No. 1-7316).

10.2.7.1 Engineering and Prime Contracting Agreement between APC and HOPCO
for performance of engineering services and capital project
construction at LNG facility in Hopkinton, MA (Exhibit 12 to the
CES 1984 Form 10-K, File No. 1-7316).

10.2.8 Firm Storage Service Transportation Contract by and between TGP and
CG providing for firm transportation of natural gas from CGT, dated
December 15, 1985 (Exhibit 1 to the CG 1985 Form 10-K, File No. 2-
1647).

10.2.9 Agency Agreement for Certain Transportation Arrangements by and
between CG and Citizens Resources Corporation (CRC) whereby CRC
arranges for a third party transportation of natural gas acquired
by CG, dated April 14, 1986 (Exhibit 1 to the CG Form 10-Q (June
1986), File No. 2-1647).

10.2.9.1 Natural Gas Sales Agreement between CG and CRC, dated April 14,
1986 (Exhibit 2 to CG Form 10-Q (June 1986), File No. 2-1647).

10.2.10 Gas Sales Agreement by and between Enron Gas Marketing, Inc. and CG
relating to the sale and purchase of natural gas on an
interruptible basis, dated June 17, 1986 (Exhibit 3 to the CG Form
10-Q (June 1986), File No. 2-1647).

10.2.11 Agency Agreement for Certain Transportation Arrangements, dated
June 18, 1985 and Gas Purchase and Sales Agreement dated August 6,
1985 by and between CG and Tenngasco Corporation and other related
entities (Exhibit 4 to the CG Form 10-Q (June 1986), File No.
2-1647).

10.2.12 Service Agreement dated December 14, 1985 and an amendment thereto
dated May 15, 1986 by and between Texas Eastern Transmission
Corporation (TET) and CG to receive, transport and deliver to
points of delivery natural gas for the account of CG, dated
December 14, 1985 (Exhibit 5 to the CG Form 10-Q (June 1986), File
No. 2-1647).

COMMONWEALTH ENERGY SYSTEM

10.2.13 Gas Transportation Agreement by and between TET and CG to receive,
transport and deliver on an interruptible basis, certain quantities
of natural gas for the account of CG, dated January 31, 1986
(Exhibit 6 to the CG Form 10-Q (June 1986), File No. 2-1647).

10.2.14 Service Agreement dated May 19, 1988, by and between TET and CG,
whereby TET agrees to receive, transport and deliver natural gas to
CG (Exhibit 1 to the CG Form 10-Q (September 1988), File No. 2-
1647).

10.2.15 Gas Sales Agreement by and between Texas Eastern Gas Trading
Company and CG providing for the sale of certain quantities of
natural gas to CG, dated May 15, 1986 (Exhibit 7 to the CG Form 10-
Q (June 1986), File No. 2-1647).

10.2.16 Service Agreement applicable to Rate Schedule TS-3 between TET and
CG for Firm natural gas service, dated April 16, 1987 (Exhibit 1 to
the CG Form 10-Q (June 1987), File No. 2-1647).

10.2.17 Natural Gas Sales Agreement between Summit Pipeline and Producing
Company and CG, dated April 16, 1987 (Exhibit 2 to the CG Form
10-Q (June 1987), File No. 2-1647).

10.2.18 Natural Gas Sales Agreement between Natural Gas Supply Company and
CG, dated May 12, 1987 (Exhibit 3 to the CG Form 10-Q (June 1987),
File No. 2-1647).

10.2.19 Natural Gas Sales Agreement between Stellar Gas Company and CG,
dated April 15, 1988 (Exhibit 1 to the CG Form 10-Q (March 1988),
File No. 2-1647).

10.2.20 Natural Gas Sales Agreement between Amalgamated Gas Pipeline
Company and CG dated April 5, 1988 (Exhibit 1 to the CG Form 10-Q
(June 1988), File No. 2-1647).

10.2.21 Natural Gas Sales Agreement between Gulf Ohio Pipeline Corporation
and CG dated May 18, 1988 (Exhibit 2 to the CG Form 10-Q (June
1988), File No. 2-1647).

10.2.22 Natural Gas Sales Agreement between Phillips Petroleum Company and
CG dated May 18, 1988 (Exhibit 3 to the CG Form 10-Q (June 1988),
File No. 2-1647).

10.2.23 Natural Gas Sales Agreement between TXO Gas Marketing Corp. and CG
dated April 25, 1988 (Exhibit 1 to the CG 1988 Form 10-K, File No.
2-1647).

10.2.24 Gas Transportation Agreement by and between AGT and CG to receive,
transport and deliver certain quantities of natural gas on a firm
basis for the account of CG dated December 1, 1988 (Exhibit 2 to
the CG 1988 Form 10-K, File No. 2-1647).

COMMONWEALTH ENERGY SYSTEM

10.2.25 Natural Gas Sales Agreement between Enermark Gas Gathering
Corporation and CG dated January 6, 1989 (Exhibit 3 to the CG 1988
Form 10-K, File No. 2-1647).

10.2.26 Gas Sales Agreement between BP Gas Inc. (seller) and CG (purchaser)
for the purchase of spot market gas, dated March 31, 1989 with a
contract term of at least one year (Exhibit 1 to the CG Form 10-Q
(March 1989), File No. 2-1647).

10.2.27 Gas Sales Agreement between Tejas Power Corporation (seller) and CG
(purchaser) for the purchase of spot market gas, dated February 21,
1989 with a contract term of at least one year (Exhibit 2 to the CG
Form 10-Q (March 1989), File No. 2-1647).

10.2.28 Gas Sales Agreement between Catamount Natural Gas, Inc. (seller)
and CG (purchaser) for the purchase of spot market gas, dated April
5, 1988, with a contract term of at least one year (Exhibit 1 to
the CG Form 10-Q (June 1989), File No. 2-1647).

10.2.29 Gas Sales Agreement between Transco Energy Marketing Company
(seller) and CG (purchaser) for the purchase of spot market gas,
dated March 1, 1989, with a contract term of at least one year
(Exhibit 2 to the CG Form 10-Q (June 1989), File No. 2-1647).

10.2.30 Gas Sales Agreement between V.H.C. Gas Systems, L.P. (seller) and
CG (purchaser) for the purchase of spot market gas, dated June 2,
1989, with a contract term of at least one year (Exhibit 3 to the
CG Form 10-Q (June 1989), File No. 2-1647).

10.2.31 Gas Sales Agreement between End-Users Supply System (seller) and CG
(purchaser) for the purchase of spot market gas, dated June 29,
1989, with a contract term of at least one year (Exhibit 1 to the
CG Form 10-Q (September 1989), File No. 2-1647).

10.2.32 Gas Sales Agreement between Entrade Corporation (seller) and CG
(purchaser) for the purchase of spot market gas, dated August 14,
1989, with a contract term of at least one year (Exhibit 2 to the
CG Form 10-Q (September 1989), File No. 2-1647).

10.2.33 Gas Sales Agreement between Fina Oil and Chemical Company (seller)
and CG (purchaser) for the purchase of spot market gas, dated July
10, 1989, with a contract term of at least one year (Exhibit 3 to
the CG Form 10-Q (September 1989), File No. 2-1647).

10.2.34 Gas Sales Agreement between Mobil Natural Gas Inc. (seller) and CG
(purchaser) for the purchase of spot market gas, dated August 14,
1989, with a contract term of at least one year (Exhibit 4 to the
CG Form 10-Q (September 1989), File No. 2-1647).

10.2.35 Gas Storage Agreement between Steuben Gas Storage Company (Steuben)
and CG (customer) for the storage and delivery of customer's
natural gas to and from underground gas storage facilities, dated
May 23, 1989, with a contract term of at least one year (Exhibit 4
to the CG Form 10-Q (June 1989), File No. 2-1647).

COMMONWEALTH ENERGY SYSTEM

10.2.35.1 Amendment, dated August 28, 1989, to 10.2.35 dated May 23, 1989
(Exhibit 5 to the CG Form 10-Q (September 1989), File No. 2-1647).

10.2.36 Gas Sales Agreement between PSI, Inc. (seller) and CG (purchaser)
for the purchase of spot market gas, dated September 25. 1989, with
a term of at least one year (Exhibit 1 to the CG 1989 Form 10-K,
File No. 2-1647).

10.2.37 Gas Sales Agreement between Hadson Gas Systems (seller) and CG
(purchaser) for the purchase of firm gas, dated August 15, 1990,
with a contract term of at least six years (Exhibit 1 to the CG
Form 10-Q (September 1990), File No. 2-1647).

10.2.38 Gas Sales Agreement between Odeco Oil Company (seller) and CG
(purchaser) for the purchase of firm gas, dated August 15, 1990,
with a contract term of at least five years (Exhibit 2 to the CG
Form 10-Q (September 1990), File No. 2-1647).

10.2.39 Operating Agreement between AGT, CG and Distrigas of Massachusetts
Corporation in connection with the deliveries of regasified
liquified natural gas into the Algonquin J-system, dated August 1,
1990 (Exhibit 3 to the CG Form 10-Q (September 1990), File No.2-
1647).

10.2.40 Gas Sales Agreement between TEX/CON Marketing Gas Company (seller)
and CG (purchaser) for the purchase of firm gas, dated September
12, 1990, with a contract term of five years (Exhibit 3 to the CG
1990 Form 10-K, File No. 2-1647).

10.2.41 Transportation Agreement between AGT and CG to provide for firm
transportation of natural gas on a daily basis, dated December 1,
1988 (Exhibit 3 to the CG 1991 Form 10-K, File No. 2-1647).

10.2.42 Transportation Assignment Agreement between AGT and CG regarding
Rate Schedule ATAP Agreement No. 9020016 which provides for the
assignment, on an interruptible basis, of firm service rights on
TET's system under Rate Schedule FT-1, dated January 3, 1990, for a
term ending October 31, 1999 (Exhibit 4 to the CG 1991 Form 10-K,
File No. 2-1647).

10.2.43 Gas Sales Agreement between AFT and CG to reduce the volume of Rate
Schedule F-1, dated October 15, 1990 (Exhibit 5 to the CG 1991 Form
10-K, File No. 2-1647).

10.2.44 Transportation Agreement between AFT and CG for Rate Schedule AFT-
1, dated November 1, Agreement No. 90103, 1990 (Exhibit 6 to the CG
1991 Form 10-K, File No. 2-1647).

10.2.45 Transportation Assignment Agreement between AFT and CG regarding
Rate Schedule ATAP Agreement No. 90202, which provides for the
assignment, on a firm basis, of firm service rights on TET's system
under Rate Schedule FT-1 dated November 1, 1990 (Exhibit 7 to the
CG 1991 Form 10-K, File No. 2-1647).

COMMONWEALTH ENERGY SYSTEM

10.2.46 Gas Sales Agreement between TGP and CG under TGP's CD-6 Rate
Schedules dated September 1, 1991 (Exhibit 8 to the CG 1991 Form
10-K, File No. 2-1647).

10.2.47 Transportation Agreement between TGP and CG dated September 1, 1991
(Exhibit 9 to the CG 1991 Form 10-K, File No. 2-1647).

10.2.48 Transportation Agreement between CNG and CG to provide for
transportation of natural gas on a daily basis from Steuben Gas
Storage Company to TGP (Exhibit 10 to the CG 1991 Form 10-K, File
No. 2-1647).

10.2.49 Service Line Agreement by and between Commonwealth Gas Company (CG)
and Milford Power Limited Partnership dated March 12, 1992 for a
term ending January 1, 2013. (Exhibit 1 to the CG Form 10-Q (March
1992), File No. 2-1647.

10.3 Other agreements.

10.3.1 Pension Plan for Employees of Commonwealth Energy System and
Subsidiary Companies as amended and restated January 1, 1993
(Exhibit 1 to CES Form 10-Q (September 1993), File No. 1-7316).

10.3.2 Employees Savings Plan of Commonwealth Energy System and Subsid-
iary Companies as amended and restated January 1, 1993.(Exhibit 2
to CES Form 10-Q (September 1993), File No. 1-7316).

10.3.2.1 First Amendment to the Employees Savings Plan of Commonwealth
Energy System and Subsidiary Companies, as amended and restated as
of January 1, 1993, effective October 1, 1994. (Exhibit 1 to CES
Form S-8 (January 1995), File No. 1-7316).

10.3.3 New England Power Pool Agreement (NEPOOL) dated September 1, 1971
as amended through August 1, 1977, between NEGEA Service
Corporation, as agent for CEL, CEC, NBGEL, and various other
electric utilities operating in New England together with
amendments dated August 15, 1978, January 31, 1979 and February 1,
1980. (Exhibit 5(c)13 to New England Gas and Electric Association's
Form S-16 (April 1980), File No. 2-64731).

10.3.3.1 Thirteenth Amendment to 10.3.3 as amended September 1, 1981
(Refiled as Exhibit 3 to the System's 1991 Form 10-K, File No.
1-7316).

10.3.3.2 Fourteenth through Twentieth Amendments to 10.3.3 as amended
December 1, 1981, June 1, 1982, June 15, 1983, October 1, 1983,
August 1, 1985, August 15, 1985 and September 1, 1985, respectively
(Exhibit 4 to the CES Form 10-Q (September 1985), File No. 1-7316).

10.3.3.3 Twenty-first Amendment to 10.3.3 as amended to January 1, 1986
(Exhibit 1 to the CES Form 10-Q (March 1986), File No. 1-7316).

10.3.3.4 Twenty-second Amendment to 10.3.3 as amended to September 1, 1986
(Exhibit 1 to the CES Form 10-Q (September 1986), File No. 1-7316).

COMMONWEALTH ENERGY SYSTEM

10.3.3.5 Twenty-third Amendment to 10.3.3 as amended to April 30, 1987
(Exhibit 1 to the CES Form 10-Q (June 1987), File No. 1-7316).

10.3.3.6 Twenty-fourth Amendment to 10.3.3 as amended March 1, 1988 (Exhibit
1 to the CES Form 10-Q (March 1989), File No. 1-7316).

10.3.3.7 Twenty-fifth Amendment to 10.3.3. as amended to May 1, 1988
(Exhibit 1 to the CES Form 10-Q (March 1988), File No. 1-7316).

10.3.3.8 Twenty-sixth Agreement to 10.3.3 as amended March 15, 1989 (Exhibit
1 to the CES Form 10-Q (March 1989), File No. 1-7316).

10.3.3.9 Twenty-seventh Agreement to 10.3.3 as amended October 1, 1990
(Exhibit 3 to the CES 1990 Form 10-K, File No. 1-7316)

10.3.3.10 Twenty-eighth Agreement to 10.3.3 as amended September 15, 1992
(Exhibit 1 to the CES Form 10-Q (September 1994), File No. 1-7316)

10.3.3.11 Twenty-ninth Agreement to 10.3.3 as amended May 1, 1993 (Exhibit 2
to the CES Form 10-Q (September 1994), File No. 1-7316)

10.3.4 Fuel Supply, Facilities Lease and Operating Contract by and
between, on the one side, ESCO (Massachusetts), Inc. and Energy
Supply and Credit Corporation, and on the other side, CEC, dated as
of February 1, 1985 (Exhibit 1 to the CEC 1984 Form 10-K, File No.
2-30057

10.3.4.1 Amendments Nos. 1 and 2 to 10.3.5 as amended July 1, 1986 and
November 15, 1989, respectively (Exhibit 3 to the CEC 1989 Form 10-
K, File No. 2-30057).

10.3.5 Assignment and Sublease Agreement and Canal's Consent of Assignment
thereto whereby ESCO-Mass assigns its rights and obligations under
Part II of the Resupply Agreement dated February 1, 1985 to ESCO
Terminals Inc., dated June 4, 1985 (Exhibit 4 to CEC Form 10-Q
(June 1985), File No. 2-30057).

10.3.6 Oil Supply Contract by and between CEC (buyer) and Coastal Oil New
England, Inc. (seller) for a portion of CEC's requirements of No. 6
residual fuel oil, dated July 1, 1991 (Exhibit 3 to CEC Form
10-Q (June 1991), File No. 2-30057).

10.3.6.1 Assignment Agreement between CEC and ESCO (Massachusetts), Inc.
(ESCO-Mass) and Energy Supply and Credit Corporation whereby CEC
assigns to ESCO-Mass rights and obligations under 10.3.7 (above)
dated July 1, 1991 (Exhibit 4 to CEC Form 10-Q (June 1991), File
No. 2-30057).

10.3.7 Guarantee Agreement by CEL (as guarantor) and MYA Fuel Company (as
initial lender) covering the unconditional guarantee of a portion
of the payment obligations of Maine Yankee Atomic Power Company
under a loan agreement and note initially between Maine Yankee and
MYA Fuel Company (Exhibit 3 to the CEL Form 10-K for 1985, File No.
2-7909).

COMMONWEALTH ENERGY SYSTEM

10.3.8 Stock Purchase Agreement by and among Texas Eastern Corporation
(purchaser) and Eastern Gas and Fuel Associates, Commonwealth
Energy System and Providence Energy Corporation (sellers) for the
purchase and sale of ownership interests in Algonquin Energy,
Inc., dated June 10, 1986 (Exhibit 1 to the CEC Form 10-Q (June
1986), File No. 1-7316).

Exhibit 21. Subsidiaries of the Registrant

Incorporated by reference to Exhibit 2 (page 101) to the System's
1988 Annual Report on Form 10-K, File No. 1-7316.

Exhibit 22. Published Report Regarding Matters Submitted to Vote of Security
Holders.

Filed herewith as Exhibit 1 is the Notice of 1995 Annual Meeting,
Proxy Statement and 1994 Financial Information dated March 31,
1995.

Exhibit 27. Financial Data Schedule

Filed herewith as Exhibit 2 is the Financial Data Schedule for the
twelve months ended December 31, 1994.

(b) Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended
December 31, 1994.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Commonwealth Energy System:

We have audited, in accordance with generally accepted auditing standards,
the consolidated financial statements of Commonwealth Energy System appearing
in Exhibit A to the proxy statement for the 1995 annual meeting of
shareholders, incorporated by reference in this Form 10-K, and have issued our
report thereon dated February 21, 1995. Our audits were made for the purpose
of forming an opinion on those consolidated financial statements taken as a
whole. The schedules listed in Part IV, Item 14 of this Form 10-K are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and, in
our opinion, fairly state, in all material respects, the financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.

ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Boston, Massachusetts
February 21, 1995

SCHEDULE I
COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
INVESTMENTS IN, EQUITY IN EARNINGS OF, AND DIVIDENDS RECEIVED FROM RELATED PARTIES
FOR THE YEAR ENDED DECEMBER 31, 1994
(Dollars in Thousands)

Balance at Balance at
Beginning of Year Additions Deductions End of Year
Number Equity Number Notes
of in Other Distribution of Receivable
Shares Investment Earnings (B) of Earnings Shares Investment (A)

SUBSIDIARIES CONSOLIDATED:
(All issues are common stock)
Cambridge Electric Light Company 346 600 $ 43 674 $ 6 242 $ - $ 6 132 346 600 $ 43 784 $ 410
COM/Energy Steam Company 25 500 3 321 1 976 - 1 187 25 500 4 110 105
Canal Electric Company 1 523 200 94 552 14 158 - 10 662 1 523 200 98 048 9 350
Commonwealth Gas Company 2 857 000 107 004 13 568 - 14 571 2 857 000 106 001 2 935
Darvel Realty Trust 26 759 111 - - 26 870 -
COM/Energy Freetown Realty 1 (18 832) (335) 25 000 - 1 5 833 360
COM/Energy Research Park Realty 1 1 045 296 - 455 1 886 -
COM/Energy Cambridge Realty 1 74 (17) - - 1 57 -
COM/Energy Acushnet Realty 1 558 66 - 100 1 524 -
COM/Energy Services Company 3 250 337 49 - 49 3 250 337 -
Commonwealth Electric Company 2 043 972 163 329 16 073 - 15 841 2 043 972 163 561 200
Hopkinton LNG Corp. 5 000 4 019 548 - 674 5 000 3 893 -
$399 840 $52 735 $25 000 $49 671 $427 904 $13 360

OTHER INVESTMENTS:
(Accounted for by the equity method)
Nuclear Electric Power Companies 52 454 $ 9 660 $ 1 242 $ - $ 1 084 52 454 $ 9 818
Hydro-Quebec Phase II 137 442 3 861 508 - 567 137 442 3 802
Other Investments - 28 - - - - 28
$ 13 549 $ 1 750 $ - $ 1 651 $ 13 648
<FN>
NOTES: (A) Notes are written for 11 months and 29 days. Interest is at the prime rate and is adjusted for changes in the
rate during the term of the notes.
(B) Additional investment.

SUBSIDIARIES CONSOLIDATED:
(All issues are common stock)
Cambridge Electric Light Company 346 600 $ 42 774 $ 3 101 $ - $ 2 201 346 600 $ 43 674 $ -
COM/Energy Steam Company 25 500 3 113 1 703 - 1 495 25 500 3 321 830
Canal Electric Company 1 523 200 110 899 15 122 - 31 469 1 523 200 94 552 -
Commonwealth Gas Company 2 407 000 88 157 16 299 18 000 15 452 2 857 000 107 004 355
Darvel Realty Trust 26 1 127 (368) - - 26 759 -
COM/Energy Freetown Realty 1 (16 565) (2 267) - - 1 (18 832) 26 480
COM/Energy Research Park Realty 1 885 347 - 187 1 1 045 -
COM/Energy Cambridge Realty 1 157 (8) - 75 1 74 -
COM/Energy Acushnet Realty 1 560 69 - 71 1 558 -
COM/Energy Services Company 3 250 337 49 - 49 3 250 337 -
Commonwealth Electric Company 1 606 472 128 093 12 078 35 000 11 842 2 043 972 163 329 -
Hopkinton LNG Corp. 5 000 4 931 548 - 1 460 5 000 4 019 190
$364 468 $46 673 $53 000 $64 301 $399 840 $27 855

OTHER INVESTMENTS:
(Accounted for by the equity method)
Nuclear Electric Power Companies 52 454 $ 9 690 $ 1 069 $ - $ 1 099 52 454 $ 9 660
Hydro-Quebec Phase II 137 442 4 170 573 - 882 137 442 3 861
Other Investments - 28 - - - - 28
$ 13 888 $ 1 642 $ - $ 1 981 $ 13 549
<FN>
NOTES: (A) Notes are written for 11 months and 29 days. Interest is at the prime rate and is adjusted for changes in the
rate during the term of the notes.
(B) Additional investment.

SCHEDULE I

COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
INVESTMENTS IN, EQUITY IN EARNINGS OF, AND DIVIDENDS RECEIVED FROM RELATED PARTIES
FOR THE YEAR ENDED DECEMBER 31, 1992
(Dollars in Thousands)

SUBSIDIARIES CONSOLIDATED:
(All issues are common stock)
Cambridge Electric Light Company 304 600 $ 37 945 $ 64 $5 250 $ 485 346 600 $ 42 774 $ -
COM/Energy Steam Company 25 500 3 106 1 272 - 1 265 25 500 3 113 -
Canal Electric Company 1 523 200 109 069 19 347 - 17 517 1 523 200 110 899 2 840
Commonwealth Gas Company 2 407 000 82 930 14 855 - 9 628 2 407 000 88 157 5 780
Darvel Realty Trust 26 1 557 45 - 475 26 1 127 -
COM/Energy Freetown Realty 1 (15 317) (1 248) - - 1 (16 565) 25 262
COM/Energy Research Park Realty 1 1 240 380 - 735 1 885 -
COM/Energy Cambridge Realty 1 82 75 - - 1 157 -
COM/Energy Acushnet Realty 1 558 72 - 70 1 560 -
COM/Energy Services Company 3 250 337 49 - 49 3 250 337 -
Commonwealth Electric Company 1 606 472 127 362 9 004 - 8 273 1 606 472 128 093 8 445
Hopkinton LNG Corp. 5 000 4 295 1 322 - 686 5 000 4 931 70
$353 164 $45 237 $5 250 $39 183 $364 468 $42 397

OTHER INVESTMENTS:
(Accounted for by the equity method)
Nuclear Electric Power Companies 52 454 $ 9 629 $ 1 397 $ - $ 1 336 52 454 $ 9 690
Hydro-Quebec Phase II 137 442 4 372 619 - 821 137 442 4 170
Other Investments - 28 - - - - 28
$ 14 029 $ 2 016 $ - $ 2 157 $ 13 888
<FN>
NOTES: (A) Notes are written for 11 months and 29 days. Interest is at the prime rate and is adjusted for changes in the
rate during the term of the notes.
(B) Additional investment.

SCHEDULE II

COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

VALUATION AND QUALIFYING ACCOUNTS

FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 AND 1992

(Dollars in Thousands)

Additions
Balance at Provision Deductions Balance
Beginning Charged to Accounts at End
Description of Year Operations Recoveries Written Off of Year

Year Ended December 31, 1994

Allowance for
Doubtful Accounts $7 761 $ 9 396 $2 138 $11 339 $7 956

Year Ended December 31, 1993

Allowance for
Doubtful Accounts $6 861 $ 9 468 $2 142 $10 710 $7 761

Year Ended December 31, 1992

Allowance for
Doubtful Accounts $5 233 $12 082 $1 918 $12 372 $6 861

COMMONWEALTH ENERGY SYSTEM

FORM 10-K DECEMBER 31, 1994

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

COMMONWEALTH ENERGY SYSTEM
(Registrant)

By: WILLIAM G. POIST
William G. Poist, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Principal Executive Officer:

WILLIAM G. POIST March 23, 1995
William G. Poist,
President and Chief Executive Officer

Principal Financial Officer:

JAMES D. RAPPOLI March 23, 1995
James D. Rappoli,
Financial Vice President and Treasurer

Principal Accounting Officer:

JOHN A. WHALEN March 23, 1995
John A. Whalen,
Comptroller

A majority of the Board of Trustees:

SINCLAIR WEEKS, JR. March 23, 1995
Sinclair Weeks, Jr., Chairman of
the Board

SHELDON A. BUCKLER March 23, 1995
Sheldon A. Buckler, Trustee

PETER H. CRESSY March 23, 1995
Peter H. Cressy, Trustee

HENRY DORMITZER March 23, 1995
Henry Dormitzer, Trustee

COMMONWEALTH ENERGY SYSTEM

FORM 10-K DECEMBER 31, 1994

SIGNATURES
(Continued)

B. L. FRANCIS March 23, 1995
Betty L. Francis, Trustee

FRANKLIN M. HUNDLEY March 23, 1995
Franklin M. Hundley, Trustee

WILLIAM J. O'BRIEN, March 23, 1995
William J. O'Brien, Trustee

WILLIAM G. POIST March 23, 1995
William G. Poist, Trustee

March , 1995
Gerald L. Wilson, Trustee

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation
by reference in this Form 10-K of our report dated February 21, 1995 included
in Exhibit A to the proxy statement for the 1995 annual meeting of
shareholders and the incorporation of our reports included and incorporated by
reference in this Form 10-K into the System's previously filed Registration
Statements on Form S-8 File No. 33-57467 and on Form S-3 File No. 33-55593.
It should be noted that we have not audited any financial statements of the
System subsequent to December 31, 1994 or performed any audit procedures
subsequent to the date of our report.

ARTHUR ANDERSEN LLP
Arthur Andersen LLP

Boston, Massachusetts
March 30, 1995