EXHIBIT 11
NIAGARA MOHAWK POWER CORPORATION AND SUBSIDIARY COMPANIES
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Computation of the Average Number of Shares of Common Stock Outstanding
For the Three Months and Nine Months Ended September 30, 1996 and 1995
(4)
Average Number
of Shares
Outstanding as
Shown on
Consolidated
Statement
(1) (2) (3) of Income
Shares of Number Share (3 divided by
Common of Days Days Number of Days
Stock Outstanding (2 X 1) in Period)
--------- ----------- ------- --------------
FOR THE THREE MONTHS ENDED SEPTEMBER 30:
JULY 1 - SEPTEMBER 30, 1996 144,349,839 92 13,280,185,188
SHARES ISSUED -
ACQUISITION - SYRACUSE
SUBURBAN GAS COMPANY, INC. - 15,375 83 1,276,125
----------- --------------
144,365,214 13,281,461,313 144,363,710
=========== ============== ===========
July 1 - September 30, 1995 144,330,482 92 13,278,404,344 144,330,482
=========== ============== ===========
FOR THE NINE MONTHS ENDED SEPTEMBER 30:
JANUARY 1 - SEPTEMBER 30, 1996 144,332,123 274 39,547,001,702
SHARES ISSUED AT VARIOUS
TIMES DURING THE PERIOD -
ACQUISITION - SYRACUSE
SUBURBAN GAS COMPANY, INC. - 33,091 *<F1> 3,353,281
----------- --------------
144,365,214 39,550,354,983 144,344,361
=========== ============== ===========
January 1 - September 30, 1995 144,311,466 273 39,397,030,218
Shares issued at various
times during the period -
Dividend Reinvestment Plan 19,016 *<F1> 4,620,888
----------- --------------
144,330,482 39,401,651,106 144,328,392
=========== ============== ===========
NOTE: Earnings per share calculated on both a primary and fully diluted basis are the
same due to the effects of rounding.
<FN>
<F1>* Number of days outstanding not shown as shares represent an accumulation of weekly,
monthly or quarterly issues throughout the period. Share days for shares issued
are based on the total number of days each share was outstanding during the period.
EXHIBIT 12
NIAGARA MOHAWK POWER CORPORATION AND SUBSIDIARY COMPANIES
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Statement Showing Computation of Ratio of Earnings to Fixed
Charges, Ratio of Earnings to Fixed Charges without AFC and
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends
for the Twelve Months Ended September 30, 1996
(In thousands of dollars)
A. Net Income $ 164,072
B. Taxes Based on Income or Profits 89,584
---------
C. Earnings, Before Income Taxes 253,656
D. Fixed Charges (a) 311,217
---------
E. Earnings Before Income Taxes and
Fixed Charges 564,873
F. Allowance for Funds Used During
Construction (AFC) 5,610
---------
G. Earnings Before Income Taxes and
Fixed Charges without AFC $ 559,263
=========
PREFERRED DIVIDEND FACTOR:
H. Preferred Dividend Requirements $ 38,404
---------
I. Ratio of Pre-tax Income to Net
Income (C/A) 1.546
---------
J. Preferred Dividend Factor (HxI) $ 59,373
K. Fixed Charges as Above (D) 311,217
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L. Fixed Charges and Preferred Dividends
Combined $ 370,590
=========
M. Ratio of Earnings to Fixed
Charges (E/D) 1.82
=========
N. Ratio of Earnings to Fixed Charges
without AFC (G/D) 1.80
=========
O. Ratio of Earnings to Fixed Charges
and Preferred Dividends Combined (E/L) 1.52
=========
(a) Includes a portion of rentals deemed representative of the
interest factor ($26,872).
EXHIBIT 15
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November 13, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We are aware that Niagara Mohawk Power Corporation has included our
report dated November 13, 1996 (issued pursuant to the provisions
of Statement on Auditing Standards No. 71) in the Registration
Statements on Form S-8 (Nos. 33-36189, 33-42771 and 333-13781) and
in the Prospectus constituting part of the Registration Statements
on Form S-3 (Nos. 33-45898, 33-50703, 33-51073, 33-54827 and 33-
55546). We are also aware of our responsibilities under the
Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
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