UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-Q
	[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2007 OR [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have 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 and (2) have been subject to such filing requirements for the past 90 days. Yes [   ] No [X]
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Securities Exchange Act. (Check one) Large accelerated filers [   ]          Accelerated filers [   ]          Non-accelerated filers [X]
Indicate by check mark whether the registrants are shell companies as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes  [   ]    No  [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of April 30, 2007, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP). Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant. The registrants make no representations whatsoever as to ESI Tractebel Funding Corp. (Funding Corp.), and Acquisition Corp. makes no representations whatsoever as to Northeast Energy Associates, a limited partnership (NEA) or North Jersey Energy Associates, a limited partnership (NJEA, and collectively with NEA the Partnerships).

FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could have a significant impact on the Acquisition Corp.'s and/or NE LP's (together, the registrants) operations and financial results, and that could cause Acquisition Corp.'s and/or NE LP's actual results to differ materially from those contained in forward-looking statements made by or on behalf of either of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise.
·	The registrants are subject to complex laws and regulations and to changes in laws and regulations as well as changing governmental policies and regulatory actions, including initiatives regarding deregulation and restructuring of the energy industry and environmental matters.
·	A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to a limited number of power purchasers, which creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold in the merchant markets based on market conditions at the time of sale, and the amount and timing of revenues to be received from the merchant markets in the future is uncertain.
·	The operation and maintenance of power generation facilities involves significant risks that could adversely affect the results of operations and financial condition of the registrants.
·	The use of derivative contracts by NE LP and the Partnerships in the normal course of business could result in financial losses that negatively impact the results of operations of the registrants.
·	The competitive energy business is subject to risks, many of which are beyond the control of the registrants, that may reduce the revenues and adversely impact the results of operations and financial condition of the registrants.
·	Weather affects the registrants' results of operations.
·	The registrants are subject to costs and other effects of legal proceedings as well as changes in or additions to applicable tax laws, rates or policies, rates of inflation, accounting standards, securities laws and corporate governance requirements.
·	Threats of terrorism and catastrophic events that could result from terrorism may impact the operations of the registrants in unpredictable ways.
·	The registrants' ability to obtain insurance and the terms of any available insurance coverage could be affected by national, state or local events and registrant-specific events.
·	The registrants are substantially leveraged and subject to restrictive covenants that limit additional borrowings, and the registrants' ability to fund principal and interest payments as well as capital expenditures depend on the future performance of the Partnerships.
·	All obligations of the Partnerships are non-recourse to the owners of the registrants.
These and other risk factors are included in Part I, Item 1A. Risk Factors of the registrants' Annual Report on Form 10-K for the year ended December 31, 2006 (2006 Form 10-K).
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which such statement is made. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

						March 31, 2007		December 31, 2006
ASSETS
Current assets:
	Cash and cash equivalents					$	122,289	$	84,125
	Accounts receivable						71,154		100,636
	Spare parts inventories						4,609		4,574
	Fuel inventories						5,273		10,034
	Prepaid expenses and other current assets						1,045		5,290
				Total current assets			204,370		204,659
Non-current assets:
		Deferred debt issuance costs (net of accumulated amortization of $5,425 and $5,307, respectively)					1,535		1,653
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $174,291 and $170,338, respectively)					346,656		349,592
		Power purchase agreements (net of accumulated amortization of $553,398 and $533,127, respectively)					387,959		408,229
		Other assets					6,561		6,213
					Total non-current assets		747,423		770,399
TOTAL ASSETS						$	951,793	$	975,058
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	54,021	$	80,342
	Current portion of note payable - the Acquisition Corp.						22,000		28,600
	Current portion of note payable - affiliate						3,375		3,375
	Accrued interest payable						9,238		19,247
	Accounts payable						1,546		1,830
	Due to related parties						31,005		23,472
	Other accrued expenses						17,898		24,641
			Total current liabilities				139,083		181,507
Non-current liabilities:
		Deferred revenue					27,560		24,100
		Notes payable - the Funding Corp.					171,640		171,640
		Note payable - the Acquisition Corp.					149,600		149,600
		Note payable - affiliate					14,227		14,227
		Energy bank and other liabilities					152		1,621
		Lease payable					554		554
					Total non-current liabilities		363,733		361,742
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						8,979		8,636
	Limited partners						439,998		423,173
			Total partners' equity				448,977		431,809
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	951,793	$	975,058

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended March 31,
					2007			2006
REVENUES				$	62,659		$	87,226
COSTS AND EXPENSES (INCOME):
	Fuel (net of fuel sales)				86			(9,335	)
	Operations and maintenance				3,853			3,234
	Depreciation and amortization				24,785			24,365
	General and administrative				2,395			2,542
			Total costs and expenses		31,119			20,806
OPERATING INCOME					31,540			66,420
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			118			129
		Interest expense			9,407			11,920
		Interest income			(620	)		(515	)
		Loss on disposal of assets			620			-
			Total other expense - net		9,525			11,534
NET INCOME				$	22,015		$	54,886

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Three Months Ended March 31,
				2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	78,078		$	76,256
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(2,146	)		(745	)
		Net cash used in investing activities		(2,146	)		(745	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on the Funding Corp. notes			(26,321	)		-
	Principal payments on the Acquisition Corp. note			(6,600	)		-
	Distributions to partners			(4,847	)		(45,307	)
		Net cash used in financing activities		(37,768	)		(45,307	)
Net increase in cash and cash equivalents				38,164			30,204
Cash and cash equivalents at beginning of period				84,125			96,055
Cash and cash equivalents at end of period			$	122,289		$	126,259
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	19,247		$	-

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CONDENSED COMBINED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

						March 31, 2007		December 31, 2006
ASSETS
Current assets:
	Cash and cash equivalents					$	102,051	$	70,398
	Accounts receivable						71,154		100,636
	Spare parts inventories						4,609		4,574
	Fuel inventories						5,273		10,034
	Prepaid expenses and other current assets						1,034		5,282
				Total current assets			184,121		190,924
Non-current assets:
		Land					4,712		4,712
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $174,291 and $170,338, respectively)					346,656		349,592
		Power purchase agreements (net of accumulated amortization of $553,398 and $533,127, respectively)					387,959		408,229
		Other assets					6,560		6,213
					Total non-current assets		745,887		768,746
TOTAL ASSETS						$	930,008	$	959,670
LIABILITIES AND PARTNERS' EQUITY
Current liabilities:
	Current portion of notes payable - the Funding Corp.					$	54,021	$	80,342
	Accrued interest payable						5,451		12,129
	Accounts payable						1,546		1,830
	Due to related parties						31,005		23,471
	Other accrued expenses						9,252		15,995
			Total current liabilities				101,275		133,767
Non-current liabilities:
		Deferred revenue					27,560		24,100
		Notes payable - the Funding Corp.					171,640		171,640
		Energy bank and other liabilities					-		1,471
		Lease payable					554		554
					Total non-current liabilities		199,754		197,765
COMMITMENTS AND CONTINGENCIES
Partners' equity:
	General partners						6,291		6,282
	Limited partners						622,688		621,856
			Total partners' equity				628,979		628,138
TOTAL LIABILITIES AND PARTNERS' EQUITY						$	930,008	$	959,670

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NEA and NJEA.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended March 31,
				2007			2006
REVENUES				$	62,659		$	87,226
COSTS AND EXPENSES (INCOME):
	Fuel (net of fuel sales)				86			(9,335	)
	Operations and maintenance				3,853			3,234
	Depreciation and amortization				24,785			24,365
	General and administrative				2,395			2,536
			Total costs and expenses		31,119			20,800
OPERATING INCOME					31,540			66,426
OTHER EXPENSE (INCOME):
		Interest expense			5,620			7,805
		Interest income			(609	)		(506	)
		Loss on disposal of assets			620			-
			Total other expense - net		5,631			7,299
NET INCOME				$	25,909		$	59,127

CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Three Months Ended March 31,
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	85,188		$	76,249
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(2,146	)		(745	)
		Net cash used in investing activities		(2,146	)		(745	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payments on notes			(26,321	)		-
	Distributions to partners			(25,068	)		(61,658	)
		Net cash used in financing activities		(51,389	)		(61,658	)
Net increase in cash and cash equivalents				31,653			13,846
Cash and cash equivalents at beginning of period				70,398			96,047
Cash and cash equivalents at end of period			$	102,051		$	109,893
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	12,129		$	-

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the 2006 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

			March 31, 2007		December 31, 2006
ASSETS
Current assets:
	Cash		$	1	$	1
	Interest receivable from the Partnerships			5,451		12,129
	Current portion of notes receivable from the Partnerships			54,021		80,342
		Total current assets		59,473		92,472
Notes receivable from the Partnerships				171,640		171,640
TOTAL ASSETS			$	231,113	$	264,112
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable		$	54,021	$	80,342
	Accrued interest payable			5,451		12,129
		Total current liabilities		59,472		92,471
Debt securities payable				171,640		171,640
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding			1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	231,113	$	264,112

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended March 31,
	2007			2006
Interest income - affiliate	$	5,451		$	6,677
Interest expense		(5,451	)		(6,677	)
NET INCOME	$	-		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Funding Corp.

ESI TRACTEBEL FUNDING CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Three Months Ended March 31,
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			26,321			-
		Net cash provided by investing activities		26,321			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(26,321	)		-
		Net cash used in financing activities		(26,321	)		-
Net change in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	12,129		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

				March 31, 2007		December 31, 2006
ASSETS
Current assets:
	Interest receivable from NE LP			$	3,428	$	7,119
	Current portion of note receivable from NE LP				22,000		28,600
			Total assets		25,428		35,719
Non-current assets:
	Due from NE LP				152		152
	Note receivable from NE LP				149,600		149,600
			Total non-current assets		149,752		149,752
TOTAL ASSETS				$	175,180	$	185,471
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	40	$	40
	Accrued interest payable				3,428		7,119
	Current portion of debt securities payable				22,000		28,600
		Total current liabilities			25,468		35,759
Non-current liabilities:
	Debt securities payable				149,600		149,600
	Other				34		36
			Total non-current liabilities		149,634		149,636
TOTAL LIABILITIES					175,102		185,395
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				78		76
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	175,180	$	185,471

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended March 31,
	2007			2006
Interest income - affiliate	$	3,428		$	3,691
Interest expense		(3,425	)		(3,688	)
Income before income taxes		3			3
Income tax expense		(1	)		(1	)
NET INCOME	$	2		$	2

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Three Months Ended March 31,
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			6,600			-
		Net cash provided by investing activities		6,600			-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(6,600	)		-
		Net cash used in financing activities		(6,600	)		-
Net change in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	7,119		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2006 Form 10-K for the Acquisition Corp.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
ESI TRACTEBEL FUNDING CORP.
ESI TRACTEBEL ACQUISITION CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the 2006 Form 10-K for the registrants. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Prior year's amounts included in the Condensed Consolidated Financial Statements and the Condensed Combined Financial Statements and the Notes herein have been adjusted to reflect the retrospective application of a Financial Accounting Standards Board (FASB) Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. The results of operations for an interim period generally will not give a true indication of results for the year.

1. Combined Statement of Partners' Equity

NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2006	$	2,442	$	241,706	$	244,148	$	3,840	$	380,150	$	383,990	$	6,282	$	621,856	$	628,138
Balances, March 31, 2007	$	2,410	$	238,504	$	240,914	$	3,881	$	384,184	$	388,065	$	6,291	$	622,688	$	628,979

The Partnerships (NEA and NJEA) paid distributions to NE LP totaling $25.1 million and $61.7 million for the three months ended March 31, 2007 and 2006, respectively. NE LP paid distributions to its partners totaling $4.8 million and $45.3 million for the three months ended March 31, 2007 and 2006, respectively.

2. Accounting for Derivative Instruments and Hedging Activities

Derivative instruments are recorded on NE LP's and the Partnerships' consolidated and combined balance sheets as either an asset or liability (in prepaid expenses and other current assets, other assets and other accrued expenses) measured at fair value in accordance with Statement of Financial Accounting Standards 133 "Accounting for Derivative Instruments and Hedging Activities," (as amended and interpreted). NE LP and the Partnerships use derivative instruments (primarily forward purchases and sales, swaps and options) to manage the commodity price risk inherent in fuel and electricity contracts. In addition NE LP and the Partnerships use derivatives to optimize the value of power generation assets.

All changes in the derivatives' fair value (unrealized mark-to-market gains and losses) for power purchases and sales are recognized net in revenues, and fuel purchases and sales are recognized net in fuel expense unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge at inception and it must be highly effective in offsetting the hedged risk. Additionally, for hedges of commodity price risk, physical delivery for forecasted commodity transactions must be probable. NE LP and the Partnerships believe that where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has not occurred. Generally, the hedging instrument's effectiveness is assessed utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. At March 31, 2007, no cash flow hedges existed at NE LP and the Partnerships. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income (OCI) and is reclassified into earnings in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of these hedges flows through earnings in the current period. Settlement gains and losses are included within the line items in the statements of operations to which they relate. There were no net gains/losses on cash flow hedges in comprehensive income for the three months ended March 31, 2007 and 2006. As a result, there were no differences between comprehensive income and net income for the three months ended March 31, 2007 and 2006, respectively.

Unrealized mark-to-market (losses)/gains on derivative transactions were $(5.3) million and $1.3 million for the quarters ended March 31, 2007 and 2006, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. The current portion of the derivative liability was $0.6 million at March 31, 2007 and is included in the condensed consolidated and combined balance sheets under other accrued expenses. There were no non-current derivative liabilities at March 31, 2007. There were no derivative assets at March 31, 2007.

3. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at March 31, 2007 are as follows:

NE LP AND THE PARTNERSHIPS
March 31, 2007
(Thousands of Dollars)

			Total		2007		2008 - 09		2010 - 11		Thereafter
CONTRACTUAL OBLIGATIONS
The Partnerships:
	Funding Corp. debt(a)		$	276,864	$	74,566	$	132,295	$	70,003	$	-
	Operating leases			1,618		223		630		678		87
	Other long-term obligations:
	Administrative agreement(b)			7,050		450		1,200		1,200		4,200
	O&M agreement(b)			14,625		1,125		3,000		3,000		7,500
	Fuel management agreement(b)			15,075		675		1,800		1,800		10,800
	Steam sales termination agreement(c)			3,113		3,113		-		-		-
	Natural gas, including transportation and storage			52,457		7,122		19,340		17,772		8,223
Total Partnerships				370,802		87,274		158,265		94,453		30,810
NE LP:
	Acquisition Corp. debt(a)			217,391		35,271		69,582		112,538		-
	Affiliate debt(a)			21,442		4,765		9,530		7,147		-
Total NE LP				238,833		40,036		79,112		119,685		-
Total contractual obligations			$	609,635	$	127,310	$	237,377	$	214,138	$	30,810
(a)		Includes principal and interest.
(b)		Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.
(c)		Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed by the New Jersey utility annually under the terms of an amended and restated power purchase agreement.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2006 Form 10-K for the registrants. The results of operations for an interim period generally will not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.

Results of Operations

NE LP Consolidated and the Partnerships - NE LP's net income for the first quarter of 2007 was $22.0 million compared to $54.9 million for the same period in 2006, and the Partnerships' net income for the first quarter of 2007 was $25.9 million compared to $59.1 million for the same period in 2006. The first quarter 2006 net income of NE LP and the Partnerships has been adjusted to reflect the retrospective application of a FASB Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. Net income decreased for the three months ended March 31, 2007 compared to the same period in 2006, due primarily to lower revenues net of purchased power of $17.4 million resulting from unfavorable pricing under the power purchase agreements during the quarter, higher purchased power costs of $1.2 million due primarily to supplying power from the market rather than the facilities, lower utility energy bank amortization of $9.6 million due to NEA's satisfaction of the energy bank liability balance in January 2007, higher fuel expense of $3.2 million due to lower margin on gas sales, and unrealized mark-to-market losses on derivatives of approximately $5.3 million compared to gains of approximately $1.3 million in the same period in 2006. These decreases were partially offset by increased capacity revenues of $2.9 million and lower interest expense of $2.5 million due to lower outstanding debt balances.

Revenue decreased for the three months ended March 31, 2007 compared to the same period in 2006 primarily due to unfavorable pricing under the power purchase agreements of $17.4 million, higher purchased power costs of $1.2 million due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements, and lower utility energy bank amortization of $9.6 million, partially offset by an increase of $2.9 million in capacity revenue. NE LP's revenues for the three months ended March 31, 2007 and 2006 were comprised of $62.7 million and $87.2 million of power sales to utilities, net of purchased power, respectively.

Fuel expense, net of fuel sales, increased for the three months ended March 31, 2007 compared to the same period in 2006 by $3.2 million due to lower margin on gas sales and $6.6 million due to lower unrealized mark-to-market gains on derivatives primarily associated with gas storage supply. These increases in fuel expense, net of fuel sales, were partially offset by $0.4 million due to supplying power from the market rather than the NJEA and NEA facilities.

Operations and maintenance expense increased for the three months ended March 31, 2007 compared to the same period in 2006 primarily as a result of scheduled maintenance outages at the NJEA and NEA facilities and repair work performed on one of NEA's combustion turbines.

Depreciation and amortization expense increased for the three months ended March 31, 2007 compared to the same period in 2006 due primarily to increased amortization of the 2005 addition of an intangible asset of $29.9 million related to the NEA amended and restated power purchase agreement.

NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. NE LP and the Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the trust indentures, the December 30, 2006 debt service payment was made on January 2, 2007, and included $19.2 million of accrued interest at December 31, 2006. Interest expense for NE LP and the Partnerships decreased in the first three months of 2007 due to decreasing principal balances on their outstanding debt and NEA's satisfaction of the energy bank liability balance in January 2007.

Interest income increased for the first quarter of 2007 compared to the same period in 2006 due to higher cash balances and interest rates.

In connection with repair work performed on one of NEA's combustion turbines, NE LP and the Partnerships recognized a loss on disposal of assets of $0.6 million for the three months ended March 31, 2007.

Transcontinental Gas Pipeline Corporation (Transco) filed a new general rate case on August 31, 2006 with the Federal Energy Regulatory Commission (FERC). The rate case proposed rate increases for most services, fueled largely by a proposed increase of approximately $250 million in the cost of service. NEA currently holds 50,508 MMBtu/day of capacity on Transco's system, and the proposed rates would result in an annual increase of approximately $0.7 million in transportation costs for NEA. FPL Energy, LLC (FPL Energy) on behalf of NEA and other plants operated by FPL Energy, filed a protest of the rate increase with FERC on September 12, 2006. FERC has issued an order setting this proceeding for a hearing on September 5, 2007. The filed rates went into effect on March 1, 2007. If FPL Energy's protest on behalf of NEA is successful, a portion of the increased rates would be refunded. Settlement conferences were held in February, April and May 2007, with no resolutions reached. Additional settlement conferences will be held in the second quarter of 2007.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the trust indentures, the December 30, 2006 debt service payment was made on January 2, 2007 and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 for the Funding Corp. and the Acquisition Corp., respectively. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the first three months of 2007 as a result of decreasing principal balances on their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships - The increases in net cash provided by operating activities for NE LP and the Partnerships for the three months ended March 31, 2007 compared to the three months ended March 31, 2006 were primarily due to increased capacity revenues in 2007, partially offset by higher purchased power as a result of sourcing power from the market rather than the NJEA and NEA facilities.

Capital expenditures for the Partnerships were $2.1 million and $0.7 million for the three months ended March 31, 2007 and 2006, respectively. The increase relates to various upgrades of equipment at the two generating facilities.

NE LP and each of the Partnerships make scheduled interest and principal payments on their outstanding debt. Each is scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the trust indentures, the December 30, 2006 debt service payment was made on January 2, 2007, and included $19.2 million of accrued interest at December 31, 2006.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt on June 30 and December 30. Under the terms of the trust indentures, the December 30, 2006 debt service payment was made on January 2, 2007, and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 for the Funding Corp. and the Acquisition Corp., respectively.

NE LP's and the Partnerships' long-term contractual obligations at March 31, 2007 are shown in Note 3.

Market Risk Sensitivity

Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power.

NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their trading and mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of March 31, 2007 and December 31, 2006, the VaR figures (in thousands) are as follows:

		Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total
December 31, 2006		$	-	$	15	$	15
March 31, 2007		$	-	$	10	$	10
Average for the period ended March 31, 2007		$	-	$	11	$	11
(a)	Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.
(b)	Non-managed hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-managed hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

Concentration of Credit Risk - At March 31, 2007 and December 31, 2006, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to three utilities under long-term power purchase agreements. If any one or more of these customers' receivable balances should be deemed uncollectible, it could have a material adverse effect on NE LP's and the Partnerships' results of operations and financial condition.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of March 31, 2007, the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of the Acquisition Corp. and NE LP or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers concluded the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP and its consolidated subsidiaries required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP, to monitor and evaluate these disclosure controls and procedures. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls over Financial Reporting
	The Acquisition Corp. and NE LP are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, there has been no change in the Acquisition Corp.'s or NE LP's internal control over financial reporting that occurred during the Acquisition Corp.'s and NE LP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Acquisition Corp.'s and NE LP's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1A. Risk Factors
There were no material changes from the risk factors disclosed in the registrants' 2006 Form 10-K. The factors discussed in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2006 Form 10-K, as well as other information set forth in this report, which could materially affect the Acquisition Corp.'s and NE LP's business, financial condition and/or future operating results should be carefully considered. The risks described in the registrants' 2006 Form 10-K are not the only risks facing the registrants. Additional risks and uncertainties not currently known to the registrants, or that are currently deemed to be immaterial also may materially adversely affect the registrants' business, financial condition and/or future operating results.
Item 6. Exhibits
Exhibit Number		Description
3.1(1)		Certificate of Incorporation of the Funding Corp.
3.1.1(2)		Certificate of Amendment of Certificate of Incorporation of the Funding Corp. as filed with the Secretary of State of the State of Delaware on February 3, 1998
3.1.2(3)		Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.2(2)		By-laws of the Funding Corp.
3.2.1(3)		By-laws of the Acquisition Corp.
3.3(2)		Amended and Restated Certificate of Limited Partnership of NEA as filed with the Secretary of State of the Commonwealth of Massachusetts on March 31, 1986, as amended and restated on January 9, 1987 and November 6, 1987, as further amended on July 6, 1989 and as amended and restated on February 16, 1998
3.4(2)		Amended and Restated Certificate of Limited Partnership of NJEA as filed with the Secretary of State of the State of New Jersey on November 3, 1986, as amended and restated on January 14, 1987, June 25, 1987, March 4, 1988 and February 16, 1998
3.5(2)		Amended and Restated Agreement of Limited Partnership of NEA dated as of November 21, 1997
3.6(2)		Amended and Restated Agreement of Limited Partnership of NJEA dated as of November 21, 1997
3.7(2)		Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
3.8(2)		Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
31(a)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.
31(b)	Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.
31(c)	Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
31(d)	Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
32(a)	Section 1350 Certification of Acquisition Corp.
32(b)	Section 1350 Certification of NE LP

(1)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Funding Corp. on February 9, 1995 (file no. 33-87902).
(2)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902, 33-87902-01 and 33-87902-02).
(3)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: May 14, 2007
	MARK R. SORENSEN
	Mark R. Sorensen Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)