35-CERT

     File No. 70-8803



CERTIFICATE OF NOTIFICATION

(Rule 24)

SECURITIES AND EXCHANGE COMMISSION

BY

NEES Energy, Inc.




     In accordance with the order of the Securities and Exchange Commission
dated May 23, 1996, the following is a report for the first quarter of 2000:


     1.NEES Energy, Inc. (NEES Energy), a Massachusetts Corporation, was
formed on June 14, 1996.  The corporation was capitalized on August 9, 1996
when one thousand shares of NEES Energy common stock were issued and sold to
New England Electric System (NEES). On March 22, 2000 NEES was acquired by
National Grid Group plc, and renamed National Grid USA.


     2.In connection with the merger of NEES and National Grid Group plc, as
of March 22, 2000, the estimated fair value of AllEnergy Marketing Co., LLC (a
wholly owned subsidiary of NEES Energy, Inc.) was recorded as an asset held
for sale.


     3.As of March 31, 2000, National Grid USA had purchased 1,000 shares of
NEES Energy common stock and made subordinated loans and other paid-in capital
contributions to NEES Energy totaling $212,047,000 and $10,655,000,
respectively.


     4.As of March 31, 2000, NEES Energy had no permanent personnel and during
the first quarter of 2000 there were no individuals assigned on a
substantially full-time basis.


     5.During the first quarter of 2000, NEES Energy had no kilowatt hours
sold or marketed.


     6.Attached in Exhibits A through C are a consolidated balance sheet as of
March 31, 2000, consolidated income statements and statements of cash flows
for the quarter and twelve months ended March 31, 2000.



     Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this certificate of notification
(Commission's File No. 70-8803) to be signed on its behalf by the undersigned
officer thereunto duly authorized.




                              By:  s/ John G. Cochrane
                                 ___________________________
                                  John G. Cochrane
                                  Treasurer


Date: June 9, 2000

EX-99

EXHIBIT INDEX



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

     A     Consolidated Balance Sheet at     Filed
          March 31, 2000 herewith
          (Unaudited, subject to adjustment)

     B     Consolidated Statement of Income andFiled
          Accumulated Deficit For the Quarterherewith
          and Twelve Months ended March 31, 2000
          (Unaudited, Subject to Adjustment)

     C     Consolidated Statement of Cash Flows     Filed
          For the Quarter and Twelve Months ended     herewith
          March 31, 2000
          (Unaudited, Subject to Adjustment)

EX-99

                    Exhibit A

NEES Energy, Inc.
Consolidated Balance Sheet
(Thousands of Dollars)
As of March 31, 2000
(Unaudited, Subject to Adjustment)




ASSETS
- ------
     
Current assets:
     Cash     $     29
     Accounts receivable from affiliates     2
     Asset held for sale-AllEnergy     190,253
     Other current assets     1,077
               --------
     Total current assets     191,361
               --------


Goodwill, net of amortization     12,783
Deferred federal and state income taxes     818
               --------
     Total other assets     13,601
               --------
Total assets     $204,962
               ========

LIABILITIES AND CAPITALIZATION
- ------------------------------

Current liabilities:
     Accounts payable to affiliates     47


Parent company's investment:
     Subordinated notes payable to parent     212,047
     Common stock, par value $1 per share     1
     Other paid-in capital     (7,107)
     Accumulated deficit     (26)
               --------
     Total parent company's investment     204,915
               --------
Total liabilities and parent company's investment     $204,962
               ========

EX-99

               Exhibit B


NEES ENERGY, INC.
Consolidated Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Periods Ended March 31, 2000
(Unaudited, Subject to Adjustment)


               Twelve
          QuarterMonths
               --------------

INCOME
          
     Revenue (1)     $188,588     $530,017
               --------     --------
     Total income     188,588     530,017
               --------     --------


EXPENSES

     Operating expenses
          Cost of sales     171,403     475,717
          Depreciation     2,650     10,802
          Selling, general and administrative
             expenses     15,164     57,819
          Income tax     18     (4,971)
               --------     --------
     Total operating expenses     189,235     539,367
               --------     --------

     Operating income (loss)     (647)     (9,350)

     Other income (expense), net     482     1,100
               --------     --------
Net income (loss)     (165)     (8,250)

Accumulated deficit at beginning of period     (30,423)     (22,338)
Fair value purchase accounting adjustment     30,562     30,562
               --------     --------
Accumulated deficit at end of period     $    (26)     $    (26)
               ========     ========


(1) Represents revenue of subsidiary (AllEnergy Marketing Co., L.L.C.)

EX-99

               Exhibit C

NEES Energy, Inc.
Consolidated Statement of Cash Flows
(Thousands of Dollars)
For the Periods Ended March 31, 2000
(Unaudited, Subject to Adjustment)



                    Twelve
               QuarterMonths
               -------------

          
Operating activities:
     Net income (loss)     $   (165)     $ (8,250)

     Adjustments to reconcile net income (loss) to
     net cash provided by (used in) operating activities:

          Depreciation and amortization     2,650     10,802
          (Increase) decrease in deferred taxes     0     5
          (Increase) decrease in accounts receivable and
               unbilled revenue     (18,119)     (32,648)
          (Increase) decrease in inventory     6,367     (527)
          (Increase) decrease in other current assets     3,466     3,931
          Increase (decrease) in accounts payable     (333)     (310)
          Increase (decrease) in other current liabilities     (13,995)
(6,721)
          Other, net     4,116     1,493
                    --------     --------
Net cash provided by (used in) operating activities     $(16,013)
$(32,225)
                    --------     --------


Investing activities:
     Fixed asset expenditures     $  (987)     $ (3,935)
     Acquisition of Hub-Langie assets       -       (777)
     Acquisition of Texas-Ohio assets       -       (14,005)
     Acquisition of Ewing Oil       -       (6,148)
                    -------     --------
Net cash used in investing activities     $  (987)     $(24,865)
                    -------     --------

Financing activities:
     Change in subordinated notes payable to parent     $ 9,130     $ 56,160
     Change in other paid-in capital     0     (150)
     Increase (decrease) in long-term debt     (79)     (291)
                    -------     --------
     Net cash provided by (used in) financing activities     $ 9,051     $
55,719
                    -------     --------

Net increase (decrease) in cash and cash equivalents     $(7,949)     $
(1,371)

Cash and cash equivalents at beginning of period     13,477     6,899

Cost included with asset held for sale     (5,499)     (5,499)
                    ------     -------

Cash and cash equivalents at end of period     $    29     $    29
                    =======     =======