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 fiscal
year 2001:


     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. In conjunction with
the merger, the Company's accounting year changed from a calendar year to a
fiscal year beginning April 1 and ending March 31.


     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. This estimate changed during the quarter due to intercompany
borrowings/repayments.


     3.As of June 30, 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 $180,472,000 and $10,655,000,
respectively.


     4.As of June 30, 2000, NEES Energy had no permanent personnel and during
the first quarter of fiscal year 2001 there were no individuals assigned on a
substantially full-time basis.


     5.During the first quarter of fiscal year 2001, NEES Energy had no
kilowatt hours sold or marketed.


     6.On August 16, 2000, the Membership Interests of NEES Energy and
AllEnergy in Texas Liquids were sold.

     7.Attached in Exhibits A through C are a consolidated balance sheet as of
June 30, 2000, consolidated income statements and statements of cash flows for
the quarter and twelve months ended June 30, 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: August 29, 2000

EX-99

EXHIBIT INDEX



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

     A     Consolidated Balance Sheet at     Filed
          June 30, 2000 herewith
          (Unaudited, subject to adjustment)

     B     Consolidated Statement of Income andFiled
          Accumulated Deficit For the Quarterherewith
          and Twelve Months ended June 30, 2000
          (Unaudited, Subject to Adjustment)

     C     Consolidated Statement of Cash Flows     Filed
          For the Quarter and Twelve Months ended     herewith
          June 30, 2000
          (Unaudited, Subject to Adjustment)

EX-99

                    Exhibit A

NEES Energy, Inc.
Consolidated Balance Sheet
(Thousands of Dollars)
As of June 30, 2000
(Unaudited, Subject to Adjustment)

ASSETS
- ------

Current assets:
     Cash     $     29
     Accounts receivable from affiliates       59
     Asset held for sale-AllEnergy     159,253
     Other current assets     381
               --------
     Total current assets     159,722
               --------


Goodwill, net of amortization     12,623
Deferred federal and state income taxes     818
               --------
     Total other assets     13,441
               --------
Total assets     $173,163
               ========

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

Parent company's investment:
     Subordinated notes payable to parent     180,472
     Common stock, par value $1 per share     1
     Other paid-in capital     (7,107)
     Accumulated deficit     (203)
               --------
     Total parent company's investment     173,163
               --------
Total liabilities and parent company's investment     $173,163
               ========

EX-99

               Exhibit B




NEES ENERGY, INC.
Consolidated Statement of Income and Accumulated Deficit
(Thousands of Dollars)
For the Periods Ended June 30, 2000
(Unaudited, Subject to Adjustment)
               Twelve
          QuarterMonths
               --------------

INCOME

               

     Revenue (1)     $   0     $447,114
               -----     --------
     Total income     0     447,114
               -----     --------


EXPENSES

     Operating expenses
          Cost of sales     0     404,041
          Depreciation and amortization     160     8,675
          Selling, general and administrative expenses     27     45,319
          Income tax     (10)     (3,842)
               -----     --------
     Total operating expenses     177     454,193
               -----     --------

     Operating income (loss)     (177)     (7,079)

     Other income (expense), net     0     970
               -----     --------
Net income (loss)     (177)     (6,109)

Accumulated deficit at beginning of period     (26)     (24,656)
Fair value purchase accounting adjustment      0     30,562
               -----     --------
Accumulated deficit at end of period     $(203)     $   (203)
               =====     ========


(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 June 30, 2000
(Unaudited, Subject to Adjustment)

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

               
Operating activities:
     Net income (loss)     $   (177)     $ (6,109)

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

          Depreciation and amortization     160     8,675
          (Increase) decrease in accounts receivable and
            unbilled revenue     (57)     (49,700)
          (Increase) decrease in inventory     0     2,636
          (Increase) decrease in deferred tax     0     5
          (Increase) decrease in asset held for
            sale-ALLEnergy     31,000     31,000
          (Increase) decrease in other current assets     696     1,899
          Increase (decrease) in accounts payable     (47)     2,591
          Increase (decrease) in other current liabilities     0     (2,200)
          Other, net     0     1,673
                    --------     --------
Net cash provided by (used in) operating activities     $ 31,575     $ (9,530)
                    --------     --------

Investing activities:
     Fixed asset expenditures     $      0     $ (3,935)
     Acquisition of Hub-Langie assets      0     0
     Acquisition of Texas-Ohio assets     0     (14,005)
     Acquisition of Ewing Oil     0     (6,148)
                    --------     --------
Net cash used in investing activities     $      0     $(24,088)
                    --------     --------

Financing activities:
     Change in subordinated notes payable to parent     $(31,575)     $ 33,050
     Change in other paid-in capital     0     (150)
     Increase (decrease) in long-term debt     0     (220)
                    --------     --------
     Net cash provided by (used in) financing activities     $(31,575)     $
32,680
                    --------     --------

Net increase (decrease) in cash and cash equivalents     $      0     $
(938)

Cash and cash equivalents at beginning of period     29     6,466

Cash included with asset held for sale     0     (5,499)
                    --------     -------

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