SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549








                                   FORM U-6B-2







                           CERTIFICATE OF NOTIFICATION





     Filed by a registered  holding  company or subsidiary  thereof  pursuant to
     Rule 20(d) adopted under the Public Utility Holding Company Act of 1935






     Certificate is filed by Exeter & Hampton Electric Company












     This Certificate is notice that the above-named company has issued, renewed
     or guaranteed  the security or securities  described  herein,  which issue,
     renewal or guaranty was exempted from the provisions of Section 6(a) of the
     Act and was neither the subject of a declaration or application on Form U-1
     nor included within the exemption provided by Rule 48.


1.   Type of security or securities.
          First Mortgage Bonds, Series M
          8.00% Due May 1, 2031.

2.   Issue, renewal or guaranty.
          Issue (private placement).

3.   Principal amount of each security.
          $7,500,000.00.

4.   Rate of interest per annum on each security.
          8.00%.

5.   Date of issue, renewal or guaranty of each security.
          May  1, 2001.

6.   If renewal of security, give date of original issue.
          Not  applicable.

7.   Date of maturity of each security.
          May  1, 2031.

8.   Name of persons to whom each security was issued, renewed or guaranteed.
          Provident Life and Accident Insurance Company.

9.   Collateral given with each security, if any.
          Each  security  was issued  under and  secured  by the First  Mortgage
          Indenture  dated as of December 1, l952 from the Company to Old Colony
          Trust Company,  trustee,  to which State Street Bank and Trust Company
          (the "Trustee") is the Successor Trustee, and indentures  supplemental
          thereto,  including  the twelfth  supplemental  indenture  dated as of
          April 20, 2001 between the

10.  Consideration received for each security.
          $7,500,000.00.

11.  Application of proceeds of each security.
          The  proceeds  from  the  sale of the  security,  consistent  with the
          requirements  of the  Order  of the  New  Hampshire  Public  Utilities
          Commission   dated  March  23,  2001,  will  be  applied  to  pay  off
          outstanding short-term indebtedness incurred for additions, extensions
          and  betterments to the Company's  property,  plant and equipment,  to
          defray the costs and  expense  of the  financing  contemplated  herein
          and/or to finance future  expenditures  for additions,  extensions and
          betterments to property, plant and equipment.

12.  Indicate by a check after the applicable statement below whether the issue,
     renewal or guaranty of each  security  was exempt  from the  provisions  of
     Section 6(a) because of:

     a.   the provisions contained in the first sentence of Section 6(b). ___

     b.   the provisions contained in the fourth sentence of Section 6(b). ___

     c.   the provisions contained in any rule of the Commission other than Rule
          48. X
             ---

13.  If the security or  securities  were exempt from the  provisions of Section
     6(a) by virtue of the first  sentence  of Section  6(b),  give the  figures
     which indicate that the security or securities aggregate (together with all
     other than  outstanding  notes and drafts of a maturity  of nine  months or
     less,  exclusive of days of grace, as to which such company is primarily or
     secondarily  liable) not more than 5 per centum of the principal amount and
     par value of the other  securities  of such company then  outstanding.
          Not applicable.

14.  If the security or  securities  are exempt from the  provisions  of Section
     6(a)  because of the fourth  sentence of Section  6(b),  name the  security
     outstanding on January 1, 1935, pursuant to the terms of which the security
     or securities herein described have been issued.
          Not applicable.

15.  If the security or  securities  are exempt from the  provisions  of Section
     6(a) because of any rule of the Commission other than Rule 48 designate the
     rule under which exemption is claimed.
          Rule 52(a).


                                               EXETER & HAMPTON ELECTRIC COMPANY


                                               By: /s/ Mark H. Collin
                                                  ------------------------------
                                                    Mark H. Collin
                                                    Treasurer



Dated:  May 8, 2001