35-CERT

                        SECURITIES AND EXCHANGE COMMISSION

                              Washington, D.C. 20549


     ===========================================
                 In the Matter of
       Bangor Hydro-Electric Company, et al.                CERTIFICATE
                                                            PURSUANT TO
                File No. 70-9509                              RULE 24

    (Public Utility Holding Company Act of 1935)
     ===========================================

         This Certificate of Notification (the "Certificate") is filed by Bangor
Hydro-Electric Company ("BHE "), a Maine corporation and an exempt holding
company under the Public Utility Holding Company Act of 1935, as amended (the
"Act"), in connection with the transaction proposed in the Form U-1 Application-
Declaration (the "Application-Declaration"), as amended, in File No. 70-9509.
The transaction was authorized by Order of the Securities and Exchange
Commission (the "Commission") dated October 25, 1999 (the "Order").  BHE hereby
certifies the matters set forth below pursuant to Rule 24 of the rules under the
Act:

         i.   That, through a wholly-owned subsidiary, Penobscot Natural Gas
Company, BHE has acquired a 50% interest in Bangor Gas Company LLC, a Maine
limited liability company which will become a "gas utility company" within the
meaning of Section 2(a)(4) of the Act .

         ii.  The transaction approved by the Commission has been carried out in
accordance with the terms and conditions of, and for the purposes requested in,
the Application-Declaration, and in accordance with the terms and conditions of
the Order.

         iii. Filed herewith as Exhibits F-1is a "past-tense" Opinion of Counsel
for BHE.





                                    SIGNATURE

         Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned companies have duly caused this Certificate
to be signed on their behalf by the undersigned thereunto duly authorized.


                                       BANGOR HYDRO-ELECTRIC COMPANY

                                       By: /s/ Frederick S. Samp
                                          --------------------------
                                       Name:  Frederick S. Samp
                                       Title: Vice President-Finance and Law


                                       PENOBSCOT NATURAL GAS COMPANY

                                       By: /s/ Douglas S. Morrell
                                          ---------------------------
                                       Name:  Douglas S. Morrell
                                       Title: President


Date:  December 23, 1999

EX-99

                                                     EXHIBIT F-1




                                            December 23, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

              Re:  Bangor Hydro-Electric Company, et al.:
                   Application on Form U-1
                   SEC File No. 70-9509
                   --------------------------------------

Ladies and Gentlemen:

         On behalf of Bangor Hydro-Electric Company ("BHE") and Penobscot
Natural Gas Company ("Penobscot" and together with BHE, the "Applicants"), we
have examined the Application on Form U-1, dated June 1, 1999, (as amended, the
"Application") under the Public Utility Holding Company Act of 1935 (the "Act"),
filed by the Applicants with the Securities and Exchange Commission (the
"Commission") in the above-referenced proceeding and the Commission's Order,
dated October 25, 1999, approving the Application.  Capitalized terms not
defined herein have the meanings set forth in the Application.

         As set forth in the Application, the Applicants requested authorization
of the acquisition by BHE, through its wholly-owned subsidiary Penobscot, of
fifty percent (50%) of the membership interests in Bangor Gas Company LLC
("Bangor Gas") which will become a "gas utility company" within the meaning of
the Act when it begins delivering natural gas to customers (the "Transaction").

         We have acted as special Maine counsel for the Applicants regarding the
Transaction.  In rendering the opinions set forth below, we have examined
copies, signed, certified or otherwise proven to our satisfaction, of the
following documents:

         1.  The Application;

         2.  The Bangor Gas Operating Agreement, dated as of October 27, 1997;

         3.  The Articles of Organization of Bangor Gas;

         4.  The Consolidated Application dated October 27, 1997, of Bangor Gas
             and BHE to the Maine Public Utilities Commission ("MPUC") for
             various approvals (MPUC Docket Nos. 97-795 and 97-796);

         5.  The Order of the MPUC granting Bangor Gas a petition for gas
             service authority, dated June 30, 1998;

         6.  The Petition dated June 24, 1998, of Bangor Gas to the MPUC for
             approval to furnish gas service in additional service territory
             (MPUC Docket No. 98-468);

         7.  The Order of the MPUC granting Bangor Gas a petition for gas
             service authority in additional service territory, dated October
             22, 1998.

         8.  Order of the Commission dated October 25, 1999, approving the
             Transaction.

The documents listed in (1) through (8) above are hereinafter referred to as the
"Transaction Documents."  In addition, we have examined such other instruments,
agreements and documents and made such other investigation related to Maine
state approvals, certificates, and licenses as we have deemed necessary as a
basis for this opinion.  We have also relied upon representations and statements
of officials and agents of BHE, Penobscot and Sempra Energy regarding the
Transaction that is the subject of the Application.

         Based on the foregoing, and upon an examination of such questions of
law as we have considered necessary or appropriate, and subject to the
limitations, qualifications and assumptions set forth herein, it is our opinion
that:

         1.  The Applicants have complied with all Maine laws applicable to the
             Transaction.

         2.  Each of the Applicants is duly organized, existing and in good
             standing under the laws of the State of Maine.

         3.  Penobscot has legally acquired, under the laws of the State of
             Maine, the Bangor Gas membership interests it holds.

         4.  The Transaction will not violate the legal rights of the holders of
             any securities issued by the Applicants or any associate company
             thereof, to the extent any such rights are subject to Maine law.

         The opinions set forth above are qualified and limited as stated
therein and are further qualified and limited by the following:

             a.   The opinions are based upon existing laws, ordinances and
         regulations in effect as of the date hereof and as they presently
         apply.  In addition, the opinions are expressed only as of the date of
         this letter and we disclaim any obligation to advise you of any changes
         thereafter.

             b.   We have assumed, without independent verification, the
         competency of all individuals signing the Transaction Documents and
         other documents on behalf of all Persons, the genuineness of all
         signatures on behalf of all Persons, the authenticity of all documents
         submitted to us as originals on behalf of all Persons, the conformity
         to original documents of all documents submitted to us as certified or
         photostatic copies, and the accuracy and completeness of all records
         made available to us.

             c.   We have assumed, without independent verification, that: (i)
         the Transaction Documents have been duly authorized by all parties
         thereto, and duly executed and delivered by the parties thereto other
         than the Applicants, are within the corporate or limited liability
         company (as the case may be) power of all parties thereto, and are
         valid and binding obligations enforceable against the parties thereto
         other than the Applicants; (ii) except to the extent of the matters
         expressly covered by our opinions above, all parties to the Transaction
         Documents are in material compliance with all applicable laws, rules
         and regulations governing the conduct of their business with respect to
         this Transaction and are legally permitted to do business in Maine and
         have the full power, authority and legal right to perform the
         applicable provisions of the Transaction Documents; (iii) the
         representations and warranties made in the Transaction Documents by the
         parties thereto and in any applications, notifications, and other
         documents filed with any governmental authority are true and complete
         in all respects with respect to all factual matters; and (iv) there are
         no documents or instruments, oral or written agreements, or other
         understandings between the parties to the transactions contemplated by
         the Transaction Documents that pertain to the subject matter of this
         opinion that are not contained in the Transaction Documents.

             d.   The opinions heretofore expressed are qualified to the extent
         that: (i) the characterization of, and the enforceability of any rights
         or remedies in any agreement or instrument may be limited by applicable
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium or similar laws (including court decisions) and doctrines
         affecting the rights of creditors generally and general equitable
         principles and to the implied covenants of good faith, reasonableness
         and fair dealing; and (ii) the availability of (a) specific
         performance, injunctive relief or any other equitable remedy or (b) a
         particular remedy, may be subject to certain equitable defenses and to
         the discretion of the court before which any proceeding therefor may be
         brought.

         We express no opinion as to the laws of any jurisdiction other than the
State of Maine and the federal laws of the United States of America described
above.  These opinions are furnished solely for your use in connection with the
Transaction that is the subject of the Application, are effective only as of the
date hereof and may not be used or relied upon by any other Person or for any
other purpose.

         We hereby consent to the filing of this opinion as an exhibit to the
Application and in any proceedings before the Commission that may be held in
connection therewith.

                                            Very truly yours,



                                            CURTIS THAXTER STEVENS
                                              BRODER & MICOLEAU LLC