********************************************************    
                         NOTICE
********************************************************

This document was converted from
WordPerfect to ASCII Text format.

Content from the original version of the document such as
headers, footers, footnotes, endnotes, graphics, and page numbers
will not show up in this text version.

All text attributes such as bold, italic, underlining, etc. from the
original document will not show up in this text version.

Features of the original document layout such as
columns, tables, line and letter spacing, pagination, and margins
will not be preserved in the text version.

If you need the complete document, download the
WordPerfect version or Adobe Acrobat version, if available.

*****************************************************************
                                                     DA 96-1584  

                            Before the
                FEDERAL COMMUNICATIONS COMMISSION
                     Washington, D.C.  20554



In the Matter of                             )
                                        )
Application of NEES Communications, Inc. for      )
Determination of Exempt Telecommunications        )    File No. ETC- 96-15
Company Status under Section 34 of the Public Utility  )
Holding Company Act of 1935, as added by          )
Section 103 of the Telecommunications Act of 1996 )    


                              ORDER


     Adopted: September 19, 1996             Released: September 19, 1996


By the General Counsel:


     1.   On August 5, 1996, NEES Communications, Inc. ("NEES Com") filed an
application with the Commission for a determination of "exempt telecommunications company"
("ETC") status pursuant to section 34(a)(1) of the Public Utility Holding Company Act of 1935
("PUHCA"), as added by section 103 of the Telecommunications Act of 1996.  NEES Com's
application was placed on public notice for comment on the adequacy and accuracy of the
application on August 6, 1996.  NEES Communications, Inc., Public Notice, DA No. 96-1249
(OGC released August 6, 1996).  No parties filed any comments.  As explained below, NEES
Com satisfies the statutory criteria to merit a positive determination of ETC status and its
application is therefore granted. 

     2.   NEES Com represents that it is a Massachusetts corporation and a limited purpose
communications subsidiary of the New England Electric System, a registered public utility
holding company under PUHCA.  NEES Com states that it will be engaged, directly or
indirectly, through one or more "affiliates" (as defined in PUHCA section 2(a)(11)(B)), and
exclusively in the business of providing telecommunications services, information services, other
services or products subject to the jurisdiction of the Commission, and/or products or services
that are related or incidental to the provision of such products or services within the meaning of
PUHCA section 34(a)(1).

     3.   Specifically, the Supplemental Comments of NEES Com, filed with the
Commission on August 19, 1996, reflect that NEES Com intends to engage in the marketing of
fiber optic filaments or fiber optic capacity to serve as routing for fiber-based or wireless
communications, or to provide redundancy or backup for telecommunications providers'
networks.  NEES Com also represents that it intends to engage in the marketing of
telecommunications services both within and beyond the existing service territories of the New
England Electric System operating companies.  The application further reflects that NEES Com
may also engage in the provision of information services through the use of existing or future
telecommunications and information infrastructures.  NEES Com may also engage in the
marketing of locations and facilities for siting of Personal Communications Services ("PCS")
facilities.  In connection with these services, NEES Com may utilize unused capacity on existing
fiber optic facilities of the New England Electric System operating companies.  Where
appropriate, NEES Com may also construct its own facilities for offering the above services
which may involve the use of utility infrastructure both within and beyond the territories of the
New England Electric System operating companies. 

     4.   Based upon the representations contained in NEES Com's application, we
determine that NEES Com is an exempt telecommunications company as that term is defined in
PUHCA section 34(a)(1), as amended.

     5.   Accordingly, IT IS ORDERED that the application of NEES Com IS GRANTED. 
IT IS FURTHER ORDERED that the Securities and Exchange Commission SHALL BE
NOTIFIED of this determination.


                         FEDERAL COMMUNICATIONS COMMISSION




                         William E. Kennard
                         General Counsel