UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-6B-2
CERTIFICATE OF NOTIFICATION
Filed by
FITCHBURG GAS AND ELECTRIC LIGHT 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 U-48.
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1. Type of security or securities.
6.79% Notes due October 15, 2025.
2. Issue, renewal or guaranty.
Issue (private placement).
3. Principal amount of each security.
See attached Exhibit A.
4. Rate of interest per annum of each security.
6.79%.
5. Date of issue, renewal or guaranty of each security.
October 28, 2003.
6. If renewal of security, give date of original issue.
Not applicable.
7. Date of maturity of each security.
October 15, 2025.
8. Name of the person to whom each security was issued, renewed
or guaranteed.
See attached Exhibit A.
9. Collateral given with each security, if any.
None.
10. Consideration received for each security.
See attached Exhibit A.
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11. Application of proceeds of each security.
The proceeds from the sale of each security, consistent with
the requirements of the Order of the Massachusetts Department
of Telecommunications and Energy dated September 25, 2003,
were applied to retire short-term debt incurred for capital
expenditures.
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 in any rule of the Commission other than Rule U-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.
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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 U-48 designate the rule under which exemption is claimed.
Rule 52(a).
FITCHBURG GAS AND ELECTRIC LIGHT
COMPANY
By: /s/ Mark H. Collin
___________________________
Mark H. Collin
Treasurer
Dated: November 3, 2003
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EXHIBIT A
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RELEVANT TERMS CONCERNING THE
-----------------------------
SECURITIES (6.79% Notes due October 15, 2025)
---------------------------------------------
Name of Person Consideration
Designation of to whom each Principal Amount Received for
each 6.79% Note of each each 6.79%
6.79% Note was Issued 6.79% Note Note
------------ -------------- ---------------- ------------
R-1 Mac & Co. as $5,000,000 $5,000,000
nominee for
Pacific Life Insurance
Company
R-2 Mac & Co. as $1,000,000 $1,000,000
nominee for
Pacific Life Insurance
Company
R-3 Mac & Co. as $1,000,000 $1,000,000
nominee for
Pacific Life Insurance
Company
R-4 Mac & Co. as $1,000,000 $1,000,000
nominee for
Pacific Life Insurance
Company
R-5 Mac & Co. as $1,000,000 $1,000,000
nominee for
Pacific Life Insurance
Company
R-6 Mac & Co. as $1,000,000 $1,000,000
nominee for
Pacific Life Insurance
Company
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