DF 98-047
                       ROSEBROOK WATER COMPANY, INC.
                     Petition for Authority to Borrow
                      Order Nisi Approving Financing
                         O R D E R   N O.  22,933
                               May 13, 1998

         The Petitioner, Rosebrook Water Company, Inc.
(Rosebrook), is a public utility that supplies water to limited
     areas in the towns of Carroll, Bethlehem and the unincorporated
     township of Crawford's Purchase.  On April 6, 1998, Rosebrook
     filed a request with the New Hampshire Public Utilities
     Commission (Commission), pursuant to RSA 369, for authority to
     borrow an amount not to exceed $120,000 to finance a secondary 24
     inch well along with connecting piping, and electrical and
     related mechanical modifications to the pump station.  The
     secondary well is mandated by New Hampshire Department of
     Environmental Services (NHDES) rules which require a backup
     source of water in the event of failure of the primary source.
         Rosebrook has filed an application with NHDES
     requesting State Revolving Loan Fund (SRF) financing for the
     project.  Rosebrook is on the funded portion of the NHDES list of
     projects to receive SRF financing at a fifteen year fixed rate of
     3.9525%, subject, in part, to the prior approval by the
     Commission to borrow the funds.
         As of the date of this order, the terms and conditions
     of the proposed financing were not yet finalized.  NHDES provided
     a letter dated February 28, 1998 from the New Hampshire Business
     Finance Authority (NHBFA) which outlined the following
     recommended terms of the financing: 1)fifteen year term note at
     3.9525%; and 2)unconditional personal guarantees of Joan Satter
     and Kim DeSalvo each of whom owns 47.5% of the outstanding shares
     of Rosebrook.  Additionally, the NHBFA letter recommended the
     primary source of repayment be Rosebrook's net income, the
     secondary source be PUC approval of a rate increase, and the
     tertiary source of repayment be the guarantors.
         Upon review of Rosebrook's petition, accompanying
     financial schedules and responses to related data requests, it is
     clear that Rosebrook is currently generating sufficient revenues
     to service the debt requested in this proceeding.  Taking into
     account the additional costs expected as a result of the well
     project, Rosebrook would still be earning in excess of the 10%
     rate of return allowed in its last rate proceeding, DR 95-304. 
     Hence, an increase in rates as a result of the project is neither
     necessary nor warranted at this time.  However, Rosebrook has the
     option of seeking a step increase in its rates as a result of
     Order No. 22,120 in DR 95-304 if, at the time the project is
     completed, Rosebrook can demonstrate an earnings deficiency.
         Based upon Staff's review, we find the proposed use of
     the funds to be prudent and in the public interest and the terms
     and conditions of the loan reasonable.  However, if the final
     terms and conditions of the SRF financing vary materially from
     those outlined above, we reserve the right to revisit any
     borrowing authority given in this order.  We hereby instruct
     Rosebrook to forward the final terms of the financing to the
     Commission as soon as they are available.
         Based upon the foregoing, it is hereby 
         ORDERED NISI, that, pursuant to RSA 369, Rosebrook is
     authorized to borrow up to $120,000 under the terms and
     conditions set forth above; and it is 
         FURTHER ORDERED, that the proposed use of these funds
     is prudent as presented; and it is
         FURTHER ORDERED, that Rosebrook submit the final terms
     and conditions of the financing to the Commission as soon as they
     are available; and it is
         FURTHER ORDERED, that pursuant to N.H. Admin. Rules,
     Puc 1604.03 or Puc 1605.03, the Petitioner shall cause a copy of
     this Order Nisi to be published once in a statewide newspaper of
     general circulation or of circulation in those portions of the
     state where operations are conducted, such publication to be no
     later than May 20, 1998 and to be documented by affidavit filed
     with this office on or before May 27, 1998; and it is
         FURTHER ORDERED, that all persons interested in
     responding to this petition be notified that they may submit
     their comments or file a written request for a hearing on this
     matter before the Commission no later than June 3, 1998; and it
         FURTHER ORDERED, that any party interested in
     responding to such comments or request for hearing shall do so no
     later than June 10, 1998; and it is
         FURTHER ORDERED, that this Order Nisi shall be
     effective June 12, 1998, unless the Commission provides otherwise
     in a supplemental order issued prior to the effective date.
         By order of the Public Utilities Commission of New
     Hampshire this thirteenth day of May, 1998.
        Douglas L. Patch    Bruce B. Ellsworth        Susan S. Geiger
            Chairman           Commissioner            Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary