DR 98-120
               Pittsfield Aqueduct Company, Inc. 
   Petition for Approval of Terms and Conditions of a 7-Year
           $1,141,792 Note Refinanced April 24, 1998
         Order NISI Approving the Terms and Conditions
                    O R D E R   N O.  23,164
                         March 16, 1999
        On January 4, 1999, Pittsfield Aqueduct Company, Inc.
     (PAC or the Company) filed with the New Hampshire Public
     Utilities Commission (Commission), a petition pursuant to RSA 369
     for approval of a refinancing transaction with its parent,
     Pennichuck Corporation (Pennichuck).  The Company had originally
     requested, as part of its request for approval of a 3.89% rate
     reduction, that its refinancing of long term debt obligations
     that reduced the fixed annual interest rate from 10% to 6.5% be
       In its Order No. 23,081 (December 8, 1998) the
     Commission approved PAC's petition for a rate reduction, subject
     to Commission review of the terms and conditions of the new note,
     with the formal note to be filed within one month of the date of
     the order.  The rate reduction approved by the Commission in that
     Order was due to the interest rate reduction that Pennichuck was
     able to achieve once it acquired PAC.
       On January 4, 1999, PAC filed the Promissory Note, a
     Motion for Further Order approving the terms and conditions of
     the Note nunc pro tunc as of April 24, 1998, and explanatory
     information and documentation.  The Note, dated April 24, 1998,
     obligates PAC to pay its parent corporation, Pennichuck
     Corporation, interest only on a monthly basis for seven (7) years
     with the principal balance of $1,141,792 due on April 8, 2005.
       We find the Promissory Note to be a pass-through to PAC
     by Pennichuck Corporation of the share of the benefits and
     burdens of debt obligations incurred by Pennichuck Corporation
     for the benefit of PAC and that the Note constitutes a valid
     long-term debt obligation.  As we noted in our Order No. 23,081,
     we reserved the right to revisit our conclusion as to the
     refinanced debt being in the public good, but we believe after
     reviewing the terms and conditions of the note that it is indeed
     in the public good.  We remind the Company that any and all
     approvals for financing or refinancing activities must be
     requested in advance from this Commission pursuant to RSA 369.
       Based upon the foregoing, it is hereby 
       ORDERED NISI, that pursuant to RSA 369, the terms and
     conditions of the $1,141,792 Promissory Note given by Pittsfield
     Aqueduct Company, Inc. to Pennichuck Corporation is APPROVED,
     nunc pro tunc as of April 24, 1998; and it is
       FURTHER ORDERED, that 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 March 23, 1999 and to be documented by affidavit filed
     with this office on or before March 30, 1999; 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 March 30, 1999; and it
       FURTHER ORDERED, that any party interested in
     responding to such comments or request for hearing shall do so no
     later than April 6, 1999; and it is
       FURTHER ORDERED, that this Order Nisi shall be
     effective April 16, 1999, unless the Commission provides
     otherwise in a supplemental order issued prior to the effective
       By order of the Public Utilities Commission of New
     Hampshire this sixteenth day of March, 1999.
           Douglas L. Patch       Susan S. Geiger     Nancy Brockway
               Chairman           Commissioner          Commissioner
     Attested by:
     Thomas B. Getz
     Executive Director and Secretary