UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~September~~March 3031, ~~2002~~2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number	Exact name of registrants as specified in their charters, State of ~~Incorporation~~Organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
33-87902	ESI TRACTEBEL FUNDING CORP. (a Delaware corporation)	04-3255377
33-87902-02	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a Massachusetts limited partnership)	04-2955642
33-87902-01	NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (a New Jersey limited partnership)	04-2955646
333-52397	ESI TRACTEBEL ACQUISITION CORP. (a Delaware corporation)	65-0827005
333-52397-01	NORTHEAST ENERGY, LP (a Delaware limited partnership)	65-0811248
c/o FPL Energy, LLC 700 Universe Boulevard Juno Beach, Florida 33408 (561) 691-7171
Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) have been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrants are accelerated filers as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of October 31, 2002, there were issued and outstanding 10,000 shares of ESI Tractebel Funding Corp.'s common stock. As of October 31, 2002, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
As of April 30, 2005, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
This combined Form 10-Q represents separate filings by ESI Tractebel Funding Corp., Northeast Energy Associates, a limited partnership, North Jersey Energy Associates, a limited partnership, ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to any other registrant.
This combined Form 10-Q represents separate filings by ESI Tractebel Acquisition Corp. and Northeast Energy, LP. Information contained herein relating to an individual registrant is filed by that registrant on its own behalf. Each registrant makes representations only as to itself and makes no representations whatsoever as to the other registrant.

CAUTIONARY STATEMENTS AND RISK FACTORS THAT MAY AFFECT FUTURE RESULTS
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) (all five entities collectively, the registrants) are hereby filing cautionary statements identifying important factors that could cause the registrants' actual results to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as will likely result, are expected to, will continue, is anticipated, estimated, projection, target, outlook) are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of the registrants.
In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 (Reform Act), ESI Tractebel Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE LP) are hereby filing cautionary statements identifying important factors that could cause their actual results and the actual results of ESI Tractebel Funding Corp. (Funding Corp.), Northeast Energy Associates, a limited partnership (NEA) and North Jersey Energy Associates, a limited partnership (NJEA) (collectively, the Partnerships and, together with Funding Corp., Acquisition Corp. and NE LP, the registrants), to differ materially from those projected in forward-looking statements (as such term is defined in the Reform Act) made by or on behalf of the registrants in this combined Form 10-Q, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "believe," "could," "estimated," "may," "plan," "potential," "projection," "target," "outlook") are not statements of historical facts and may be forward-looking. Forward-looking statements involve estimates, assumptions and uncertainties. Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors (in addition to any assumptions and other factors referred to specifically in connection with such forward-looking statements) that could cause the registrants' actual results to differ materially from those contained in forward-looking statements made by or on behalf of any of the registrants.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
Any forward-looking statement speaks only as of the date on which such statement is made, and the registrants undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
The following are some important factors that could have a significant impact on the registrants' operations and financial results, and could cause the registrants' actual results or outcomes to differ materially from those discussed in the forward-looking statements:
·	The registrants are subject to changes in laws or regulations, including the Public Utility Regulatory Policies Act of 1978, as amended (PURPA), changing governmental policies and regulatory actions, including those of the Federal Energy Regulatory Commission (FERC), with respect to, but not limited to, acquisition and disposal of assets and facilities, and present or prospective competition.
·	The registrants are subject to extensive federal, state and local environmental statutes, rules and regulations relating to air quality, water quality, waste management, natural resources and health and safety that could, among other things, restrict or limit the output of certain facilities or the use of certain fuels required for the production of electricity and/or require additional pollution control equipment and otherwise increase costs. There are significant capital, operating and other costs associated with compliance with these environmental statutes, rules and regulations, and those costs could be even more significant in the future.
·	The registrants operate in a changing market environment influenced by various legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the energy industry, including deregulation of the production and sale of electricity. The registrants will need to adapt to these changes and may face increasing competitive pressure.
·	~~The~~A ~~Partnerships~~substantial ~~were~~portion ~~developed~~of ~~and~~the ~~are~~output ~~operated~~from asthe ~~Qualifying~~Partnerships' ~~Facilities~~power ~~(QFs)~~generation facilities is sold under ~~PURPA~~long-term ~~and~~power ~~the~~purchase ~~regulations~~agreements ~~promulgated~~to ~~thereunder~~three byregulated ~~the~~utilities, ~~FERC.~~two ~~FERC~~of ~~regulations~~which ~~require~~are ~~that~~under atcommon ~~least~~control. 5%The limited number of power purchasers creates a ~~QF's~~concentration ~~total~~of ~~energy~~counterparty risk. The remaining output befrom ~~useful~~the ~~thermal~~power ~~energy.~~generation Tofacilities ~~meet~~is ~~this~~sold, ~~requirement~~from time to time, in the ~~Partnerships~~merchant ~~sell~~markets. ~~steam~~In ~~under~~addition, ~~long-term~~it ~~sales~~is expected that upon expiration of the power purchase agreements, tothe ~~two~~residual ~~unrelated~~portion ~~third~~of ~~parties~~the ~~for~~electrical ~~use~~output will be sold in ~~gas~~the ~~and~~merchant ~~chemical~~market. ~~processing~~Merchant ~~facilities~~plants tosell ~~maintain~~power ~~their~~based QFon ~~status~~market conditions at the time of sale. The ~~Partnerships~~amount ~~are~~and ~~dependent~~timing ~~upon~~of revenues to be received from the ~~on-going~~merchant ~~operations~~markets ofin ~~these~~the ~~facilities~~future is uncertain. ~~Loss~~In ofDecember QF2003, ~~status~~an ~~would~~amended ~~entitle~~and ~~one~~restated power ~~purchaser~~purchase toagreement ~~renegotiate~~between ~~the~~NJEA ~~price~~and ~~provisions~~a ofNew ~~its~~Jersey utility became effective and in February 2005, amended and restated power purchase ~~agreement~~agreements between NEA and ~~one~~two ~~power~~Massachusetts ~~purchaser~~utilities became effective. These agreements provide for, among other things, the ability to ~~terminate~~deliver ~~its~~electricity ~~power~~to ~~purchase~~these ~~agreement~~utilities from sources other than the NJEA and NEA facilities.
·	AThe ~~substantial~~operation ~~portion~~ of ~~the~~power ~~output~~generation ~~from~~facilities ~~the~~involves ~~Partnerships'~~many ~~power~~risks, ~~generation~~including ~~facilities~~start isup ~~sold~~risks, ~~under~~breakdown ~~long-term~~or ~~power~~failure ~~purchase~~of ~~agreements~~equipment, totransmission ~~four~~lines ~~regulated~~or ~~utilities~~pipelines, ~~two~~use of ~~which~~new ~~are~~technology, ~~under~~the ~~common~~dependence ~~control.~~on ~~The~~a ~~limited~~specific ~~number~~fuel ofsource ~~power~~or ~~purchasers~~the ~~creates~~impact aof ~~concentration~~unusual ofor ~~counterparty~~adverse ~~risk.~~weather ~~The~~conditions ~~remaining~~(including ~~output~~natural ~~from~~disasters), ~~the~~as ~~power~~well ~~generation~~as ~~facilities~~the isrisk ~~sold,~~of ~~from~~performance ~~time~~below toexpected ~~time,~~or incontracted ~~the~~levels ~~merchant~~of ~~markets~~output or efficiency. InThis ~~addition,~~could itresult isin ~~expected~~lost ~~that~~revenues ~~upon~~and/or ~~expiration~~increased ofexpenses. ~~the~~Insurance, ~~power~~warranties ~~purchase~~or ~~agreements,~~performance ~~the~~guarantees ~~residual~~may ~~portion~~not cover any or all of the ~~electrical~~lost ~~output~~revenues ~~will~~or beincreased ~~sold~~expenses, inincluding the ~~merchant~~cost ~~market~~of replacement power. ~~Merchant~~Breakdown ~~plants~~or ~~sell~~failure ~~power~~of ~~based~~an onoperating ~~market~~facility ~~conditions~~may atprevent the ~~time~~facility offrom ~~sale.~~performing ~~The~~under ~~amount~~applicable ~~and~~power ~~timing~~sales ofagreements ~~revenues~~which, toin becertain ~~received~~situations, ~~from~~could ~~the~~result ~~merchant~~in ~~markets~~termination inof the ~~future~~agreement isor ~~uncertain~~payment of liquidated damages.
·	The ~~operation~~registrants ofuse ~~power~~derivative ~~generation~~instruments, ~~facilities~~such ~~involves~~as ~~many~~swaps ~~risks~~and options, ~~including~~to ~~start~~manage uptheir ~~risks,~~commodity ~~breakdown~~and orfinancial ~~failure~~market ofrisks. ~~equipment,~~The ~~transmission~~registrants ~~lines,~~could ~~pipelines,~~recognize ~~the~~financial ~~dependence~~losses onas a ~~specific~~result ~~fuel~~of ~~source~~volatility orin the ~~impact~~market values of ~~unusual~~these contracts, or ~~adverse~~if ~~weather~~a ~~conditions~~counterparty ~~(including~~fails ~~natural~~to ~~disasters),~~perform. asIn ~~well as~~ the ~~risk~~absence of ~~performance~~actively ~~below~~quoted ~~expected~~market ~~levels~~prices ofand ~~output~~pricing orinformation ~~efficiency.~~from ~~This~~external ~~could~~sources, ~~result~~the invaluation ~~lost~~of ~~revenues~~these ~~and/or~~derivative ~~increased~~instruments ~~expenses.~~involves ~~Insurance,~~management's ~~warranties~~judgment or ~~performance~~use ~~guarantees may not cover any or all~~ of ~~the~~estimates. ~~lost~~As ~~revenues~~a ~~or increased expenses~~result, ~~including~~changes in the ~~cost~~underlying ofassumptions ~~replacement power. Breakdown~~ or ~~failure~~use of analternative ~~operating~~valuation ~~facility~~methods ~~may~~could ~~prevent~~affect the ~~facility~~value ~~from performing under applicable power sales agreements which, in certain situations, could result in termination~~ of the ~~agreement~~reported orfair ~~payment~~value of ~~liquidated~~these ~~damages~~contracts.
·	~~The~~In addition to risks discussed elsewhere, risk factors specifically affecting the registrants' ~~use~~success ~~derivative~~include ~~instruments~~the ability to efficiently operate generating assets, ~~such~~the assuccessful ~~swaps~~and timely completion of project restructuring activities, the price and ~~options~~supply of fuel, totransmission ~~manage~~constraints, ~~their~~competition ~~commodity~~from new sources of generation, excess generation capacity and demand for power. There can be significant volatility in market prices for fuel, and there are other financial, counterparty and market risks that are beyond the control of the registrants. The registrants' ~~could~~inability ~~recognize~~or ~~financial~~failure ~~losses~~to aseffectively ahedge ~~result~~their ofassets ~~volatility~~or inpositions ~~the~~against ~~market~~changes ~~values~~in ofcommodity ~~these~~prices, ~~contracts~~interest rates, counterparty credit risk or ifother arisk ~~counterparty~~measures ~~fails~~could tosignificantly ~~perform~~impair their future financial results.
·	InThe ~~addition to risks discussed elsewhere, risk factors specifically affecting the~~ registrants' ~~success~~results ~~include~~of ~~the~~operations ~~ability~~are toaffected ~~efficiently~~by ~~operate~~changes ~~generating~~in ~~assets,~~ the ~~price and supply of fuel, transmission constraints, competition from new sources of generation, excess generation capacity and demand for power~~weather. ~~There~~Severe weather can be ~~significant volatility in market prices for fuel~~destructive, ~~and~~causing ~~there~~outages ~~are other financial, counterparty~~ and ~~market risks that are beyond the control of the registrants. The registrants' inability~~ /or ~~failure~~property ~~to effectively hedge their assets or positions against changes in commodity prices~~damage, ~~interest~~which ~~rates, counterparty credit risk or other risk measures~~ could ~~significantly~~require ~~impair~~additional ~~their~~costs ~~future~~to ~~financial~~be ~~results~~incurred.
·	The registrants are subject to costs and other effects of legal and administrative proceedings, settlements, investigations and claims;, as well as the effect of new, or changes in, tax laws, rates or policies, rates of inflation, or accounting standards, securities laws or corporate governance requirements.
·	The registrants are subject to direct and indirect effects of terrorist threats and activities. Generation and transmission facilities, in general, have been identified as potential targets. The effects of terrorist threats and activities include, among other things, terrorist actions or responses to such actions or threats, the inability to generate, purchase or transmit power, the risk of a significant slowdown in growth or a decline in the U.S. economy, delay in economic recovery in the U.S., and the increased cost and adequacy of security and insurance.
·	The registrants' ability to obtain insurance, and the cost of and coverage provided by such insurance, could be affected by national, state or local events as well as registrant-specific events.
·	The registrants are substantially leveraged. The ability of the registrants to make interest and principal payments and fund capital expenditures is dependent on the future performance of the Partnerships. Future performance is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond the control of the registrants. The registrants are also subject to restrictive covenants under their debt agreements that will limit the ability to borrow additional funds.
·	All obligations of the Partnerships are non-recourse to the direct and indirect owners of the registrants. Following any default by the Partnerships, security is limited to the owners' economic interests in the Partnerships. The owners have no meaningful revenues other than the distributions they receive from the Partnerships. In the event of default, the ability of the owners to satisfy any obligations will be limited to amounts payable by the Partnerships as distributions.
The issues and associated risks and uncertainties described above are not the only ones the registrants may face. Additional issues may arise or become material as the energy industry evolves. The risks and uncertainties associated with these additional issues could impair the registrants' businesses in the future.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

NORTHEAST ENERGY, LP (A ~~LIMITED~~ PARTNERSHIP) AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Thousands of Dollars) (Unaudited)

								September 30, 2002			December 31, 2001
							March 31, 2005			December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents	~~Cash and cash equivalents~~					$	$113,230	~~60,378~~	$	$51,104	~~45,003~~
	Accounts receivable	~~Accounts receivable~~						64,235	~~52,707~~		45,860	~~33,808~~
	Due from related party	~~Due from related party~~						7,956	~~614~~		3,812	~~1,757~~
	Spare parts inventories	~~Spare parts inventories~~						3,400	~~10,705~~		3,379	~~10,787~~
	Fuel inventories	~~Fuel inventories~~						1,756	~~11,765~~		5,559	~~7,132~~
	Prepaid expenses and other current assets	~~Prepaid expenses and other current assets~~						10,400	~~3,530~~		10,084	~~188~~
				Total current assets	~~Total current assets~~			200,977	~~139,699~~		119,798	~~98,675~~
Non-current assets:
			Deferred debt issuance costs (net of accumulated amortization of $2,912 and $2,443, respectively)						4,048			4,517
		Deferred debt issuance costs (net of accumulated amortization of $4,375 and $4,240, respectively)						2,585			2,720
			Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $103,480 and $87,190, respectively)						419,073			433,518
		Land						4,712			4,712
			Power purchase agreements (net of accumulated amortization of $246,578 and $205,538, respectively)						642,178			683,218
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $151,012 and $146,344, respectively)						369,507			373,857
			Other assets						90			96
		Power purchase agreements (net of accumulated amortization of $398,680 and $382,336, respectively)						543,721			532,608
						Total non-current assets			1,065,389			1,121,349
		Other assets						10,000			42,873
TOTAL ASSETS								$	1,205,088		$	1,220,024
					Total non-current assets			930,525			956,770
LIABILITIES AND PARTNERS' EQUITY
TOTAL ASSETS							$	1,131,502		$	1,076,568
Current liabilities:
LIABILITIES AND PARTNERS' EQUITY
	Current portion of notes payable - the Funding Corp.							$	23,257		$	22,688
Current liabilities:
	Current portion of notes payable - the Acquisition Corp.								8,800			8,800
	Current portion of notes payable - the Funding Corp.						$	45,348		$	45,348
	Accounts payable								15,593			15,371
	Current portion of notes payable - the Acquisition Corp.							8,800			8,800
	Accrued interest payable - the Funding Corp. and the Acquisition Corp.								13,526			-
	Current portion of notes payable - affiliate							32,752			2,869
	Due to related parties								6,520			4,035
	Accrued interest payable							12,198			-
	Other accrued expenses								14,644			19,708
	Accounts payable							1,056			3,726
				Total current liabilities					82,340			70,602
	Due to related parties							38,618			29,370
Non-current liabilities:
	Other accrued expenses							16,184			15,654
			Deferred credit - fuel contracts						235,254			250,889
			Total current liabilities					154,956			105,767
			Notes payable - the Funding Corp.						364,123			376,032
Non-current liabilities:
			Notes payable - the Acquisition Corp.						206,800			211,200
		Deferred revenue						510			-
			Energy bank and deferred revenues						143,372			153,010
		Notes payable - the Funding Corp.						278,302			278,302
			Lease payable						878			929
		Notes payable - the Acquisition Corp.						184,800			184,800
						Total non-current liabilities			950,427			992,060
		Note payable - affiliate						20,714			20,714
COMMITMENTS AND CONTINGENCIES
		Energy bank and other liabilities						73,789			84,541
Partners' equity:
		Lease payable						740			740
	General partners								3,245			3,029
					Total non-current liabilities			558,855			569,097
	Limited partners								166,013			155,413
COMMITMENTS AND CONTINGENCIES
	Accumulated other comprehensive income (loss)								3,063			(1,080	)
Partners' equity:
				Total partners' equity					172,321			157,362
	General partners							8,216			7,896
TOTAL LIABILITIES AND PARTNERS' EQUITY								$	1,205,088		$	1,220,024
	Limited partners							409,475			393,808
			Total partners' equity					417,691			401,704
TOTAL LIABILITIES AND PARTNERS' EQUITY							$	1,131,502		$	1,076,568

This report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the combined Annual Report on Form 10-K for the fiscal year ended December 31, ~~2001~~2004 (~~2001~~2004 Form 10-K) for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A ~~LIMITED~~ PARTNERSHIP) AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Thousands of Dollars) (Unaudited)

				Three Months Ended September 30,							Nine Months Ended September 30,
									Three Months Ended March 31,
				2002			2001				2002				2001
										2005				2004
REVENUES				$	~~104,715~~		$	~~96,159~~	$	55,870	$	~~297,659~~	$	119,116	$	~~266,157~~
COSTS AND EXPENSES:
COSTS AND EXPENSES (INCOME):
	Fuel				~~44,312~~			~~41,515~~		18,773		~~133,819~~		32,638		~~127,695~~
	Operations and maintenance				~~2,743~~			~~3,510~~		3,237		~~9,263~~		3,433		~~10,485~~
	Depreciation and amortization				~~19,501~~			~~18,870~~		21,031		~~57,330~~		20,096		~~56,616~~
	General and administrative				~~2,555~~			~~1,799~~		2,115		~~7,355~~		1,954		~~6,787~~
			Total costs and expenses		69,111			65,694				207,767				201,583
		Net gain on restructuring of contracts								(19,487	)			(103,176	)
OPERATING INCOME					35,604			30,465				89,892				64,574
			Total costs and expenses/(income)							25,669				(45,055	)
OTHER EXPENSE (INCOME):
OPERATING INCOME										30,201				164,171
		Amortization of debt issuance costs			155			159				468				477
OTHER EXPENSE (INCOME):
		Interest expense			16,910			18,354				51,767				55,594
		Amortization of debt issuance costs								135				143
		Interest income			(144	)		(481	)			(545	)			(1,864	)
		Interest expense								14,271				15,784
		Change in fair value of derivatives			(14	)		3,699				(3,492	)			23,797
		Interest income								(193	)			(90	)
			Total other expense - net		16,907			21,731				48,198				78,004
		Other expense								-				842
Income (loss) before cumulative effect of a change in accounting principle					18,697			8,734				41,694				(13,430	)
			Total other expense - net							14,213				16,679
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"					-			-				-				18,268
NET INCOME									$	15,988			$	147,492
NET INCOME				$	18,697		$	8,734			$	41,694			$	4,838

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

					Nine Months Ended September 30,
			Three Months Ended March 31,
						2002				2001
				2005				2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	62,444	$	~~63,834~~	$	55,180	$	~~42,989~~
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(318	)	~~(1,841~~	)	-		~~(1,551~~	)
		Net cash used in investing activities		(318	)	~~(1,841~~	)	-		~~(1,551~~	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. and the Acquisition Corp. notes					(15,740	)			(10,080	)
	Distributions to partners			-				(5,000	)
	Distributions to partners					(30,878	)			(18,672	)
		Net cash used in financing activities		-				(5,000	)
		Net cash used in financing activities				(46,618	)			(28,752	)
Net increase in cash and cash equivalents				62,126				50,180
Net increase in cash and cash equivalents						15,375				12,686
Cash and cash equivalents at beginning of period				51,104				58,907
Cash and cash equivalents at beginning of period						45,003				35,360
Cash and cash equivalents at end of period			$	113,230			$	109,087
Cash and cash equivalents at end of period					$	60,378			$	48,046
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by partners		$	29,883			$	-

~~These~~This ~~reports~~report should be read in conjunction with the Notes to Condensed Consolidated Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the ~~2001~~2004 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP
CONDENSED COMBINED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

								September 30, 2002			December 31, 2001
							March 31, 2005			December 31, 2004
ASSETS
Current assets:
	Cash and cash equivalents	~~Cash and cash equivalents~~					$	$113,148	~~59,283~~	$	$51,071	~~43,969~~
	Accounts receivable	~~Accounts receivable~~						64,235	~~52,707~~		45,853	~~33,808~~
	Due from related party	~~Due from related party~~						7,929	~~614~~		3,812	~~1,757~~
	Spare parts inventories	~~Spare parts inventories~~						3,400	~~10,705~~		3,379	~~10,787~~
	Fuel inventories	~~Fuel inventories~~						1,756	~~11,765~~		5,559	~~7,132~~
	Prepaid expenses and other current assets	~~Prepaid expenses and other current assets~~						10,400	~~3,530~~		10,084	~~176~~
				Total current assets	~~Total current assets~~			200,868	~~138,604~~		119,758	~~97,629~~
Non-current assets:
			Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $103,480 and $87,190, respectively)						419,073			433,518
		Land						4,712			4,712
			Power purchase agreements (net of accumulated amortization of $246,578 and $205,538, respectively)						642,178			683,218
		Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $151,012 and $146,344, respectively)						369,507			373,857
			Other assets						90			96
		Power purchase agreements (net of accumulated amortization of $398,680 and $382,336, respectively)						543,721			532,608
						Total non-current assets			1,061,341			1,116,832
		Other assets						10,000			42,873
TOTAL ASSETS								$	1,199,945		$	1,214,461
					Total non-current assets			927,940			954,050
LIABILITIES AND PARTNERS' EQUITY
TOTAL ASSETS							$	1,128,808		$	1,073,808
Current liabilities:
LIABILITIES AND PARTNERS' EQUITY
	Current portion of notes payable - the Funding Corp.							$	23,257		$	22,688
Current liabilities:
	Accounts payable								15,593			15,371
	Current portion of notes payable - the Funding Corp.						$	45,348		$	45,348
	Accrued interest payable - the Funding Corp.								9,219			-
	Accrued interest payable							7,735			-
	Due to related parties								6,380			4,035
	Accounts payable							1,056			3,726
	Other accrued expenses								14,644			19,570
	Due to related parties							38,536			29,346
				Total current liabilities					69,093			61,664
	Other accrued expenses							16,184			15,654
Non-current liabilities:
			Total current liabilities					108,859			94,074
			Deferred credit - fuel contracts						235,254			250,889
Non-current liabilities:
			Notes payable - the Funding Corp.						364,123			376,032
		Deferred revenue						510			-
			Energy bank and deferred revenues						143,372			153,010
		Notes payable - the Funding Corp.						278,302			278,302
			Lease payable						878			929
		Energy bank and other liabilities						73,637			84,389
						Total non-current liabilities			743,627			780,860
		Lease payable						740			740
COMMITMENTS AND CONTINGENCIES
					Total non-current liabilities			353,189			363,431
Partners' equity:
COMMITMENTS AND CONTINGENCIES
	General partners								3,844			3,731
Partners' equity:
	Limited partners								380,318			369,286
	General partners							6,668			6,163
	Accumulated other comprehensive income (loss)								3,063			(1,080	)
	Limited partners							660,092			610,140
			Total partners' equity	~~Total partners' equity~~				666,760	~~387,225~~		616,303	~~371,937~~
TOTAL LIABILITIES AND PARTNERS' EQUITY							$	$1,128,808	~~1,199,945~~	$	$1,073,808	~~1,214,461~~

This report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the ~~2001~~2004 Form 10-K for NEA and NJEA.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND
NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP

CONDENSED COMBINED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

				Three Months Ended September 30,							Nine Months Ended September 30,
									Three Months Ended March 31,
				2002			2001				2002				2001
									2005				2004
REVENUES				$	~~104,715~~		$	~~96,159~~	$	55,858	$	~~297,659~~	$	119,166	$	~~266,157~~
COSTS AND EXPENSES:
COSTS AND EXPENSES (INCOME):
	Fuel				~~44,312~~			~~41,515~~		18,773		~~133,819~~		32,638		~~127,695~~
	Operations and maintenance				~~2,743~~			~~3,510~~		3,237		~~9,263~~		3,433		~~10,485~~
	Depreciation and amortization				~~19,501~~			~~18,870~~		21,031		~~57,330~~		20,096		~~56,616~~
	General and administrative				~~2,555~~			~~1,799~~		2,115		~~7,355~~		1,954		~~6,787~~
			Total costs and expenses		69,111			65,694				207,767				201,583
		Net gain on restructuring of contracts								(19,487	)			(103,176	)
OPERATING INCOME					35,604			30,465				89,892				64,574
			Total costs and expenses/(income)							25,669				(45,055	)
OTHER EXPENSE (INCOME):
OPERATING INCOME										30,189				164,221
		Interest expense			12,603			13,960				38,671				42,420
OTHER EXPENSE (INCOME):
		Interest income			(141	)		(486	)			(498	)			(1,752	)
		Interest expense								9,808				11,230
		Change in fair value of derivatives			(14	)		3,699				(3,492	)			23,797
		Interest income								(193	)			(90	)
			Total other expense - net		12,448			17,173				34,681				64,465
		Other expense								-				842
Income before cumulative effect of a change in accounting principle					23,156			13,292				55,211				109
			Total other expense - net							9,615				11,982
Cumulative effect of adopting FAS 133 - "Accounting for Derivative Instruments and Hedging Activities"					-			-				-				18,268
NET INCOME									$	20,574			$	152,239
NET INCOME				$	23,156		$	13,292			$	55,211			$	18,377

CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

					Nine Months Ended September 30,
			Three Months Ended March 31,
					2002				2001
			2005				2004
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	62,395	$	~~72,562~~	$	55,174	$	~~51,656~~
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(318	)	~~(1,841~~	)	-		~~(1,551~~	)
		Net cash used in investing activities		(318	)	~~(1,841~~	)	-		~~(1,551~~	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes					(11,340	)			(10,080	)
	Distributions to partners			-				(5,000	)
	Distributions to partners					(44,067	)			(27,550	)
		Net cash used in financing activities		-				(5,000	)
		Net cash used in financing activities				(55,407	)			(37,630	)
Net increase in cash and cash equivalents				62,077				50,174
Net increase in cash and cash equivalents						15,314				12,475
Cash and cash equivalents at beginning of period				51,071				58,092
Cash and cash equivalents at beginning of period						43,969				34,471
Cash and cash equivalents at end of period			$	113,148			$	108,266
Cash and cash equivalents at end of period					$	59,283			$	46,946
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by parent company		$	29,883			$	-

~~These~~This ~~reports~~report should be read in conjunction with the Notes to Condensed Combined Financial Statements herein and the Notes to Consolidated and Combined Financial Statements appearing in the ~~2001~~2004 Form 10-K for NEA and NJEA.

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

								September 30, 2002				December 31, 2001
						March 31, 2005				December 31, 2004
ASSETS
Current assets:
	Cash	~~Cash~~				$	1	$	1	$	1	$	1
	Interest receivable from the Partnerships	~~Interest receivable from the Partnerships~~					7,735		~~9,219~~		-		-
	Current portion of notes receivable from the Partnerships	~~Current portion of notes receivable from the Partnerships~~					45,348		~~23,257~~		45,348		~~22,688~~
			Total current assets		~~Total current assets~~		53,084		~~32,477~~		45,349		~~22,689~~
Notes receivable from the Partnerships							278,302		~~364,123~~		278,302		~~376,032~~
TOTAL ASSETS						$	331,386	$	~~396,600~~	$	323,651	$	~~398,721~~
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable					$	45,348	$	~~23,257~~	$	45,348	$	~~22,688~~
	Accrued interest								9,219				-
	Accrued interest payable						7,735				-
			Total current liabilities	~~Total current liabilities~~			53,083		~~32,476~~		45,348		~~22,688~~
Debt securities payable							278,302		~~364,123~~		278,302		~~376,032~~
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, no par value, 10,000 shares authorized, issued and outstanding						1		1		1		1
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY						$	331,386	$	~~396,600~~	$	323,651	$	~~398,721~~

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
							Three Months Ended March 31,
	2002			2001			2002			2001
							2005			2004
Interest income	$	~~9,219~~		$	~~9,710~~		$	287,~~176~~735		$	298,~~590~~400
Interest expense		~~(9,219~~	)		~~(9,710~~	)		(287,~~176~~735	)		(298,~~590~~400	)
NET INCOME	$	-		$	-		$	-		$	-

~~CONDENSED~~These ~~STATEMENTS~~reports OFshould ~~CASH~~be ~~FLOWS~~read ~~(Thousands~~in ofconjunction ~~Dollars)~~with ~~(Unaudited)~~the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2004 Form 10-K for the Funding Corp.

			Nine Months Ended September 30,
			2002			2001
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment received from the Partnerships			11,340			10,080
	Principal payment on debt			(11,340	)		(10,080	)
		Net cash used in financing activities		-			-
Net increase in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2001 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

									September 30, 2002				December 31, 2001
							March 31, 2005				December 31, 2004
ASSETS
Current assets:
	Interest receivable from NE LP	~~Interest receivable from NE LP~~					$	3,867	$	~~4,307~~	$	-	$	-
	Current portion of note receivable from NE LP	~~Current portion of note receivable from NE LP~~						8,800		~~8,800~~		8,800		~~8,800~~
				Total current assets		~~Total current assets~~		12,667		~~13,107~~		8,800		~~8,800~~
Non-current assets:
	Due from NE LP	~~Due from NE LP~~						152		~~152~~		152		~~152~~
	Note receivable from NE LP	~~Note receivable from NE LP~~						184,800		~~206,800~~		184,800		~~211,200~~
				Total non-current assets		~~Total non-current assets~~		184,952		~~206,952~~		184,952		~~211,352~~
TOTAL ASSETS							$	197,619	$	~~220,059~~	$	193,752	$	~~220,152~~
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Current portion of debt securities payable								$	8,800			$	8,800
	Income taxes payable						$	32			$	31
	Income taxes payable									22				19
	Current portion of debt securities payable							8,800				8,800
	Accrued interest									4,307				-
	Accrued interest payable							3,867				-
			Total current liabilities	~~Total current liabilities~~				12,699		~~13,129~~		8,831		~~8,819~~
Non-current liabilities:
	Deferred credit - interest rate hedge									88				98
	Debt securities payable							184,800				184,800
	Debt securities payable									206,800				211,200
	Other							56				59
				Total non-current liabilities	~~Total non-current liabilities~~			184,856		~~206,888~~		184,859		~~211,298~~
COMMITMENTS AND CONTINGENCIES
TOTAL LIABILITIES								197,555				193,690
Stockholders' equity:
COMMITMENTS AND CONTINGENCIES
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued									-				-
Stockholders' equity:
	Retained earnings									42				35
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding							-				-
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY									$	220,059			$	220,152
	Retained earnings							64				62
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY							$	197,619			$	193,752

CONDENSED STATEMENTS OF OPERATIONS
(Thousands of Dollars)
(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
							Three Months Ended March 31,
	2002			2001			2002			2001
							2005			2004
Interest income	$	~~4,307~~		$	~~4,395~~		$	133,~~096~~867		$	134,~~184~~043
Interest expense		~~(4,303~~	)		~~(4,391~~	)		(133,~~085~~864	)		(134,~~173~~040	)
Income before income taxes		4			4			113			113
Income tax expense		(1	)		(1	)		(41	)		(41	)
NET INCOME	$	3		$	3		$	72		$	72

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the ~~2001~~2004 Form 10-K for the Acquisition Corp.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP AND NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OFNOTES ~~CASH~~TO ~~FLOWS~~CONDENSED ~~(Thousands~~COMBINED ofFINANCIAL ~~Dollars)~~STATEMENTS NOTES TO CONDENSED FINANCIAL STATEMENTS (Unaudited)

			Nine Months Ended September 30,
			2002			2001
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment received from NE LP			4,400			-
	Principal payment on debt			(4,400	)		-
		Net cash used in financing activities		-			-
Net increase in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-

The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the 2004 Form 10-K for the registrants. In the opinion of the registrants' management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain other amounts included in the prior year's consolidated and combined financial statements have been reclassified to conform to the current year's presentation. The Funding Corp. and the Acquisition Corp. had no cash transactions for the three months ended March 31, 2005 and 2004 and therefore have not presented a statement of cash flows. The results of operations for an interim period may not give a true indication of results for the year.

1. Combined Statement of Partners' Equity

NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

This report should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2001 Form 10-K for the Acquisition Corp.

	NEA						NJEA						Combined

	GP		LP		Total		GP		LP		Total		GP		LP		Total

	(Thousands of Dollars)

Balances, December 31, 2004	$	2,509	$	248,504	$	251,013	$	3,654	$	361,636	$	365,290	$	6,163	$	610,140	$	616,303
Balances, March 31, 2005	$	3,197	$	316,601	$	319,798	$	3,471	$	343,491	$	346,962	$	6,668	$	660,092	$	666,760

~~NORTHEAST~~NEA ~~ENERGY~~received approximately a $29.9 million non-cash contribution from NE LP related to costs associated with the execution of the amended and restated power purchase agreement, as described in Note 5 below, in the first quarter of 2005. Affiliates of NE LP's partners paid these costs in the form of loans in the same amount to NE LP due December 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. 2. Accounting for Derivative Instruments and Hedging Activities NE LP and the Partnerships reclassified a net gain of approximately $0.5 million into earnings from accumulated other comprehensive income for the three months ended March 31, 2004. The effective portion of the net gain/loss on cash flow hedges included within comprehensive income was a net gain of approximately $8 thousand for the three months ended March 31, 2004. There were no net gains/losses on cash flow hedges in comprehensive income for the three months ended March 31, 2005. Unrealized mark-to-market gains and losses on derivative transactions represent the net unrealized effect of derivative transactions entered into as economic hedges (Abut ~~LIMITED~~which ~~PARTNERSHIP~~do not qualify for hedge accounting under Statement of Financial Accounting Standards No. (FAS) ~~AND~~133, ~~SUBSIDIARIES~~"Accounting ~~NORTHEAST~~for ~~ENERGY~~Derivative ~~ASSOCIATES~~Instruments and Hedging Activities," Aas ~~LIMITED~~amended) ~~PARTNERSHIP~~and ~~AND~~the ~~NORTH~~ineffective ~~JERSEY~~portion ~~ENERGY~~of ~~ASSOCIATES~~transactions accounted for as cash flow hedges. These transactions have been entered into to reduce NE LP and the Partnerships' aggregate fuel cost and purchased power price risk. Changes in the derivatives' fair value for power purchases are recognized in operating revenues and fuel purchases are recognized in fuel expense in NE LP's and the Partnerships' condensed consolidated and combined statements of operations, Aunless ~~LIMITED~~hedge ~~PARTNERSHIP~~accounting ~~ESI~~is ~~TRACTEBEL~~applied. ~~FUNDING~~Unrealized ~~CORP~~mark-to-market gains on derivative transactions were $8.7 ~~ESI~~million ~~TRACTEBEL~~and ~~ACQUISITION~~$36.0 ~~CORP~~million for the quarters ended March 31, 2005 and 2004, respectively. ~~NOTES~~In TOaddition, ~~CONDENSED~~NE ~~CONSOLIDATED~~LP ~~FINANCIAL~~and ~~STATEMENTS~~the ~~NOTES~~Partnerships TOrecognized ~~CONDENSED~~a ~~COMBINED~~net ~~FINANCIAL~~loss ~~STATEMENTS~~of ~~NOTES~~$40.4 TOmillion ~~CONDENSED~~due ~~FINANCIAL~~to ~~STATEMENTS~~the write-off of derivative assets associated with NJEA's termination of its two off-peak power purchase contracts with PMI and TEMI which is included as a reduction to revenues for the three months ended March 31, 2005. The current portion of the derivative assets is $9.0 million at March 31, 2005 and is included in the condensed combined and consolidated balance sheets under prepaid expenses and other current assets. There were no non-current derivative assets at March 31, 2005. The current portion of derivative liabilities is $0.3 million at March 31, 2005 and is included in the condensed combined and consolidated balance sheets under other accrued expenses. There were no non-current derivative liabilities at March 31, 2005. 3. Comprehensive Income Comprehensive income below includes net income and net unrealized gains (~~Unaudited~~losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $(0.5) million for the period ended March 31, 2004. There were no differences between comprehensive income and net income for the first quarter of 2005.

The accompanying condensed consolidated financial statements, condensed combined financial statements and condensed financial statements should be read in conjunction with the 2001 Form 10-K for the registrants. In the opinion of the registrants' management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. Certain amounts included in the prior year's financial statements have been reclassified to conform to the current year's presentation. The results of operations for an interim period may not give a true indication of results for the year. 1. Combined Statement of Partners' Equity NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

	Three Months Ended March 31,

	2005		2004

	(Thousands of Dollars)

NE LP	$	15,988	$	146,995
The Partnerships	$	20,574	$	151,742

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2001	$	1,325	$	131,237	$	132,562	$	2,406	$	238,049	$	240,455	$	3,731	$	369,286	$	373,017	(a)
Balances, September 30, 2002	$	1,293	$	128,006	$	129,299	$	2,551	$	252,312	$	254,863	$	3,844	$	380,318	$	384,162	(b)

4. Commitments and Contingencies

The long-term contractual obligations of NE LP and the Partnerships at March 31, 2005 are as follows:

(a)	Exclusive of accumulated other comprehensive loss of $(1,080).
(b)	Exclusive of accumulated other comprehensive income of $3,063.

NE LP AND THE PARTNERSHIPS
March 31, 2005
(Thousands of Dollars)

2. Accounting for Derivative Instruments and Hedging Activities In January 2001, NE LP and the Partnerships recorded an unrealized $18.3 million gain as the cumulative effect of adopting Financial Accounting Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging Activities", representing the effect of those derivative instruments for which hedge accounting was not applied. For those contracts where hedge accounting was applied, the adoption of the new rules resulted in an unrealized gain of approximately $4.3 million to other comprehensive income for NE LP and the Partnerships for the twelve months ended December 31, 2001. Accumulated other comprehensive income (loss) is separately displayed in NE LP's and the Partnerships' balance sheets. Included in NE LP's and the Partnerships' accumulated other comprehensive income is approximately $3.1 million as of September 30, 2002 of net unrealized gains associated with cash flow hedges of forecasted fuel purchases through December 2002, all of which are expected to be realized and reclassified into earnings within the next twelve months. NE LP and the Partnerships realized and reclassified a net gain of approximately $1.4 million and $3.6 million into earnings from accumulated other comprehensive income for the three and nine months ended September 30, 2002, respectively. The effective portion of the net gain (loss) on cash flow hedges (excluding the cumulative effect adjustment) included within other comprehensive income (loss) was a net gain of approximately $1.1 million and a net loss of approximately $0.7 million for the three months ended September 30, 2002 and 2001, respectively. The effective portion of the net gain (loss) on cash flow hedges (excluding the cumulative effect adjustment) included within other comprehensive income (loss) was a net gain of approximately $7.8 million and a net loss of approximately $5.1 million for the nine months ended September 30, 2002 and 2001, respectively. 3. Comprehensive Income (Loss) Comprehensive income (loss) below includes net income and net unrealized gains (losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $(0.4) million and $0.2 million for the three months ended September 30, 2002 and 2001, respectively. Comprehensive income (loss) below includes net income and net unrealized gains (losses) on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $4.1 million and $(0.8) million for the nine months ended September 30, 2002 and 2001, respectively.

			2005		2006 - 07		2008 - 09		Thereafter		Total

CONTRACTUAL OBLIGATIONS

The Partnerships:
	Funding Corp. debt^(a)		$	75,228	$	152,691	$	132,295	$	70,002	$	430,216
	Operating leases			204		582		630		765		2,181
	Other long-term obligations:
	Energy bank liability			-		65,531		-		-		65,531
	Administrative agreement^(b)			450		1,200		1,200		5,400		8,250
	O&M agreement^(b)			1,125		3,000		3,000		10,500		17,625
	Fuel management agreement^(b)			675		1,800		1,800		12,600		16,875
	Steam sales termination agreement^(c)			3,113		8,302		-		-		11,415
	Natural gas, including transportation and storage			15,845		41,963		38,779		105,416		202,003

Total Partnerships				96,640		275,069		177,704		204,683		754,096

NE LP:
	Acquisition Corp. debt^(a)			24,093		62,973		69,582		112,538		269,186
	Affiliate debt^(a)			34,647		9,528		9,528		7,146		60,849

Total NE LP				58,740		72,501		79,110		119,684		330,035

Total contractual obligations			$	155,380	$	347,570	$	256,814	$	324,367	$	1,084,131



(a)		Includes principal and interest.
(b)		Represents the minimum obligation under the terms of the agreement. The minimum obligation is subject to an annual inflation factor adjustment, which is excluded from the minimum obligation included in the table.
(c)		Represents the gross amount due under the agreement. Approximately $0.8 million is reimbursed by the New Jersey utility annually under the terms of the amended and restated power purchase agreement.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2002		2001		2002		2001
	(Millions of Dollars)
NE LP	$	18.3	$	9.0	$	45.8	$	4.1
The Partnerships	$	22.8	$	13.5	$	59.4	$	17.6

5. Cogeneration Facilities, Power Purchase Agreements and Carbon Dioxide Facility

On February 28, 2005, the amended and restated power purchase agreements among NEA as seller, and Boston Edison Company (Boston Edison) and Commonwealth Electric Company (Commonwealth) as utility purchasers became effective. The amended and restated agreements provide for, among other things, NEA obtaining the right to source power from the wholesale market in addition to sourcing power from NEA's facility. Affiliates of NE LP's partners paid approximately $29.9 million to the utility purchasers in the form of loans to NE LP in the same amount due on December 31, 2005. This payment was capitalized as part of the power purchase agreement's intangible asset on the balance sheet at March 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions.

On March 2, 2005, the gas purchase and supply agreement between NEA and ProGas Limited of Alberta, Canada (ProGas) was terminated by agreement (NEA Termination Agreement). Under the terms of the NEA Termination Agreement, NEA will continue to purchase 12,507 MMbtu/day through October 31, 2005 at a fixed price and the fuel supplier will pay NEA $25.0 million on November 1, 2005. NEA recognized a $22.5 million gain associated with this termination on the effective date.

Also on February 28, 2005, NEA terminated its long-term gas supply agreements with FPL Energy Power Marketing, Inc. (PMI) and Tractebel Energy Marketing, Inc. (TEMI), which had been effective since September 2003 and January 2004, and replaced them with two long-term gas supply agreements with PMI and TEMI effective March 31, 2005 that will enable NEA to purchase sufficient fuel for production.

NEA and New England Power Company (New England Power) terminated the remaining power purchase agreement effective February 28, 2005. The terminated agreement had covered approximately 8% of NEA's output up to 25 megawatts. The termination of this power purchase agreement resulted in the recognition of a $2.4 million loss representing the current net book value of the agreement.

NEA recognized a gain of approximately $19.5 million in the first quarter of 2005 due primarily to the gain on termination of the gas and supply agreement with ProGas partially offset by the loss on termination of the power purchase agreement with New England Power, and the termination of the operating lease agreement.

To meet the FERC regulations for a qualifying facility (QF), NEA sold thermal energy to an unrelated third party which leased a carbon dioxide facility owned by NEA and is located on NEA's property. As a result of the amended and restated power purchase agreements between NEA and two Massachusetts utilities, NEA filed for and was granted Electric Wholesale Generator (EWG) status and no longer operates as a QF. Therefore, NEA issued a notice of termination to the lessee of the carbon dioxide facility to terminate the operating lease, steam sales agreement and other ancillary agreements effective April 30, 2005. NEA has recorded a $0.6 million loss associated with obligations arising from termination of the operating lease.

On February 28, 2005, a supplemental fuel management subcontract agreement was entered into to allow PMI to purchase energy, ancillary services and capacity from the NEA facility or from the marketplace and sell to the purchasers under the NEA amended and restated power purchase agreements.

Also on February 28, 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (the Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in the 2004 Form 10-K for the registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.

Results of Operations

NE LP Consolidated and the Partnerships - NE LP's net income for the first quarter of 2005 was $16.0 million compared to $147.5 million for the same period in 2004 and the Partnerships' net income for the first quarter of 2005 was $20.6 million compared to $152.2 for the same period in 2004. Net income for the first quarter of 2005 included a net gain of $19.5 million on restructuring of contracts and net losses of $40.4 million from the termination of power purchase contracts. Net income for the first quarter of 2004 included a net gain of $103.2 million on restructuring of contracts and net unrealized mark-to-market gains of $36.0 million.

The net gain on restructurings of contracts in the first quarter of 2005 consists of a gain of $22.5 million recognized on the effective date of a termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $2.4 million recognized on the effective date of the termination of the remaining power purchase agreement between NEA and New England Power. The net gain on restructurings of contracts in the first three months of 2004 consisted of a gain of $115.1 million recognized on the effective date of a partial termination agreement between NEA and one of its fuel suppliers, partially offset by a loss of $11.9 million recognized on the exercise date of NJEA's option to terminate its steam sales contract.

In February 2005, NJEA terminated its two off-peak power purchase contracts with PMI and TEMI, which had been entered into effective January 2004, each of which provided for the purchase of up to 125 mw per off-peak hour at a fixed price to supply power to the New Jersey utility. The derivative assets associated with these contracts were subsequently written-off resulting in net losses of $40.4 million in the first three months of 2005. NE LP included unrealized mark-to-market gains on these contracts of $36.0 million for the same period in 2004.

Revenue decreased for the three months ended March 31, 2005 compared to the same period in 2004 primarily due to a realized loss of $40.4 million described above, compared to a mark-to-market gain of $36.0 for the same period in 2004. This decrease was partially offset by favorable pricing on power purchased of $14.6 million and an increase in the utility energy bank amortization of $1.4 million. The decrease in the energy bank balances is determined in accordance with scheduled or specified rates under a certain power purchase agreement. NE LP's revenues for the three months ended March 31, 2005 and 2004 were comprised of $55.7 million and $118.9 million of power sales to utilities and $0.2 million and $0.2 million of steam sales, respectively. Partnerships' revenues for the three months ended March 31, 2005 and 2004 were comprised of $55.7 million and $118.9 million of power sales to utilities and $0.2 million and $0.2 million of steam sales, respectively.

Fuel expense decreased in the first three months of 2005 compared to 2004 primarily as a result of the NJEA and NEA amended and restated power purchase agreements and increased gains on fuel sales in 2005. By supplying power from the market rather than the NJEA and NEA facilities, fuel expense decreased $12.9 million in the first quarter of 2005. This decrease was partially offset by the increased cost of market priced gas of $7.0 million. In addition, NE LP and the Partnerships had mark-to-market gains of $8.7 million on derivatives primarily associated with gas supply provided by ProGas under the termination agreement.

NE LP makes scheduled interest and principal payments on its outstanding debt. NE LP is scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for NE LP decreased in the first three months of 2005 as a result of decreasing principal balances on its outstanding debt.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and principal payments on their outstanding debt. Both entities are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the first three months of 2005 as a result of decreasing principal balances on their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships - The changes in net cash provided by operating activities for NE LP and the Partnerships for the three months ended March 31, 2005 compared to the three months ended March 31, 2004 were primarily due to costs incurred in 2005 as a result of the NEA amended and restated power purchase agreements discussed above.

Each of NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest payments on June 30 and December 30.

NE LP and the Partnerships' long-term contractual obligations at March 31, 2005 are shown in Note 4.

Letters of credit were established to satisfy requirements in certain power purchase agreements. As of March 31, 2005, one letter of credit related to a power purchase agreement remains. This letter of credit can be drawn upon in multiple drawings in favor of the power purchaser in the event that the power purchase agreement has terminated at the time when there is a positive energy bank balance existing.

In February 2005, affiliates of NE LP's partners paid approximately $29.9 million to the utility purchasers associated with NEA's amended and restated power purchase agreements in the form of loans to NE LP in the same amount due December 31, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions.

Market Risk Sensitivity

Commodity price risk - The prices received by the Partnerships for power sales under their long-term contracts do not move precisely in tandem with the prices paid by the Partnerships for natural gas. To manage the price risk associated with purchases of natural gas and, beginning in December 2003, purchases of power, the Partnerships may, from time to time, enter into certain transactions either through public exchanges or by means of over-the-counter transactions with specific counterparties. The Partnerships manage their risk associated with purchases of natural gas and power through the use of natural gas and power swap agreements and options. The swap agreements require the Partnerships to pay a fixed price (absolutely or within a specified range) in return for a variable price on specified notional quantities of natural gas and power. The options consist of purchased call options to establish a maximum price for natural gas and power, and written put options are executed to offset the cost of the purchased call options.

NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their mark-to-market portfolios. The VaR is the estimated nominal loss of market value based on a one-day holding period at a 95% confidence level using historical simulation methodology. As of March 31, 2005 and December 31, 2004, the VaR figures (in thousands) are as follows:

4. Commitments and Contingencies

		Trading and Managed Hedges		Non-Managed Hedges and Hedges in OCI^(a)		Total

December 31, 2004		$	-	$	3,165	$	3,165
March 31, 2005		$	332	$	-	$	332
Average for the period ended March 31, 2005		$	286	$	2,628	$	1,984


(a)	Non-managed hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-managed hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.

NE LP AND THE PARTNERSHIPS September 30, 2002 (Thousands of Dollars)

Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion and Analysis of Financial Condition and Results of Operations - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	As of March 31, 2005, each of the registrants had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of each of the registrants, or their equivalent (Principal Officers), of the effectiveness of the design and operation of the registrants' disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) or 15d-15(e)). Based upon that evaluation, the Principal Officers concluded that the registrants' disclosure controls and procedures are effective in timely alerting them to material information relating to the registrants required to be included in the registrants' reports filed or submitted under the Exchange Act. The registrants have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the registrants to monitor and evaluate these disclosure controls and procedures. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management of the registrants cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls over Financial Reporting
	The registrants are continuously seeking to improve the efficiency and effectiveness of their operations and of their internal controls. This results in refinements to processes. However, there has been no change in the registrants' internal control over financial reporting that occurred during the registrants' most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants' internal control over financial reporting.

	2002		2003-4		2005-6		2007 and Thereafter		Total
CONTRACTUAL OBLIGATIONS
Operating leases	$	60	$	510	$	558	$	1,692	$	2,820
Other long-term obligations:
Energy bank liability		-		-		-		121,750		121,750
Administrative agreement		150		1,200		1,200		6,600		9,150
O&M agreement		188		1,500		1,500		6,750		9,938
Fuel management agreement		113		900		900		7,200		9,113
Total contractual obligations	$	511	$	4,110	$	4,158	$	143,992	$	152,771

PART II - OTHER INFORMATION

Item 5. Other Information

None.

Item 6. Exhibits

5. Energy Bank Balances Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed below, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit. On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment upon termination. On October 31, 2002, the power purchaser filed a demand for arbitration with the American Arbitration Association in this matter. Based upon advice from legal counsel, NEA is confident in its interpretation of the contract and related accounting treatment. If NEA were unsuccessful in maintaining its position, there would be a material impact on the condensed consolidated financial statements of NE LP and its subsidiaries and condensed combined financial statements of NEA and NJEA. Net income included in the Condensed Consolidated Statements of Operations of NE LP and its subsidiaries and Condensed Combined Statements of Operations of NEA and NJEA would be increased (reduced) by approximately $(2.4) million and $0.9 million for the three months ended September 30, 2002 and 2001, respectively, and approximately $(3.6) million and $3.5 million for the nine months ended September 30, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to September 30, 2002 would be approximately $6.7 million. As of September 30, 2002, the Partnerships' books reflect a balance of approximately $22.8 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $29.5 m illion. 6. Subsequent Events On October 2, 2002, NJEA terminated its long-term gas supply agreement with ProGas Limited of Alberta, Canada (ProGas), effective December 31, 2002. In conjunction with this termination, NJEA paid a termination fee of approximately $23.3 million, which was funded by NE LP through capital contributions by its partners. As a result of the termination, a valuation adjustment established when NJEA was acquired by NE LP was removed and a gain of approximately $45.7 million was recognized in the fourth quarter of 2002. NJEA entered into two replacement long-term gas supply agreements dated September 26, 2002 and October 2, 2002 with Tractebel Energy Marketing, Inc. (TEMI) and FPL Energy Power Marketing, Inc. (PMI), respectively, each of which are related to NJEA. These two replacement contracts will provide NJEA with the same combined quantity of natural gas and with pricing that is more favorable to NJEA than the ProGas contract. The ProGas contract currently provides NJEA with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. The two replacement long-term gas supply agreements will become effective January 1, 2003. Affiliates of TEMI and PMI have guaranteed certain of their respective obligations under the replacement long-term gas supply agreements. The Partnerships will continue to receive approximately 80% of the natural gas that fuels the Partnerships' facilities through long-term gas supply agreements, including agreements with ProGas and, in the case of NJEA, with Public Service Electric and Gas of Newark, New Jersey. Natural gas is transported to, or stored for later use by, the Partnerships pursuant to long-term gas transportation and storage agreements. The remainder of the daily fuel requirements is satisfied by open-market purchases. Certain price escalators under the long-term gas supply agreements continue to be intended to correlate to the price escalators under the power purchase agreements, thereby reducing the risk associated with increases in the price of natural gas.

Exhibit Number		Description

3.1.2⁽¹⁾		Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.2.1⁽¹⁾		By-laws of the Acquisition Corp.
3.7⁽²⁾		Certificate of Limited Partnership of NE LP, a Delaware limited partnership, as filed with the Secretary of State of the State of Delaware on November 21, 1997
3.8⁽²⁾		Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
10.67⁽³⁾		Bellingham Execution Agreement dated August 19, 2004 between Boston Edison (BECo) and Commonwealth (CECo) and NEA, including Amended and Restated Power Purchase Agreements dated as of August 19, 2004 by and between BECo and NEA, and Amended and Restated Power Purchase Agreements dated as of August 19, 2004 by and between CECo and NEA
10.68⁽³⁾		Termination Agreement dated January 14, 2005 between ProGas and NEA
10.69⁽⁴⁾		Base Contract for Sale and Purchase of Natural Gas dated January 25, 2005 between PMI and NEA
10.70⁽⁴⁾		Special Provisions dated January 25, 2005 between PMI and NEA
10.71⁽⁴⁾		Base Contract for Sale and Purchase of Natural Gas dated January 25, 2005 between TEMI and NEA
10.72⁽⁴⁾		Special Provisions dated January 25, 2005 between TEMI and NEA
10.73⁽⁴⁾		Supplemental Fuel Management Subcontract Agreement dated as of February 28, 2005 between Bellingham Cogeneration Plant and ESI Northeast Fuel and PMI
31(a)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.
31(c)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
31(d)		Rule 13a-14(a)/15d-14(a) Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of NE LP
32(a)		Section 1350 Certification of Acquisition Corp.
32(b)		Section 1350 Certification of NE LP
(1)	Incorporated herein by reference from the Registration Statement on Form S-4 filed with the Securities and Exchange Commission by the Acquisition Corp. and NE LP on May 12, 1998 (file nos. 333-52397 and 333-52397-01).
(2)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the Funding Corp. and the Partnerships on March 27, 1998 (file nos. 33-87902, 33-87902-01 and 33-87902-02).
(3)	Incorporated herein by reference from Form 8-K filed by the registrants with the Securities and Exchange Commission on March 4, 2005 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(4)	Incorporated herein by reference from the Annual Report on Form 10-K filed by the registrants with the Securities and Exchange Commission on March 30, 2005 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This discussion should be read in conjunction with the Notes to Condensed Consolidated Financial Statements, Notes to Condensed Combined Financial Statements and Notes to Condensed Financial Statements contained herein (Notes) and Management's Discussion and Analysis of Financial Condition and Results of Operations (Management's Discussion) appearing in the 2001 Form 10-K for the registrants. The results of operations for an interim period may not give a true indication of results for the year. In the following discussion, all comparisons are with the corresponding items in the prior year.
Results of Operations
NE LP and the Partnerships - Net income increased for the three and nine months ended September 30, 2002 primarily due to higher revenues, net unrealized mark-to-market gains on derivatives and lower interest expense, partly offset by increased fuel costs.
Revenues for the three months ended September 30, 2002 improved primarily as a result of increased electricity sales prices. Revenues for the three months ended September 30, 2002 and 2001 were comprised of $103.7 million and $95.3 million of power sales to utilities and $1.0 million and $0.9 million of steam sales, respectively. Power sales to utilities for the three months ended September 30, 2002 and 2001 reflect changes in utility energy bank and deferred revenue balances of $6.5 million and $5.5 million, respectively. The changes in the energy bank and deferred revenue balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.
Fuel expense for the three months ended September 30, 2002 increased primarily as a result of the increased quantity of gas required to fuel the facilities as a result of increased production due to a planned outage at the Bellingham facility in 2001. Fuel costs for the three months ended September 30, 2002 and 2001, were partly offset by $5.2 million of deferred credit amortization for fuel contracts.
Revenues for the nine months ended September 30, 2002 improved primarily as a result of increased production due to a planned outage at the Bellingham facility in 2001 and higher electricity sales prices. Revenues for the nine months ended September 30, 2002 and 2001 were comprised of $294.7 million and $263.4 million of power sales to utilities and $3.0 million and $2.8 million of steam sales, respectively. Power sales to utilities for the nine months ended September 30, 2002 and 2001 reflect changes in utility energy bank and deferred revenue balances of $20.2 million and $16.5 million, respectively. The changes in the energy bank and deferred revenue balances, which increased reported revenues, are determined in accordance with scheduled or specified rates under certain power purchase agreements.
Fuel expense for the nine months ended September 30, 2002 increased primarily as a result of the increased quantity of gas required to fuel the facilities as a result of increased production due to a planned outage at the Bellingham facility in 2001. Fuel costs for the nine months ended September 30, 2002 and 2001 were partly offset by $15.6 million of deferred credit amortization for fuel contracts.
Each of NE LP and the Partnerships make scheduled principal and interest or interest only payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest or interest only payments on June 30 and December 30. Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on the securities payable. NE LP's and the Partnerships' principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
For the three months ended September 30, 2002 and 2001, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $14 thousand and $(3.7) million, respectively, representing the net change in fair value of derivative instruments. For the nine months ended September 30, 2002 and 2001, NE LP and the Partnerships recorded net unrealized mark-to-market gains (losses) of $3.5 million and $(23.8) million, respectively, representing the net change in fair value of derivative instruments.
Two of the power purchase agreements require the establishment of energy banks to record cumulative payments made by the utilities in excess of avoided cost rates scheduled or specified in such agreements. The energy bank balances bear interest at various rates specified in the agreements. Upon termination of the agreements, with the exception of the NEA power purchase agreement discussed below, some or all of the remaining amounts recorded in the energy banks will be required to be repaid. The energy bank balances are partially secured by letters of credit.
On December 31, 2000, NEA exercised its option to receive a reduced energy payment for the period remaining on one of the power purchase agreements in lieu of paying the energy bank balance existing as of that date. The $24.9 million balance as of December 31, 2000 is being amortized into revenue on a straight-line basis over the remaining life of the agreement which expires on September 15, 2021. NEA's accounting treatment reflects the position that, as of December 31, 2000, the energy bank represents deferred revenue and is being reduced for the discounted amount of the energy payments on a straight-line basis over the remaining life of the power purchase agreement. The power purchaser has disputed this position. It contends that the energy bank balance is growing and could require a significant payment upon termination. On October 31, 2002, the power purchaser filed a demand for arbitration with the American Arbitration Association in this matter. Based upon advice from legal counsel, NEA is confident in its interpretation of the contract and related accounting treatment.
If NEA were unsuccessful in maintaining its position, there would be a material impact on the condensed consolidated financial statements of NE LP and its subsidiaries and condensed combined financial statements of NEA and NJEA. Net income included in the Condensed Consolidated Statements of Operations of NE LP and its subsidiaries and Condensed Combined Statements of Operations of NEA and NJEA would be increased (reduced) by approximately $(2.4) million and $0.9 million for the three months ended September 30, 2002 and 2001, respectively, and approximately $(3.6) million and $3.5 million for the nine months ended September 30, 2002 and 2001, respectively. The cumulative reduction in net income for the period January 1, 2001 to September 30, 2002 would be approximately $6.7 million. As of September 30, 2002, the Partnerships' books reflect a balance of approximately $22.8 million with respect to this power purchase agreement, while the power purchaser indicates an energy bank balance of approximately $29.5 m illion.
The Partnerships have long-term gas supply contracts with third parties for approximately 80% of the fuel requirements of the facilities. On August 9, 2002, NJEA entered into an agreement with ProGas that would allow for the termination of an existing gas supply contract upon satisfaction of certain conditions precedent to termination including, but not limited to, satisfaction of the relevant provisions of bond indentures and payment of a termination fee by NJEA.
On October 2, 2002, NJEA terminated its long-term gas supply agreement with ProGas, effective December 31, 2002. In conjunction with this termination, NJEA paid a termination fee of approximately $23.3 million, which was funded by NE LP through capital contributions by its partners. As a result of the termination, a valuation adjustment established when NJEA was acquired by NE LP was removed and a gain of approximately $45.7 million was recognized in the fourth quarter of 2002.
NJEA entered into two replacement long-term gas supply agreements dated September 26, 2002 and October 2, 2002 with TEMI and PMI, respectively, each of which are related to NJEA. These two replacement contracts will provide NJEA with the same combined quantity of natural gas and with pricing that is more favorable to NJEA than the ProGas contract. The ProGas contract currently provides NJEA with approximately 37% of its fuel requirements, and approximately 18% of the total fuel requirements of the Partnerships. The two replacement long-term gas supply agreements will become effective January 1, 2003. Affiliates of TEMI and PMI have guaranteed certain of their respective obligations under the replacement long-term gas supply agreements.
The Partnerships will continue to receive approximately 80% of the natural gas that fuels the Partnerships' facilities through long-term gas supply agreements, including agreements with ProGas and, in the case of NJEA, with Public Service Electric and Gas of Newark, New Jersey. Natural gas is transported to, or stored for later use by, the Partnerships pursuant to long-term gas transportation and storage agreements. The remainder of the daily fuel requirements is satisfied by open-market purchases. Certain price escalators under the long-term gas supply agreements continue to be intended to correlate to the price escalators under the power purchase agreements, thereby reducing the risk associated with increases in the price of natural gas.
The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and/or principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and/or principal payments on their outstanding debt. Both are scheduled to make semi-annual debt and/or interest payments on June 30 and December 30. Interest expense for the Funding Corp. decreased in each of 2002 and 2001 as a result of decreasing principal balances on the securities payable. The Funding Corp.'s and the Acquisition Corp.'s principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
Liquidity and Capital Resources
NE LP and the Partnerships - The changes in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2002 compared to the nine months ended September 30, 2001 were primarily due to timing of cash receipts under certain agreements. Cash distributions to partners for the nine months ended September 30, 2002 and 2001 for NE LP were $30.9 million and $18.7 million, respectively. Cash distributions to partners for the nine months ended September 30, 2002 and 2001 for the Partnerships were $44.1 million and $27.6 million, respectively. This increase is due to an increase in cash provided by operating activities, primarily caused by higher revenues.
Each of NE LP and the Partnerships make scheduled principal and interest or interest only payments on their outstanding debt. Each are scheduled to make semi-annual principal and interest or interest only payments on June 30 and December 30. Interest expense for NE LP and the Partnerships decreased as a result of decreasing principal balances on the securities payable. NE LP's and the Partnerships' principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
NE LP and the Partnerships' commitments at September 30, 2002 are shown in Note 4 - Commitments and Contingencies.
The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and/or principal payments received from the notes receivable from the Partnerships and NE LP, respectively, to make scheduled interest and/or principal payments on their outstanding debt. Both are scheduled to make semi-annual debt and/or interest payments on June 30 and December 30. Interest expense for the Funding Corp. decreased in each of 2002 and 2001 as a result of decreasing principal balances on the securities payable. The Funding Corp.'s and the Acquisition Corp.'s principal and interest payments due on June 30, 2002, a non-business day, were made on July 1, 2002.
Market Risk Sensitivity
The fair value of derivative instruments on September 30, 2002 was a positive $3.2 million for NE LP and the Partnerships. The effect of a hypothetical 32% decrease in natural gas prices, which are reasonable near-term market changes, would be to change the fair value of these instruments to a positive $0.7 million for NE LP and the Partnerships.
New Accounting Rules
In August 2001, the Financial Accounting Standards Board (FASB) issued FAS 143, "Accounting for Asset Retirement Obligations." The statement requires that a liability for the fair value of an asset retirement obligation be recognized in the period in which it is incurred with the offsetting associated asset retirement cost capitalized as part of the carrying amount of the long-lived asset. The asset retirement cost is subsequently allocated to expense using a systematic and rational method over its useful life. Management is in process of evaluating the impact of implementing FAS 143 and is unable to estimate the effect on NE LP's and the Partnerships' financial statements. The Partnerships will be required to adopt FAS 143 beginning in 2003.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
See Management's Discussion - Market Risk Sensitivity.
Item 4. Controls and Procedures
(a)	Evaluation of Disclosure Controls and Procedures
	Within the 90 days prior to the date of filing of this report, the registrants performed an evaluation, under the supervision and with the participation of the registrants' management, including the chief executive officer and chief financial officer of each of the registrants (Principal Officers), of the effectiveness of the design and operation of the registrants' disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)). Based upon that evaluation, the Principal Officers concluded that the registrants' disclosure controls and procedures are effective in timely alerting them to material information relating to the registrants required to be included in the registrants' reports filed or submitted under the Exchange Act. Due to the inherent limitations of the effectiveness of any established disclosure controls and procedures, management can not provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal Controls
	Except as discussed below, there have been no significant changes in the registrants' internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referred to above.
	On November 4, 2002, the registrants implemented a new financial information and transaction processing system. Management believes that the new system will improve the control environment of the registrants; however, due to the accompanying changes in business processes and terminology associated with the new system, there is some risk that, as with any new system, there could be a slight delay in all financial information being readily available for management during the transition period while employees assimilate these changes. Management believes it has taken necessary measures to mitigate these conversion risks.

PART II - OTHER INFORMATION Item 1. Legal Proceedings On October 31, 2002, New England Power Company (NEP) filed a demand for arbitration with the American Arbitration Association over the interpretation of a power purchase agreement between NEP and NEA. The site of the arbitration will be Boston, Massachusetts. See Note 5. Item 5. Other Information Reference is made to Item 1. Business - Partnerships' Operations in the 2001 Form 10-K for the registrants. For information regarding the Partnerships' long-term natural gas supply agreements, see Part I, Item 2. Management's Discussion - Results of Operations - NE LP and the Partnerships. For information regarding energy bank balances, see Note 5. Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits
	Exhibit Number	Description
	10(a)*	Termination Agreement, dated August 9, 2002, between ProGas and NJEA.
	10(b)	Base Contract for Sale and Purchase of Natural Gas, dated October 2, 2002, between FPL Energy Power Marketing, Inc. and NJEA.
	10(c)	Base Contract for Sale and Purchase of Natural Gas, dated September 26, 2002, between Tractebel Energy Marketing, Inc. and NJEA.
	10(d)	Guarantee, dated October 2, 2002, between FPL Group Capital Inc and NJEA.
	10(e)	Guaranty, dated October 2, 2002, by Tractebel S.A. in favor of NJEA.
	99(a)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp.
	99(b)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp.
	99(c)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp.
	99(d)	Section 906 Certification of Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp.
	99(e)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	99(f)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership
	99(g)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	99(h)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership
	99(i)	Section 906 Certification of President (equivalent to the Chief Executive Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
	99(j)	Section 906 Certification of Vice President and Treasurer (equivalent to the Chief Financial Officer) of ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP
*	Incorporated herein by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 filed by the registrants with the Securities and Exchange Commission on August 14, 2002 (file nos. 33-87902, 33-87902-01, 33-87902-02, 333-52397 and 333-52397-01).
(b)	Reports on Form 8-K - None

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (ESI Northeast Energy GP, Inc. as Administrative General Partner) NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL FUNDING CORP. ESI TRACTEBEL ACQUISITION CORP. (Registrants)
	NORTHEAST ENERGY, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: November 13, 2002
Date: May 13, 2005
	ROBERT L. MCGRATH
	MARK R. SORENSEN
	Robert L. McGrath Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Funding Corp. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)
	Mark R. Sorensen Vice President and Treasurer of ESI Northeast Energy GP, Inc. Treasurer of ESI Tractebel Acquisition Corp. (Principal Financial and Principal Accounting Officer of the Registrants)

ESI TRACTEBEL FUNDING CORP. (the registrant) Certifications
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Funding Corp.

ESI TRACTEBEL FUNDING CORP. (the registrant) Certifications
I, Robert L. McGrath, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Funding Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Funding Corp.

ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certifications
I, James L. Robo, President (equivalent to the Chief Executive Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Tractebel Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP. (the registrant) Certifications
I, Robert L. McGrath, Treasurer (equivalent to the Chief Financial Officer) of ESI Tractebel Acquisition Corp., certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Treasurer (equivalent to the Chief Financial Officer) ESI Tractebel Acquisition Corp.

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy Associates, a limited partnership

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

NORTH JERSEY ENERGY ASSOCIATES, A LIMITED PARTNERSHIP (the registrant) Certifications
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of North Jersey Energy Associates, a limited partnership, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of North Jersey Energy Associates, a limited partnership

NORTHEAST ENERGY, LP (the registrant) Certifications
I, James L. Robo, President of ESI Northeast Energy GP, Inc. (equivalent to the Chief Executive Officer of registrant) as Administrative General Partner of Northeast Energy, LP, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			JAMES L. ROBO
			James L. Robo President (equivalent to the Chief Executive Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

NORTHEAST ENERGY, LP (the registrant) Certifications
I, Robert L. McGrath, Vice President and Treasurer of ESI Northeast Energy GP, Inc. (equivalent to the Chief Financial Officer of registrant) as Administrative General Partner of Northeast Energy, LP, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of the registrant;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
	b)	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6.	The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 13, 2002
			ROBERT L. MCGRATH
			Robert L. McGrath Vice President and Treasurer (equivalent to the Chief Financial Officer) ESI Northeast Energy GP, Inc. as Administrative General Partner of Northeast Energy, LP

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