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 30, ~~2006~~2007 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 ~~Organization~~organization, address of principal executive offices and registrants' telephone number	IRS Employer Identification Number
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 [ ] No [X]
Indicate by check mark whether the registrants are large accelerated filers, accelerated filers, or non-accelerated filers. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Securities Exchange Act. (Check one) Large accelerated filers [ ] Accelerated filers [ ] Non-accelerated filers [X]
Indicate by check mark whether the registrants are shell companies 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, 2006, there were issued and outstanding 20 shares of ESI Tractebel Acquisition Corp.'s common stock.
As of October 31, 2007, 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 Acquisition Corp. (Acquisition Corp.) and Northeast Energy, LP (NE 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. The registrants make no representations whatsoever as to ESI Tractebel Funding Corp. (Funding Corp.), and Acquisition Corp. makes no representations whatsoever as to Northeast Energy Associates, a limited partnership (NEA) or North Jersey Energy Associates, a limited partnership (NJEA, and collectively with NEA the Partnerships).

FORWARD-LOOKING STATEMENTS
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 have a significant impact on the Acquisition Corp.'s and/or NE LP's (together, the registrants) operations and financial results, and could cause Acquisition Corp.'s and/or NE LP's actual results to differ materially from those contained in forward-looking statements made by or on behalf of either of the registrants in this Form 10-Q, in presentations, or in response to questions or otherwise.
This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 have a significant impact on the Acquisition Corp.'s and/or NE LP's (together, the registrants) operations and financial results, and could cause Acquisition Corp.'s and/or NE LP's actual results to differ materially from those contained in forward-looking statements made by or on behalf of either of the registrants in this combined Form 10-Q, in presentations, or in response to questions or otherwise.
·	The registrants are subject to complex laws and regulations and to changes in laws and regulations as well as changing governmental policies and regulatory actions, including initiatives regarding deregulation and restructuring of the energy industry and environmental matters, including, but not limited to, matters related to the effects of climate change.
·	A substantial portion of the output from the Partnerships' power generation facilities is sold under long-term power purchase agreements to a limited number of power purchasers, which creates a concentration of counterparty risk. The remaining output from the power generation facilities is sold in the merchant markets based on market conditions at the time of sale, and the amount and timing of revenues to be received from the merchant markets in the future is uncertain.
·	The operation and maintenance of power generation facilities involves significant risks that could adversely affect the results of operations and financial condition of the registrants.
·	Capital improvements to power generation facilities involve substantial risks. Should capital improvement efforts be unsuccessful, the results of operations and financial condition of the registrants could be adversely affected.
·	The use of derivative contracts by NE LP and the Partnerships in the normal course of business could result in financial losses that negatively impact the results of operations of the registrants.
·	The competitive energy business is subject to risks, many of which are beyond the control of the registrants, that may reduce the revenues and adversely impact the results of operations and financial condition of the registrants.
·	Weather affects the registrants' results of operations.
·	The registrants are subject to costs and other effects of legal proceedings as well as changes in or additions to applicable tax laws, rates or policies, rates of inflation, accounting standards, securities laws and corporate governance requirements.
·	Threats of terrorism and catastrophic events that could result from terrorism may impact the operations of the registrants in unpredictable ways.
·	The registrants' ability to obtain insurance and the terms of any available insurance coverage could be affected by national, state or local events and registrant-specific events.
·	The registrants are substantially leveraged and subject to restrictive covenants that limit additional borrowings, and the registrants' ability to fund principal and interest payments as well as capital expenditures, depend on the future performance of the Partnerships.
·	All obligations of the Partnerships are non-recourse to the owners of the registrants.
These and other risk factors are included in this report in Part II, Item 1A. Risk Factors and in Part I, Item 1A. Risk Factors of the registrants' Annual Report on Form 10-K for the year ended December 31, 2005 (2005 Form 10-K).
These and other risk factors are included in Part I, Item 1A. Risk Factors of the registrants' Annual Report on Form 10-K for the year ended December 31, 2006 (2006 Form 10-K).
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, including unanticipated events, after the date on which such statement is made. 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, including unanticipated events, after the date on which such statement is made. 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 issues and associated risks and uncertainties described or referred to 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 and financial results in the future.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

September 30, 2006

December 31, 2005

September 30, 2007

December 31, 2006

ASSETS

Current assets:

Cash and cash equivalents

~~110~~109,~~688~~293

9684,~~055~~125

Accounts receivable

6463,~~467~~873

76100,~~383~~636

Spare parts inventories

4,~~457~~668

34,~~973~~574

Fuel inventories

108,~~341~~963

710,~~790~~034

Prepaid expenses and other current assets

5,~~880~~024

~~279~~5,290

Total current assets

~~195~~191,~~833~~821

~~184~~204,~~480~~659

Non-current assets:

Deferred debt issuance costs (net of accumulated amortization of $5,178 and $4,788, respectively)

1,782

2,172

Deferred debt issuance costs (net of accumulated amortization of $5,663 and $5,307, respectively)

1,296

1,653

Land

4,712

Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $179,115 and $165,116, respectively)

351,520

364,944

Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $184,796 and $170,338, respectively)

337,377

349,592

Power purchase agreements (net of accumulated amortization of $513,300 and $454,075, respectively)

428,056

487,281

Power purchase agreements (net of accumulated amortization of $594,195 and $533,127, respectively)

347,162

408,229

Other assets

~~294~~5,462

~~905~~6,213

Total non-current assets

~~786~~696,~~364~~009

~~860~~770,~~014~~399

TOTAL ASSETS

~~982~~887,~~197~~830

1975,~~044,494~~058

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:

Current portion of notes payable - the Funding Corp.

5352,~~331~~911

5280,~~641~~342

Current portion of notes payable - the Acquisition Corp.

17,600

13,200

Current portion of note payable - the Acquisition Corp.

22,000

28,600

Current portion of notes payable - affiliate

3,240

3,112

Current portion of note payable - affiliate

3,514

3,375

Accounts payable

2,725

8,376

Accrued interest payable

8,362

19,247

Accrued interest payable

10,024

Accounts payable

5,666

1,830

Due to related parties

910,~~119~~483

6323,~~694~~472

Other accrued expenses

1512,~~238~~070

1324,~~240~~641

Total current liabilities

~~111~~115,~~277~~006

~~154~~181,~~263~~507

Non-current liabilities:

Deferred revenue

2042,~~503~~016

924,~~229~~100

Notes payable - the Funding Corp.

~~198~~145,~~651~~740

~~225~~171,~~661~~640

Notes payable - the Acquisition Corp.

160,600

171,600

Note payable - the Acquisition Corp.

138,600

149,600

Note payable - affiliate

1512,~~943~~429

1714,~~602~~227

Energy bank and other liabilities

~~15,832~~152

441,~~283~~621

Lease payable

~~554~~443

~~653~~554

Total non-current liabilities

~~412~~339,~~083~~380

~~469~~361,~~028~~742

COMMITMENTS AND CONTINGENCIES

Partners' equity:

General partners

98,~~039~~668

8,~~286~~636

Limited partners

~~449~~424,~~798~~776

~~412~~423,~~917~~173

Total partners' equity

~~458~~433,~~837~~444

~~421~~431,~~203~~809

TOTAL LIABILITIES AND PARTNERS' EQUITY

~~982~~887,~~197~~830

1975,~~044,494~~058

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 ~~2005~~2006 Form 10-K for NE LP and Subsidiaries.

NORTHEAST ENERGY, LP (A PARTNERSHIP) AND SUBSIDIARIES

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

				Three Months Ended September 30,						Nine Months Ended September 30,
				2006			2005			2006			2005
				2007			2006				2007			2006
REVENUES				$	~~109~~106,~~991~~434		$	~~114~~109,~~826~~991		$	~~278~~249,~~247~~224		$	~~253~~278,~~666~~247
COSTS AND EXPENSES (INCOME):
COSTS AND EXPENSES:
	Fuel (net of fuel sales)				2237,~~602~~282			3522,~~999~~602			1953,~~799~~986			7019,~~867~~799
	Operations and maintenance				3,~~685~~855			3,~~231~~948			1210,~~516~~282			1013,~~873~~096
	Depreciation and amortization				2425,~~570~~623			2324,~~789~~603			7376,~~298~~104			6773,~~989~~469
	General and administrative				2,~~778~~210			2,~~623~~778			7,~~773~~036			7,~~288~~773
		Net gain on restructuring of contracts			-			-			-			(19,487	)
			Total costs and expenses		68,970			53,931			147,408			114,137
			Total costs and expenses		53,635			65,642			113,386			137,530
OPERATING INCOME					37,464			56,060			101,816			164,110
OPERATING INCOME					56,356			49,184			164,861			116,136
OTHER EXPENSE (INCOME):
		Amortization of debt issuance costs			~~132~~120			~~138~~132			~~390~~357			~~411~~390
		Interest expense			108,~~705~~497			1310,~~048~~705			3427,~~283~~269			4134,~~223~~283
		Interest income			(~~558~~618	)		(~~328~~558	)		(1,~~676~~935	)		(~~773~~1,676	)
		Other income			-			(273	)		-			(630	)
		Loss on disposal of assets			-			-			593			-
			Total other expense - net		107,~~279~~999			1210,~~585~~279			3226,~~997~~284			4032,~~231~~997
NET INCOME				$	4629,~~077~~465		$	3645,~~599~~781		$	~~131~~75,~~864~~532		$	75131,~~905~~113

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

			Nine Months Ended September 30,
			2006			2005
				2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	~~145~~175,~~820~~012		$	~~128~~145,~~585~~820
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(23,~~506~~357	)		(~~492~~2,506	)
		Net cash used in investing activities		(23,~~506~~357	)		(~~492~~2,506	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(26,320	)		(22,674	)
	Principal payments on the Funding Corp. notes			(53,331	)		(26,320	)
	Principal payment on the Acquisition Corp. note			(6,600	)		(4,400	)
	Principal payments on the Acquisition Corp. note			(17,600	)		(6,600	)
	Principal payments on the affiliate notes			(1,~~531~~659	)		(311,~~296~~531	)
	Distributions to partners			(9473,~~230~~897	)		(1394,~~372~~230	)
		Net cash used in financing activities		(~~128~~146,~~681~~487	)		(71128,~~742~~681	)
Net increase in cash and cash equivalents				1425,~~633~~168			5614,~~351~~633
Cash and cash equivalents at beginning of period				9684,~~055~~125			5196,~~104~~055
Cash and cash equivalents at end of period			$	~~110~~109,~~688~~293		$	~~107~~110,~~455~~688
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	2137,~~589~~728		$	2421,~~286~~589
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by partners		$	-		$	29,883

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

September 30, 2006

December 31, 2005

September 30, 2007

December 31, 2006

ASSETS

Current assets:

Cash and cash equivalents

9489,~~586~~486

9670,~~047~~398

Accounts receivable

6463,~~467~~873

76100,~~383~~636

Spare parts inventories

4,~~457~~668

34,~~973~~574

Fuel inventories

108,~~341~~963

710,~~790~~034

Prepaid expenses and other current assets

5,~~871~~014

~~271~~5,282

Total current assets

~~179~~172,~~722~~004

~~184~~190,~~464~~924

Non-current assets:

Land

4,712

Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $179,115 and $165,116, respectively)

351,520

364,944

Cogeneration facilities and carbon dioxide facility (net of accumulated depreciation of $184,796 and $170,338, respectively)

337,377

349,592

Power purchase agreements (net of accumulated amortization of $513,300 and $454,075, respectively)

428,056

487,281

Power purchase agreements (net of accumulated amortization of $594,195 and $533,127, respectively)

347,162

408,229

Other assets

~~294~~5,462

~~905~~6,213

Total non-current assets

~~784~~694,~~582~~713

~~857~~768,~~842~~746

TOTAL ASSETS

~~964~~866,~~304~~717

1959,~~042,306~~670

LIABILITIES AND PARTNERS' EQUITY

Current liabilities:

Current portion of notes payable - the Funding Corp.

5352,~~331~~911

5280,~~641~~342

Accounts payable

2,725

8,376

Accrued interest payable

4,822

12,129

Accrued interest payable

6,064

Accounts payable

5,666

1,830

Due to related parties

910,~~119~~483

6323,~~694~~471

Other accrued expenses

1512,~~238~~070

1315,~~240~~995

Total current liabilities

8685,~~477~~952

~~137~~133,~~951~~767

Non-current liabilities:

Deferred revenue

2042,~~503~~016

924,~~229~~100

Notes payable - the Funding Corp.

~~198~~145,~~651~~740

~~225~~171,~~661~~640

Energy bank and other liabilities

~~15,681~~-

441,~~133~~471

Lease payable

~~554~~443

~~653~~554

Total non-current liabilities

~~235~~188,~~389~~199

~~279~~197,~~676~~765

COMMITMENTS AND CONTINGENCIES

Partners' equity:

General partners

65,~~424~~927

6,~~247~~282

Limited partners

~~636~~586,~~014~~639

~~618~~621,~~432~~856

Total partners' equity

~~642~~592,~~438~~566

~~624~~628,~~679~~138

TOTAL LIABILITIES AND PARTNERS' EQUITY

~~964~~866,~~304~~717

1959,~~042,306~~670

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 ~~2005~~2006 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,
				2006			2005			2006			2005
				2007			2006			2007			2006
REVENUES				$	~~109~~106,~~991~~434		$	~~114~~109,~~826~~991		$	~~278~~249,~~247~~224		$	~~253~~278,~~654~~247
COSTS AND EXPENSES (INCOME):
COSTS AND EXPENSES:
	Fuel (net of fuel sales)				2237,~~602~~282			3522,~~999~~602			1953,~~799~~986			7019,~~867~~799
	Operations and maintenance				3,~~684~~855			3,~~231~~948			1210,~~516~~282			1013,~~873~~096
	Depreciation and amortization				2425,~~570~~623			2324,~~789~~603			7376,~~298~~104			6773,~~989~~469
	General and administrative				2,~~780~~210			2,~~623~~780			7,~~763~~029			7,~~282~~763
		Net gain on restructuring of contracts			-			-			-			(19,487	)
			Total costs and expenses		68,970			53,933			147,401			114,127
			Total costs and expenses		53,636			65,642			113,376			137,524
OPERATING INCOME					37,464			56,058			101,823			164,120
OPERATING INCOME					56,355			49,184			164,871			116,130
OTHER EXPENSE (INCOME):
		Interest expense			64,~~705~~957			86,~~805~~705			2216,~~049~~151			2822,~~163~~049
		Interest income			(~~549~~599	)		(~~320~~549	)		(1,~~632~~872	)		(~~742~~1,632	)
		Other income			-			(273	)		-			(630	)
		Loss on disposal of assets			-			-			593			-
			Total other expense - net		64,~~156~~358			86,~~212~~156			2014,~~417~~872			2620,~~791~~417
NET INCOME				$	5033,~~199~~106		$	4049,~~972~~902		$	~~144~~86,~~454~~951		$	89143,~~339~~703

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

			Nine Months Ended September 30,
			2006			2005
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	~~154~~198,~~060~~299		$	~~137~~154,~~398~~060
CASH FLOWS FROM INVESTING ACTIVITIES:
	Capital expenditures			(23,~~506~~357	)		(~~492~~2,506	)
		Net cash used in investing activities		(23,~~506~~357	)		(~~492~~2,506	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on the Funding Corp. notes			(2653,~~320~~331	)		(2226,~~674~~320	)
	Distributions to partners			(~~126~~122,~~695~~523	)		(72126,~~190~~695	)
		Net cash used in financing activities		(~~153~~175,~~015~~854	)		(94153,~~864~~015	)
Net (decrease) increase in cash and cash equivalents				(1,461	)		42,042
Net increase / (decrease) in cash and cash equivalents				19,088			(1,461	)
Cash and cash equivalents at beginning of period				9670,~~047~~398			5196,~~071~~047
Cash and cash equivalents at end of period			$	9489,~~586~~486		$	9394,~~113~~586
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	1323,~~355~~031		$	1513,~~468~~355
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
	Assumption of liability by parent company		$	-		$	29,883

ESI TRACTEBEL FUNDING CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

September 30, 2006

December 31, 2005

September 30, 2007

December 31, 2006

ASSETS

Current assets:

Cash

Interest receivable from the Partnerships

64,~~064~~822

-12,129

Current portion of notes receivable from the Partnerships

5352,~~331~~911

5280,~~641~~342

Total current assets

5957,~~396~~734

5292,~~642~~472

Notes receivable from the Partnerships

~~198~~145,~~651~~740

~~225~~171,~~661~~640

TOTAL ASSETS

~~258~~203,~~047~~474

~~278~~264,~~303~~112

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Current portion of debt securities payable

5352,~~331~~911

5280,~~641~~342

Accrued interest payable

64,~~064~~822

-12,129

Total current liabilities

5957,~~395~~733

5292,~~641~~471

Debt securities payable

~~198~~145,~~651~~740

~~225~~171,~~661~~640

COMMITMENTS AND CONTINGENCIES

Stockholders' equity:

Common stock, no par value, 10,000 shares authorized, issued and outstanding

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

~~258~~203,~~047~~474

~~278~~264,~~303~~112

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
	2007			2006			2007			2006
Interest income	$	64,~~064~~822		$	76,~~205~~064		$	1915,~~419~~724		$	2219,~~674~~419
Interest expense		(64,~~064~~822	)		(76,~~205~~064	)		(1915,~~419~~724	)		(2219,~~674~~419	)
NET INCOME	$	-		$	-		$	-		$	-

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the ~~2005~~2006 Form 10-K for the Funding Corp.

ESI TRACTEBEL FUNDING CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2006			2005
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from the Partnerships			2653,~~320~~331			2226,~~674~~320
		Net cash provided by investing activities		2653,~~320~~331			2226,~~674~~320
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(2653,~~320~~331	)		(2226,~~674~~320	)
		Net cash used in financing activities		(2653,~~320~~331	)		(2226,~~674~~320	)
Net change in cash				-			-
Cash at beginning of period				1			1
Cash at end of period			$	1		$	1
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	1323,~~355~~031		$	1513,~~468~~355

~~This~~These ~~report~~reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the ~~2005~~2006 Form 10-K for the Funding Corp.

ESI TRACTEBEL ACQUISITION CORP.

CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)

				September 30, 2006		December 31, 2005
				September 30, 2007		December 31, 2006
ASSETS
Current assets:
	Current portion of note receivable from NE LP			$	17,600	$	13,200
	Interest receivable from NE LP			$	3,208	$	7,119
	Interest receivable from NE LP				3,560		-
	Current portion of note receivable from NE LP				22,000		28,600
			Total current assets		21,160		13,200
			Total assets		25,208		35,719
Non-current assets:
	Due from NE LP				152		152
	Note receivable from NE LP				~~160~~138,600		~~171~~149,600
			Total non-current assets		~~160~~138,752		~~171~~149,752
TOTAL ASSETS				$	~~181~~163,~~912~~960	$	~~184~~185,~~952~~471
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Income taxes payable			$	3940	$	3640
	Current portion of debt securities payable				17,600		13,200
	Accrued interest payable				3,208		7,119
	Accrued interest payable				3,560		-
	Current portion of debt securities payable				22,000		28,600
		Total current liabilities			2125,~~199~~248		1335,~~236~~759
Non-current liabilities:
	Debt securities payable				~~160~~138,600		~~171~~149,600
	Other				3931		4736
			Total non-current liabilities		~~160~~138,~~639~~631		~~171~~149,~~647~~636
TOTAL LIABILITIES					~~181~~163,~~838~~879		~~184~~185,~~883~~395
COMMITMENTS AND CONTINGENCIES
Stockholders' equity:
	Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding				-		-
	Retained earnings				7481		6976
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY				$	~~181~~163,~~912~~960	$	~~184~~185,~~952~~471

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
	2007			2006			2007			2006
Interest income	$	3,~~560~~208		$	3,~~779~~560		$	10,~~942~~064		$	1110,~~513~~942
Interest expense		(3,~~557~~205	)		(3,~~776~~557	)		(10,~~934~~056	)		(1110,~~504~~934	)
Income before income taxes		3			3			8			98
Income tax expense		(1	)		(1	)		(3	)		(43	)
NET INCOME	$	2		$	2		$	5		$	5

These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the ~~2005~~2006 Form 10-K for the Acquisition Corp.

ESI TRACTEBEL ACQUISITION CORP.
CONDENSED STATEMENTS OF CASH FLOWS
(Thousands of Dollars)
(Unaudited)

			Nine Months Ended September 30,
			2006			2005
			2007			2006
NET CASH PROVIDED BY OPERATING ACTIVITIES			$	-		$	-
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payment received from NE LP			617,600			46,~~400~~600
		Net cash provided by investing activities		617,600			46,~~400~~600
CASH FLOWS FROM FINANCING ACTIVITIES:
	Principal payment on debt			(617,600	)		(46,~~400~~600	)
		Net cash used in financing activities		(617,600	)		(46,~~400~~600	)
Net change in cash				-			-
Cash at beginning of period				-			-
Cash at end of period			$	-		$	-
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
	Cash paid for interest		$	713,~~382~~975		$	7,~~734~~382

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
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)

The accompanying Condensed Consolidated Financial Statements, Condensed Combined Financial Statements and Condensed Financial Statements should be read in conjunction with the ~~2005~~2006 Form 10-K for the registrants. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair financial statement presentation have been made. ~~The~~Prior ~~results~~year's ofamounts ~~operations~~included ~~for~~in anthe ~~interim~~Condensed ~~period~~Consolidated ~~generally~~Financial ~~will~~Statements ~~not~~and ~~give a true indication of results for~~ the ~~year.~~Condensed 1.Combined ~~New~~Financial ~~Accounting~~Statements ~~Rules~~ and ~~Interpretations~~the ~~Accounting~~Notes ~~for~~herein ~~Planned~~have ~~Major~~been ~~Maintenance~~adjusted ~~Activities~~to -reflect Inthe ~~September~~retrospective ~~2006,~~application ~~the~~of a Financial Accounting Standards Board (FASB) ~~issued FASB~~ Staff Position ~~(FSP)~~related ~~AUG~~to ~~AIR-1, "Accounting for Planned Major Maintenance Activities," which eliminates the accrue-in-advance method for recognizing costs associated with~~ planned major maintenance activities. NEadopted LPby ~~and the Partnerships currently utilize the accrue-in-advance method to account for certain planned major maintenance costs. Upon adoption of FSP AUG AIR-1,~~ NE LP and the Partnerships ~~will~~effective ~~utilize~~December ~~the deferral method to account for certain planned major maintenance costs. NE LP and the Partnerships will be required to adopt FSP AUG AIR-1 beginning January 1~~31, ~~2007 and apply it retrospectively. NE LP and the Partnerships are currently evaluating the impact of adopting FSP AUG AIR-1. Fair Value Measurements - In September~~ 2006~~, the FASB issued Statement of Financial Accounting Standards No~~. ~~(FAS) 157, "Fair Value Measurements," which clarifies how to measure fair value and requires enhanced fair value measurement disclosures.~~ The ~~standard~~results ~~emphasizes~~of ~~that~~operations ~~fair~~for ~~value~~an isinterim aperiod ~~market-based~~generally ~~measurement,~~will not angive ~~entity-specific measurement and sets out~~ a ~~fair~~true ~~value~~indication ~~hierarchy~~of ~~with~~results ~~the highest priority being quoted prices in active markets~~ for ~~identical assets or liabilities. The registrants,~~ the ~~Partnerships and the Funding Corp~~year. ~~will be required to adopt FAS 157 on January~~ 1~~, 2008~~. ~~The registrants, the Partnerships and the Funding Corp. are currently evaluating the impact of FAS 157. 2.~~ Combined Statement of Partners' Equity NEA's and NJEA's general partner (GP) and limited partner (LP) equity balances are comprised of the following:

	NEA						NJEA						Combined
	GP		LP		Total		GP		LP		Total		GP		LP		Total
	(Thousands of Dollars)
Balances, December 31, 2005	$	2,569	$	254,384	$	256,953	$	3,678	$	364,048	$	367,726	$	6,247	$	618,432	$	624,679
Balances, December 31, 2006	$	2,442	$	241,706	$	244,148	$	3,840	$	380,150	$	383,990	$	6,282	$	621,856	$	628,138
Balances, September 30, 2006	$	2,520	$	249,545	$	252,065	$	3,904	$	386,469	$	390,374	$	6,424	$	636,014	$	642,438
Balances, September 30, 2007	$	2,131	$	210,924	$	213,055	$	3,796	$	375,715	$	379,511	$	5,927	$	586,639	$	592,566

The Partnerships (NEA and NJEA) paid distributions to NE LP totaling $~~126~~122.75 million and $72126.17 million for the nine months ended September 30, ~~2006~~2007 and ~~2005~~2006, respectively. NE LP issued distributions totaling $9473.29 million and $1394.42 million to its partners for the nine months ended September 30, ~~2006~~2007 and ~~2005~~2006, respectively. 32. Accounting for Derivative Instruments and Hedging Activities Derivative instruments are recorded on NE LP's and the Partnerships' condensed consolidated and combined balance sheets as either an asset or liability (in prepaid expenses and other current assets, other assets and other accrued expenses) measured at fair value in accordance with Statement of Financial Accounting Standards No. (FAS) 133 ~~(as~~"Accounting ~~amended~~for Derivative Instruments and ~~interpreted~~Hedging Activities," (as amended). NE LP and the Partnerships use derivative instruments (primarily forward purchases and sales, swaps and ~~swaps~~options) to manage the commodity price risk inherent in fuel and electricity contracts. In addition NE LP and the Partnerships use derivatives to optimize the value of power generation assets. All changes in the derivatives' fair value (unrealized mark-to-market gains and losses) for power purchases and sales are recognized on a net basis in revenues, and fuel purchases and sales are recognized on a net basis in fuel expense unless hedge accounting is applied. While substantially all of NE LP's and the Partnerships' derivative transactions are entered into for the purposes described above, hedge accounting is only applied where specific criteria are met and it is practicable to do so. In order to apply hedge accounting, the transaction must be designated as a hedge ~~at inception~~ and it must be highly effective in offsetting the hedged risk. Additionally, for hedges of commodity price risk, physical delivery for forecasted commodity transactions must be probable. NE LP and the Partnerships believe that where offsetting positions exist at the same location for the same time, the transactions are considered to have been netted and therefore physical delivery has been deemed not to have occurred for financial reporting purposes. Transactions for which physical delivery is deemed not to have occurred are presented on a net basis. Generally, the hedging instrument's effectiveness is assessed utilizing regression analysis at the inception of the hedge and on at least a quarterly basis throughout its life. At September 30, ~~2006~~2007, no cash flow hedges existed at NE LP and the Partnerships. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported as a component of other comprehensive income (OCI) and is reclassified into earnings in the period(s) during which the transaction being hedged affects earnings. The ineffective portion of net unrealized gains (losses) on these hedges ~~flows~~is ~~through~~reported in earnings in the current period. Settlement gains and losses are included within the line items in the statements of operations to which they relate. There were no net gains/losses on cash flow hedges in comprehensive income for the three and nine months ended September 30, ~~2006~~2007 and ~~2005~~2006. As a result, there were no differences between comprehensive income and net income for the three and nine months ended September 30, ~~2006~~2007 and ~~2005~~2006, respectively. Unrealized mark-to-market gains~~/(losses)~~ on derivative transactions were $32.98 million and $(83.2)9 million for the quarters ended September 30, ~~2006~~2007 and ~~2005~~2006, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. ~~Unrealized~~Net unrealized mark-to-market ~~gains/~~(losses) gains on derivative transactions were $5(1.86) million and $(45.9)8 million for the nine months ended September 30, ~~2006~~2007 and ~~2005~~2006, respectively, and are included in fuel expense (net of fuel sales) on the condensed consolidated and combined statements of operations. The current portion of the derivative asset ~~was~~is $43.41 million at September 30, ~~2006~~2007 and is included in the condensed combined and consolidated balance sheets under prepaid expenses and other current assets. There ~~were~~was nonot a non-current ~~derivative~~component ~~assets~~of atthe ~~September 30, 2006. There were no~~ derivative ~~liabilities~~asset at September 30, ~~2006~~2007. ~~For~~The ~~the~~current ~~nine~~portion ~~months~~of ~~ended September 30, 2005, NE LP and~~ the ~~Partnerships~~derivative ~~recognized~~asset awas ~~net loss of~~ $~~40.~~4.6 million ~~due~~at toDecember ~~the~~31, ~~write-off~~2006 ofand ~~derivative~~is ~~assets~~included ~~associated~~in ~~with~~the ~~NJEA's~~condensed ~~termination~~combined ofand ~~its~~consolidated ~~two~~balance ~~off-peak~~sheets ~~power~~under ~~purchase~~prepaid ~~contracts~~expenses ~~with~~and ~~FPL~~other ~~Energy~~current ~~Power Marketing, Inc~~assets. ~~(PMI)~~There ~~and~~was ~~Suez~~not ~~Energy~~a ~~Marketing~~non-current ~~NA,~~component ~~Inc.~~of ~~(TEMI)~~the ~~which~~derivative isasset ~~included~~at asDecember a31, ~~reduction to revenues~~2006. 43. Commitments and Contingencies The long-term contractual obligations of NE LP and the Partnerships at September 30, ~~2006~~2007 are as follows:

NE LP AND THE PARTNERSHIPS September 30, ~~2006~~2007 (Thousands of Dollars)

			Total		~~2006~~2007		~~2007~~2008 - 0809		~~2009~~2010 - 1011		Thereafter
CONTRACTUAL OBLIGATIONS
The Partnerships:
	Funding Corp. debt(a)		$	~~315~~238,~~313~~952	$	3836,~~449~~654	$	~~141~~132,~~871~~295	$	~~134~~70,~~993~~003	$	-
	Operating leases			1,~~763~~469		7174		~~606~~630		~~654~~678		~~432~~87
	Other long-term obligations:
	Energy bank liability			11,017		-		11,017		-		-
	Administrative agreement(b)			6,750		150		1,200		1,200		4,200
	Administrative agreement(b)			7,350		150		1,200		1,200		4,800
	O&M agreement(b)			13,875		375		3,000		3,000		7,500
	O&M agreement(b)			15,375		375		3,000		3,000		9,000
	Fuel management agreement(b)			14,625		225		1,800		1,800		10,800
	Fuel management agreement(b)			15,525		225		1,800		1,800		11,700
	Steam sales termination agreement(c)			1,038		1,038		-		-		-
	Steam sales termination agreement(c)			5,189		1,038		4,151		-		-
	Natural gas, including transportation and storage			50,297		2,626		20,559		18,889		8,223
	Natural gas, including transportation and storage			57,544		2,418		19,462		19,340		16,325
Total Partnerships				327,006		41,142		159,484		95,570		30,810
Total Partnerships				429,076		42,726		183,107		160,987		42,257
NE LP:
	Acquisition Corp. debt(a)			~~231~~199,~~110~~536		1317,~~719~~416		6869,~~785~~582		78112,~~651~~538		~~69,955~~-
	Affiliate debt(a)			2319,~~825~~059		2,382		9,530		97,~~530~~147		~~2,383~~-
Total NE LP				~~254~~218,~~935~~595		1619,~~101~~798		7879,~~315~~112		88119,~~181~~685		~~72,338~~-
Total contractual obligations			$	~~684~~545,~~011~~601	$	5860,~~827~~940	$	~~261~~238,~~422~~596	$	~~249~~215,~~168~~255	$	~~114~~30,~~595~~810
(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~~an amended and restated power purchase agreement.

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 2005 Form 10-K for the registrants. The results of operations for an interim period generally will 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 consolidated net income for the three months ended September 30, 2006 was $46.1 million compared to $36.6 million for the same period in 2005, and the Partnerships' net income for the three months ended September 30, 2006 was $50.2 million compared to $41.0 million for the same period in 2005. Net income increased for the three months ended September 30, 2006 compared to the same period in 2005 due primarily to a net change in unrealized mark-to-market gains/(losses) on derivatives of $12.1 million, lower fuel expense, net of fuel sales, of $10.7 million due primarily to lower gas prices, increased revenues of $6.4 million due to higher generation from the NJEA and NEA facilities (merchant generation) resulting from favorable market conditions, and lower interest expense of $2.3 million due to lower outstanding debt balances. These increases were partially offset by lower revenues net of purchase power of $10.7 million due primarily to unfavorable pricing, lower margin on gas sales of $5.0 million, higher fuel expense, net of fuel sales, of $4.4 million due to higher merchant generation, higher amortization on purchased power agreements of $0.8 million, lower utility energy bank interest of $0.7 million due to lower outstanding balances, and higher operations and maintenance expenses of $0.5 million due to higher merchant generation. NE LP's consolidated net income for the nine months ended September 30, 2006 was $131.9 million compared to $75.9 million for the same period in 2005, and the Partnerships' net income for the nine months ended September 30, 2006 was $144.5 million compared to $89.4 million for the same period in 2005. Net income increased for the nine months ended September 30, 2006 compared to the same period in 2005 due primarily to net losses in 2005 of $40.4 million from the termination of power purchase contracts that did not recur in 2006, lower fuel expense, net of fuel sales, of $36.6 million due primarily to supplying power from the market rather than the NJEA and NEA facilities coupled with lower gas prices, higher revenues net of purchase power of $16.6 million due to favorable pricing, higher unrealized mark-to-market gains of $10.7 million on derivatives, lower consolidated interest expense of $6.9 million due to lower outstanding debt balances, and higher margin on gas sales of $3.7 million. These increases were partially offset by lower revenues net of purchase power of $27.2 million due primarily to supplying power from the market rather than the NJEA and NEA facilities, a prior year gain of $19.5 million on restructuring of contracts that did not recur in 2006, higher amortization on power purchase agreements of $5.3 million, lower emissions credit sales of $2.9 million, lower utility energy bank interest of $2.2 million due to lower outstanding balances, and higher operations and maintenance expenses of $1.6 million due primarily to scheduled maintenance outages. Net gain on restructuring of contracts decreased for the nine months ended September 30, 2006 compared to the same period in 2005 due primarily to the prior year 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 Company and a loss of $0.6 million recognized on the effective date of the termination of the operating lease on the carbon dioxide facility. There were no gains or losses on contract restructurings during the three months ended September 30, 2006 and 2005, or during the first nine months of 2006. 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 nine months of 2005. Revenues decreased for the three months ended September 30, 2006 compared to the same period in 2005 primarily due to unfavorable pricing under the power purchase agreements which decreased revenues by $10.7 million and lower utility energy bank interest of $0.7 million. These decreases were partially offset by lower purchased power costs of $6.4 million due to higher merchant generation. NE LP's revenues for the three months ended September 30, 2006 and 2005 were comprised of approximately $110.0 million and $114.8 million of power sales to utilities, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $10.1 million and $10.8 million for the three months ended September 30, 2006 and 2005, respectively. Fuel expense, net of fuel sales, decreased for the three months ended September 30, 2006 due to a net change in unrealized mark-to-market gains/(losses) on derivatives of $12.1 million primarily associated with gas storage supply and transportation and by $10.7 million due primarily to lower gas prices. These reductions to fuel expense were partially offset by lower margin on gas sales of $5.0 million due to lower gas prices and volume of sales due to the termination of a fuel supply agreement in 2005 and higher expense of $4.4 million due to higher merchant generation. Revenues increased for the nine months ended September 30, 2006 compared to the same period in 2005 due primarily to a realized loss of $40.4 million recognized in 2005 due to the write-off of derivative assets associated with the off-peak power purchased contracts described above that did not recur in 2006, and favorable pricing under the Partnerships' power purchase agreements which increased revenues by $16.6 million. These increases were partially offset by higher purchased power costs of $27.2 million due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements, lower emissions credit sales of $2.9 million, lower utility energy bank interest of $2.2 million due to lower outstanding balances, and lower steam revenue of $0.2 million due to NEA's termination of its steam sales agreement on April 30, 2005. NE LP's revenues for the nine months ended September 30, 2006 and 2005 were comprised of $278.2 million and $253.5 million of power sales to utilities net of purchased power and $0 and $0.2 million of steam sales, respectively. The Partnerships' revenues for the nine months ended September 30, 2006 and 2005 were comprised of $278.2 million and $253.5 million of power sales to utilities net of purchased power and $0 and $0.2 million of steam sales, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $30.4 million and $32.7 million and emissions credit sales of $1.8 million and $4.7 million for the nine months ended September 30, 2006 and 2005, respectively. Fuel expense, net of fuel sales, decreased for the nine months ended September 30, 2006 compared to the same period in 2005 by $28.2 million due primarily to supplying power from the market rather than the NJEA and NEA facilities, higher unrealized mark-to-market gains of $10.7 million on derivatives, $8.4 million due to lower gas prices, and $3.7 million due to higher margin on gas sales. Operations and maintenance expenses increased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 due to scheduled maintenance outages at the NEA and NJEA facilities and higher merchant generation. Depreciation and amortization increased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 primarily due to amortization of the prior year's addition of an intangible asset related to the NEA amended and restated power purchase agreements that were effective in February 2005. General and administrative expenditures increased for the nine months ended September 30, 2006 compared to the same period in 2005 primarily due to higher fees to the managing general partner. NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. NE LP and the Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2006, NE LP and the Partnerships made their scheduled debt service payments. Interest expense for NE LP and the Partnerships decreased in the three and nine months ended September 30, 2006 due to decreasing principal balances on their outstanding debt and utility energy bank liability. Interest income increased for the three and nine months ended September 30, 2006 compared to the same periods in 2005 due to higher average cash balances and interest rates. In March 2006, a settlement agreement was submitted to the Federal Energy Regulatory Commission (FERC) that would establish a new forward capacity market (FCM) in the New England Power Pool (NEPOOL) region. The parties to the settlement agreement include wholesale power generators in New England, including NEA, and four of the six New England states. Under the FCM proposal, capacity payments to generators would be established competitively through an annual auction, the first of which would be conducted in the first quarter of 2008 to purchase capacity for the twelve months starting June 1, 2010. The settlement agreement also provides for a transition period starting December 1, 2006 through May 31, 2010, during which capacity suppliers would receive fixed capacity payments, subject to penalties for forced outages during peak demand periods. In June 2006, the FERC approved the settlement agreement. The settlement agreement, as approved by the FERC, is expected to result in increased gross margins for the NEA facility during the transition period. Transcontinental Gas Pipeline Corporation (Transco) filed a new general rate case on August 31, 2006 with the FERC. The rate case proposes rate increases for most services, fueled largely by a proposed increase of approximately $250 million in cost of service. NEA currently holds 50,508/day of capacity on Transco's system, and the proposed rates would result in an annual increase of approximately $0.7 million in transportation costs for NEA. FPL Energy, LLC (FPL Energy), on behalf of NEA and other plants operated by FPL Energy, filed a protest of the rate increase with FERC on September 12, 2006 and FERC has issued an order setting this proceeding for a hearing to commence in September 2007. 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. On June 30, 2006, the Funding Corp. and the Acquisition Corp. made their scheduled debt service payments. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the three and nine months ended September 30, 2006 as a result of decreasing principal balances on their outstanding debt. Liquidity and Capital Resources NE LP and the Partnerships - The increases in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2006 compared to the same period in 2005 were primarily due to lower fuel costs resulting from market sourcing of power and higher margin on gas sales in 2006, partially offset by higher purchased power as a result of sourcing power from the market rather than the NJEA and NEA facilities. Capital expenditures for the Partnerships were $2.5 million and $0.5 million for the nine months ended September 30, 2006 and 2005, respectively. The increase relates to various upgrades of equipment at the two generating facilities. NE LP and each of the Partnerships make scheduled interest and principal payments on their outstanding debt. Each is scheduled to make semi-annual principal and interest payments on June 30 and December 30. On June 30, 2006, NE LP and the Partnerships made their scheduled debt service payments. See Note 4 for NE LP's and the Partnerships' long-term contractual obligations at September 30, 2006. Letters of credit were established to satisfy requirements in certain power purchase agreements. As of September 30, 2006, 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, NEA received approximately $29.9 million as a noncash contribution from NE LP related to costs associated with the execution of amended and restated power purchase agreements with two utilities. Affiliates of NE LP's partners paid these costs in the form of loans in the same amount to NE LP with a maturity date of 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 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. 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. NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their trading and 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 September 30, 2006 and December 31, 2005, the VaR figures (in thousands) are as follows:

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 2006 Form 10-K for the registrants. The results of operations for an interim period generally will 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 consolidated net income for the three months ended September 30, 2007 was $29.5 million compared to $45.8 million for the same period in 2006, and the Partnerships' net income for the three months ended September 30, 2007 was $33.1 million compared to $49.9 million for the same period in 2006. Net income for the three months ended September 30, 2006 of NE LP and the Partnerships has been adjusted to reflect the retrospective application of a FASB Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. Net income decreased for the three months ended September 30, 2007 compared to the same period in 2006 primarily due to lower revenues net of purchased power of $15.7 million resulting from unfavorable pricing under the power purchase agreements during the period, lower energy bank amortization of $10.0 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, increased fuel expense, net of fuel sales, of $13.3 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, an increase in unrealized mark-to-market losses on derivatives primarily associated with gas storage supply of $1.1 million, and lower margin on gas sales of $0.3 million. These decreases were partially offset by lower purchased power costs of $19.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, increases in capacity revenues of $2.2 million, and lower interest expense of $2.2 million due to lower outstanding debt balances.

NE LP's consolidated net income for the nine months ended September 30, 2007 was $75.5 million compared to $131.1 million for the same period in 2006, and the Partnerships' net income for the nine months ended September 30, 2007 was $87.0 million compared to $143.7 million for the same period in 2006. Net income for the nine months ended September 30, 2006 of NE LP and the Partnerships has been adjusted to reflect the retrospective application of a FASB Staff Position related to planned major maintenance activities adopted by NE LP and the Partnerships effective December 31, 2006. Net income decreased for the nine months ended September 30, 2007 compared to the same period in 2006 primarily due to lower revenues net of purchased power of $42.5 million resulting from unfavorable pricing under the power purchase agreements during the period, lower energy bank amortization of $28.9 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, lower emissions credit sales of $1.8 million, increased fuel expense, net of fuel sales, of $26.5 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, an increase in unrealized mark-to-market losses on derivatives primarily associated with gas storage supply of $7.4 million, and lower margin on gas sales of $0.4 million. These decreases were partially offset by lower purchased power costs of $34.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, increases of $7.9 million and $2.0 million in capacity revenues and ancillary revenues, respectively, lower operations and maintenance expenses of $1.4 million due to lower levels of scheduled facilities maintenance in 2007, and lower interest expense of $7.0 million due to lower outstanding debt balances.

Revenue decreased for the three months ended September 30, 2007 compared to the same period in 2006 primarily due to unfavorable pricing under the power purchase agreements of $15.7 million, and lower energy bank amortization of $10.0 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, partially offset by lower purchased power costs of $19.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, and increases in capacity revenues of $2.2 million. NE LP's revenues for the three months ended September 30, 2007 and 2006 were comprised of $106.4 million and $110.0 million of power sales to utilities, net of purchased power, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $10.0 million for the three months ended September 30, 2006.

Fuel expense, net of fuel sales, increased for the three months ended September 30, 2007 by $13.3 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, $0.3 million due to lower margin on gas sales and $1.1 million due to higher unrealized mark-to-market losses on derivatives primarily associated with gas storage supply.

Revenue decreased for the nine months ended September 30, 2007 compared to the same period in 2006 primarily due to unfavorable pricing under the power purchase agreements of $42.5 million, lower energy bank amortization of $28.9 million due to NEA's satisfaction of the energy bank liability balance in January, 2007, and lower emissions credit sales of $1.8 million, partially offset by lower purchased power costs of $34.2 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, and increases of $7.9 million and $2.0 million in capacity revenues and ancillary revenues, respectively. NE LP's revenues for the nine months ended September 30, 2007 and 2006 were comprised of $249.2 million and $278.2 million of power sales to utilities, net of purchased power, respectively. Power sales to utilities reflect energy bank amortization and interest totaling $1.5 million and $30.4 million for the nine months ended September 30, 2007 and 2006, respectively, and emissions credit sales of $1.8 million for the nine months ended September 30, 2006.

Fuel expense, net of fuel sales, increased for the nine months ended September 30, 2007 by $26.5 million due to increased generation of power from the NEA and NJEA facilities to fulfill the Partnerships' obligations under the power purchase agreements, $0.3 million due to lower margin on gas sales and $7.4 million due to higher unrealized mark-to-market losses on derivatives primarily associated with gas storage supply.

Operations and maintenance expense decreased for the nine months ended September 30, 2007 compared to the same period in 2006 primarily as a result of scheduled maintenance outages at the NJEA and NEA facilities that occurred in 2006, partially offset in 2007 by repair work performed on one of NEA's combustion turbines. On November 5, 2007, during a routine maintenance inspection, it was discovered that one of NEA's combustion turbines had sustained damage. NE LP and the Partnerships are currently evaluating the damage to determine the repairs that will be required and while the damage is still being evaluated, the costs associated with the repairs are not presently anticipated to have material impact on NE LP or the Partnerships cash flows or financial position.

Depreciation and amortization expense increased for the three months and nine months ended September 30, 2007 compared to the same periods in 2006 due primarily to increased amortization of the 2005 addition of an intangible asset of $29.9 million related to the NEA amended and restated power purchase agreement.

NE LP and the Partnerships make scheduled interest and principal payments on their outstanding debt. NE LP and the Partnerships are scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the Funding Corp. and Acquisition Corp. trust indentures, the December 30, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $19.2 million and $17.8 million of accrued interest at December 31, 2006 and June 30, 2007, respectively. Interest expense for NE LP and the Partnerships decreased for the three and nine months ended September 30, 2007 due to decreasing principal balances on their outstanding debt and NEA's satisfaction of the energy bank liability balance in January, 2007.

Interest income increased for the three and nine months ended September 30, 2007 compared to the same periods in 2006 due to higher average cash balances and interest rates.

In connection with repair work performed on one of NEA's combustion turbines, NE LP and the Partnerships recognized a net loss on disposal of assets of $0.6 million for the nine months ended September 30, 2007.

Transcontinental Gas Pipeline Corporation (Transco) filed a new general rate case on August 31, 2006 with the Federal Energy Regulatory Commission (FERC). The rate case proposed rate increases for most services, fueled largely by a proposed increase of approximately $250 million in the cost of service. NEA currently holds 50,508 MMBtu/day of capacity on Transco's system, and the proposed rates would have resulted in an annual increase of approximately $0.7 million in transportation costs for NEA. FPL Energy, LLC (FPL Energy) on behalf of NEA and other plants operated by FPL Energy, filed a protest of the rate increase with FERC on September 12, 2006. The filed rates went into effect on March 1, 2007. On August 2, 2007, an agreement in principal was reached by the parties whereby the settled rates will result in an annual savings of $0.3 million in transportation costs for NEA from the filed rates, with the difference between any amounts paid on the filed rates through the date of final settlement and the settled rates to be refunded to NEA. The parties to the proposed settlement expect to finalize a settlement agreement and submit it for review and approval by FERC in late 2007 or early 2008.

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. Under the terms of the trust indentures, the December 30, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 and $10.9 million and $6.9 million of accrued interest at June 30, 2007, for the Funding Corp. and the Acquisition Corp., respectively. Interest expense for both the Funding Corp. and Acquisition Corp. decreased in the three and nine months ended September 30, 2007 as a result of decreasing principal balances on their outstanding debt.

Liquidity and Capital Resources

NE LP and the Partnerships - The increase in net cash provided by operating activities for NE LP and the Partnerships for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006 was primarily due to an increase in capacity revenue in 2007 of $7.9 million and an increase in collections of outstanding receivables of $24.8 million, partially offset by higher purchased power costs of $4.6 million.

Capital expenditures for NE LP and the Partnerships were $3.4 million and $2.5 million for the nine months ended September 30, 2007 and 2006, respectively. The increase relates to various upgrades of equipment at the two generating facilities.

NE LP and each of the Partnerships make scheduled interest and principal payments on their outstanding debt. Each is scheduled to make semi-annual principal and interest payments on June 30 and December 30. Under the terms of the Funding Corp. and Acquisition Corp. trust indentures, the December 31, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $19.2 million of accrued interest at December 31, 2006 and $17.8 million of accrued interest at June 30, 2007, respectively.

The Funding Corp. and the Acquisition Corp. - Both the Funding Corp. and the Acquisition Corp. use interest income and principal payments from the notes receivable from the Partnerships and NE LP, respectively, to make interest and principal payments on their outstanding debt, which payments are scheduled to be made on June 30 and December 30. Under the terms of the trust indentures, the December 31, 2006 and June 30, 2007 debt service payments were made on January 2, 2007 and July 2, 2007, respectively, and included $12.1 million and $7.1 million of accrued interest at December 31, 2006 and $10.9 million and $6.9 million of accrued interest at June 30, 2007, respectively for the Funding Corp. and the Acquisition Corp., respectively.

NE LP's and the Partnership's long-term contractual obligations at September 30, 2007 are shown in Note 3.

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 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. 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.

NE LP and the Partnerships use a value-at-risk (VaR) model to measure market risk in their trading and 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 September 30, 2007 and December 31, 2006, the VaR figures (in thousands) are as follows:

		Trading and Managed Hedges(a)		Non-Qualifying Hedges and Hedges in OCI(b)		Total
December 31, 2005		$	724	$	430	$	764
December 31, 2006		$	-	$	15	$	15
September 30, 2006		$	-	$	23	$	23
September 30, 2007		$	-	$	305	$	305
Average for the period ended September 30, 2006		$	-	$	25	$	25
Average for the nine months ended September 30, 2007		$	1	$	6	$	7
(a)	Trading and managed hedges are essentially all changes in the derivatives' fair value for power purchases and sales and trading activities, which are recognized on a net basis in operating revenues and for fuel purchases and sales which are recognized on a net basis in fuel expense.
(b)	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.

Concentration of Credit Risk - At September 30, 2006 and December 31, 2005, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to three utilities under long-term power purchase agreements. If any one or more of these customers' receivable balances should be deemed uncollectible, it could have a material adverse effect on NE LP's and the Partnerships' results of operations and financial condition.
Concentration of Credit Risk - At September 30, 2007 and December 31, 2006, a majority of NE LP's and the Partnerships' trade receivables were derived from electricity sales to three utilities under long-term power purchase agreements. If any one or more of these customers' receivable balances should be deemed uncollectible, it could have a material adverse effect on NE LP's and the Partnerships' results of operations and financial condition.
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 September 30, 2006, the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of the Acquisition Corp. and NE LP or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's 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 the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP and its consolidated subsidiaries required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP, 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 Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
	As of September 30, 2007, the Acquisition Corp. and NE LP had performed an evaluation, under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of the Acquisition Corp. and NE LP or their equivalent (Principal Officers), of the effectiveness of the design and operation of the Acquisition Corp.'s and NE LP's 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 the Acquisition Corp.'s and NE LP's disclosure controls and procedures are effective in timely alerting them to material information relating to the Acquisition Corp. and NE LP and its consolidated subsidiaries required to be included in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act and ensuring that information required to be disclosed in the Acquisition Corp.'s and NE LP's reports filed or submitted under the Exchange Act is accumulated and communicated to management, including its Principal Officers, to allow timely decisions regarding required disclosure. The Acquisition Corp. and NE LP have a Disclosure Committee, which is made up of several key management employees and reports directly to the Principal Officers of each of the Acquisition Corp. and NE LP, 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 Acquisition Corp. and NE LP cannot provide absolute assurance that the objectives of their disclosure controls and procedures will be met.
(b)	Changes in Internal ~~Controls~~Control over Financial Reporting
	The Acquisition Corp. and NE LP 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 Acquisition Corp.'s or NE LP's internal control over financial reporting that occurred during the Acquisition Corp.'s and NE LP's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Acquisition Corp.'s and NE LP's internal control over financial reporting.

PART II - OTHER INFORMATION
Item 1A. Risk Factors
In addition to the risk factors discussed below and other information set forth in this report, the factors discussed in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2005 Form 10-K, which could materially affect the registrants' business, financial condition and/or future operating results should be carefully considered. The risks described herein and in the 2005 Form 10-K are not the only risks facing the registrants. Additional risks and uncertainties not currently known to the registrants, or that are currently deemed to be immaterial also may materially adversely affect the registrants' business, financial condition and/or future operating results.
There were no material changes from the risk factors disclosed in the registrants' 2006 Form 10-K. The factors discussed in Part 1, Item 1A. Risk Factors in the Acquisition Corp.'s and NE LP's 2006 Form 10-K, as well as other information set forth in this report, which could materially affect the Acquisition Corp.'s and NE LP's business, financial condition and/or future operating results should be carefully considered. The risks described in the registrants' 2006 Form 10-K are not the only risks facing the registrants. Additional risks and uncertainties not currently known to the registrants, or that are currently deemed to be immaterial, also may materially adversely affect the registrants' business, financial condition and/or future operating results.
The operation and maintenance of power generation facilities involve significant risks that could adversely affect the results of operations and financial condition of NE LP and the Partnerships.
Item 6. Exhibits
·	The operation and maintenance of power generation facilities involve many risks, including, but not limited to, start up risks, breakdown or failure of equipment, transmission lines or pipelines, the inability to properly manage or mitigate known equipment defects unless and until such defects are remediated, use of new technology, the dependence on a specific fuel source, including the supply and transportation of fuel, or the impact of unusual or adverse weather conditions (including natural disasters), as well as the risk of performance below expected or contracted levels of output or efficiency. This could result in lost revenues and/or increased expenses, including, but not limited to, the requirement to purchase power in the market at potentially higher prices to meet contractual obligations. Insurance, warranties or performance guarantees may not cover any or all of the lost revenues or increased expenses, including the cost of replacement power. Breakdown or failure of an operating facility may prevent the facility from performing under applicable power sales agreements which, in certain situations, could result in termination of the agreement or incurring a liability for liquidated damages.
Exhibit Number			Description
Item 5. Other Information
3.1(1)			Certificate of Incorporation of the Funding Corp.
(c)		Reference is made to Part III Item 10. Directors and Executive Officers of the Registrants in the 2005 Form 10-K for NE LP and subsidiaries as it relates to the Management Committee of NE LP and the Partnerships.
3.1.1(2)			Certificate of Amendment of Certificate of Incorporation of the Funding Corp. as filed with the Secretary of State of the State of Delaware on February 3, 1998
		On September 5, 2006, Mr. Ronald R. Reagan announced his resignation from the management committee of each of NE LP, NEA and NJEA, effective immediately.
3.1.2(3)			Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
		On September 5, 2006, Mr. Timothy A. Oliver was appointed to the management committee's of NE LP, NEA and NJEA by ESI Northeast Energy GP, Inc. replacing Mr. Ronald R. Reagan. Mr. Oliver, 34, is a senior associate business manager at FPL Energy. Prior to being named to that position in August 2006, he held a variety of positions at FPL Group, Inc. (FPL Group) and FPL Energy since September 2002 in the power marketing, financial planning and supply chain organizations. From August 2000 to September 2002, Mr. Oliver worked as a senior financial analyst for International Business Machines, Inc. (IBM).
3.2(2)			By-laws of the Funding Corp.
		On September 1, 2006, Mr. Geert Peters announced his resignation from the management committee of each of NE LP, NEA and NJEA, effective immediately.
3.2.1(3)			By-laws of the Acquisition Corp.
		On September 1, 2006, Mr. John K. LeDoux was appointed to the management committee's of NE LP, NEA and NJEA by Tractebel Northeast Generation GP Inc. replacing Mr. Geert Peters. Mr. LeDoux, 49, has been a vice president - business control for Suez Energy North America, Inc. (Suez) since May 2002. In such capacity, Mr. LeDoux manages the accounting functions for Suez's generating assets. He is also responsible for the implementation of global and national strategies for group procurement in North America. Prior to joining Suez, Mr. LeDoux previously worked at Texaco Inc. for 21 years in the controllers department most recently as director of back office.
3.3(2)			Amended and Restated Certificate of Limited Partnership of NEA as filed with the Secretary of State of the Commonwealth of Massachusetts on March 31, 1986, as amended and restated on January 9, 1987 and November 6, 1987, as further amended on July 6, 1989 and as amended and restated on February 16, 1998
Item 6. Exhibits
3.4(2)			Amended and Restated Certificate of Limited Partnership of NJEA as filed with the Secretary of State of the State of New Jersey on November 3, 1986, as amended and restated on January 14, 1987, June 25, 1987, March 4, 1988 and February 16, 1998
Exhibit Number					Description
3.5(2)			Amended and Restated Agreement of Limited Partnership of NEA dated as of November 21, 1997
3.1(1)					Certificate of Incorporation of the Funding Corp.
3.6(2)			Amended and Restated Agreement of Limited Partnership of NJEA dated as of November 21, 1997
3.1.1(2)					Certificate of Amendment of Certificate of Incorporation of the Funding Corp. as filed with the Secretary of State of the State of Delaware on February 3, 1998
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
3.1.2(3)					Certificate of Incorporation of the Acquisition Corp. as filed with the Secretary of State of the State of Delaware on January 12, 1998
3.8(2)			Agreement of Limited Partnership of NE LP, a Delaware limited partnership, dated as of November 21, 1997
3.2(2)					By-laws of the Funding Corp.
31(a)		Rule 13a-14(a)/15d-14(a) Certification of President (equivalent to the Chief Executive Officer) of Acquisition Corp.
3.2.1(3)					By-laws of the Acquisition Corp.
31(b)		Rule 13a-14(a)/15d-14(a) Certification of Treasurer (equivalent to the Chief Financial Officer) of Acquisition Corp.
3.3(2)					Amended and Restated Certificate of Limited Partnership of NEA as filed with the Secretary of State of the Commonwealth of Massachusetts on March 31, 1986, as amended and restated on January 9, 1987 and November 6, 1987, as further amended on July 6, 1989 and as amended and restated on February 16, 1998
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
3.4(2)					Amended and Restated Certificate of Limited Partnership of NJEA as filed with the Secretary of State of the State of New Jersey on November 3, 1986, as amended and restated on January 14, 1987, June 25, 1987, March 4, 1988 and February 16, 1998
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
3.5(2)					Amended and Restated Agreement of Limited Partnership of NEA dated as of November 21, 1997
32(a)		Section 1350 Certification of Acquisition Corp.
3.6(2)					Amended and Restated Agreement of Limited Partnership of NJEA dated as of November 21, 1997
32(b)		Section 1350 Certification of NE LP
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
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 Funding Corp. on February 9, 1995 (file no. 33-87902).
(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 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).

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, LP (ESI Northeast Energy GP, Inc. as Administrative General Partner) ESI TRACTEBEL ACQUISITION CORP. (Registrants)
Date: November 13, 2006
Date: November 6, 2007
	MARK R. SORENSEN
	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)

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