|UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
|------------------------------------------------------------------------
|FORM 10-Q                                                               
|                                                                        









|Commission
File Number                                                                                                                                                                                                                                                                                                                                        |                                                         | Exact name of registrants as specified in their charters,
 State of 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  [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]                                                                                                                                                                                                 
|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, 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 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 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, 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 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
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|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 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,
2005            |           |         | December 31,
2004 |  
|-------------------------------------- | -------------------------------------------------------------------------------------------------- | ----------------------------- | --------- | ------- | ----------------- | -
|                                       |                                                                                                    |                               |           |         |                   |  
|ASSETS                                 |                                                                                                    |                               |           |         |                   |  
|Current assets:                        |                                                                                                    |                               |           |         |                   |  
|                                       | Cash and cash equivalents                                                                          |                               | $         | 107,455 |                   |  
|                                       | Accounts receivable                                                                                |                               |           | 108,724 |                   |  
|                                       | Due from related party                                                                             |                               |           | -       |                   |  
|                                       | Spare parts inventories                                                                            |                               |           | 3,768   |                   |  
|                                       | Fuel inventories                                                                                   |                               |           | 9,880   |                   |  
|                                       | Prepaid expenses and other current assets                                                          |                               |           | 5,076   |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total current assets          |           |         | 234,903           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|Non-current assets:                    |                                                                                                    |                               |           |         |                   |  
|                                       | Deferred debt issuance costs (net of accumulated amortization of $4,651 and $4,240, respectively)  |                               |           | 2,309   |                   |  
|                                       | Land                                                                                               |                               |           | 4,712   |                   |  
|                                       | Plant and equipment (net of accumulated depreciation of $160,381 and $146,344, respectively)       |                               |           | 360,312 |                   |  
|                                       | Power purchase agreements (net of accumulated amortization of $435,186 and $382,336, respectively) |                               |           | 506,171 |                   |  
|                                       | Other assets                                                                                       |                               |           | 9,090   |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total non-current assets      |           |         | 882,594           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|TOTAL ASSETS                           |                                                                                                    | $                             | 1,117,497 |         |                   | $
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|LIABILITIES AND PARTNERS' EQUITY       |                                                                                                    |                               |           |         |                   |  
|Current liabilities:                   |                                                                                                    |                               |           |         |                   |  
|                                       | Current portion of notes payable - the Funding Corp.                                               |                               | $         | 48,995  |                   |  
|                                       | Current portion of notes payable - the Acquisition Corp.                                           |                               |           | 11,000  |                   |  
|                                       | Current portion of notes payable - affiliate                                                       |                               |           | 2,987   |                   |  
|                                       | Accrued interest payable                                                                           |                               |           | 11,448  |                   |  
|                                       | Accounts payable                                                                                   |                               |           | 7,847   |                   |  
|                                       | Due to related parties                                                                             |                               |           | 39,029  |                   |  
|                                       | Other accrued expenses                                                                             |                               |           | 20,848  |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total current liabilities     |           |         | 142,154           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|Non-current liabilities:               |                                                                                                    |                               |           |         |                   |  
|                                       | Deferred revenue                                                                                   |                               |           | 6,776   |                   |  
|                                       | Notes payable - the Funding Corp.                                                                  |                               |           | 251,981 |                   |  
|                                       | Notes payable - the Acquisition Corp.                                                              |                               |           | 178,200 |                   |  
|                                       | Note payable - affiliate                                                                           |                               |           | 19,183  |                   |  
|                                       | Energy bank and other liabilities                                                                  |                               |           | 54,313  |                   |  
|                                       | Lease payable                                                                                      |                               |           | 653     |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total non-current liabilities |           |         | 511,106           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|COMMITMENTS AND CONTINGENCIES          |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|Partners' equity:                      |                                                                                                    |                               |           |         |                   |  
|                                       | General partners                                                                                   |                               |           | 9,147   |                   |  
|                                       | Limited partners                                                                                   |                               |           | 455,090 |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total partners' equity        |           |         | 464,237           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|TOTAL LIABILITIES AND PARTNERS' EQUITY |                                                                                                    | $                             | 1,117,497 |         |                   | $
|                                       |                                                                                                    |                               |           |         |                   |  



|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, 2004 (2004 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, |  
|---------------------------- | -------------------------------------- | -------------------------------- | ------- | ------ | ------------------------------- | -
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  | 2005    |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|REVENUES                     |                                        | $                                | 114,826 |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|COSTS AND EXPENSES (INCOME): |                                        |                                  |         |        |                                 |  
|                             | Fuel                                   |                                  |         | 35,999 |                                 |  
|                             | Operations and maintenance             |                                  |         | 3,231  |                                 |  
|                             | Depreciation and amortization          |                                  |         | 23,789 |                                 |  
|                             | General and administrative             |                                  |         | 2,623  |                                 |  
|                             | Net gain on restructuring of contracts |                                  |         | -      |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total costs and expenses         |         |        | 65,642                          |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OPERATING INCOME             |                                        |                                  | 49,184  |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OTHER EXPENSE (INCOME):      |                                        |                                  |         |        |                                 |  
|                             | Amortization of debt issuance costs    |                                  |         | 138    |                                 |  
|                             | Interest expense                       |                                  |         | 13,048 |                                 |  
|                             | Interest income                        |                                  |         | (328   | )                               |  
|                             | Other (income) expense                 |                                  |         | (273   | )                               |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total other expense - net        |         |        | 12,585                          |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|NET INCOME                   |                                        | $                                | 36,599  |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  





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



|                                                       |                                                 |                                       |  |  |  |  |  |  |  | Nine Months Ended
September 30, |        
|------------------------------------------------------ | ----------------------------------------------- | ------------------------------------- |  |  |  |  |  |  |  | ------------------------------- | -------
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 | 2005   
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES              |                                                 |                                       |  |  |  |  |  |  |  | $                               | 128,585
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Capital expenditures                            |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 | Net cash used in investing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payment on the Funding Corp. notes    |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payment on the Acquisition Corp. note |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payments on the affiliate notes       |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Distributions to partners                       |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 | Net cash used in financing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|Net increase in cash and cash equivalents              |                                                 |                                       |  |  |  |  |  |  |  |                                 | 56,351 
|Cash and cash equivalents at beginning of period       |                                                 |                                       |  |  |  |  |  |  |  |                                 | 51,104 
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|Cash and cash equivalents at end of period             |                                                 |                                       |  |  |  |  |  |  |  | $                               | 107,455
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Cash paid for interest                          |                                       |  |  |  |  |  |  |  |                                 | $      
|                                                       |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: |                                                 |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Assumption of liability by partners             |                                       |  |  |  |  |  |  |  |                                 | $      



|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 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,
2005            |           |         | December 31,
2004 |  
|-------------------------------------- | -------------------------------------------------------------------------------------------------- | ----------------------------- | --------- | ------- | ----------------- | -
|                                       |                                                                                                    |                               |           |         |                   |  
|ASSETS                                 |                                                                                                    |                               |           |         |                   |  
|Current assets:                        |                                                                                                    |                               |           |         |                   |  
|                                       | Cash and cash equivalents                                                                          |                               | $         | 93,113  |                   |  
|                                       | Accounts receivable                                                                                |                               |           | 108,724 |                   |  
|                                       | Due from related party                                                                             |                               |           | -       |                   |  
|                                       | Spare parts inventories                                                                            |                               |           | 3,768   |                   |  
|                                       | Fuel inventories                                                                                   |                               |           | 9,880   |                   |  
|                                       | Prepaid expenses and other current assets                                                          |                               |           | 5,068   |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total current assets          |           |         | 220,553           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|Non-current assets:                    |                                                                                                    |                               |           |         |                   |  
|                                       | Land                                                                                               |                               |           | 4,712   |                   |  
|                                       | Plant and equipment (net of accumulated depreciation of $160,381 and $146,344, respectively)       |                               |           | 360,312 |                   |  
|                                       | Power purchase agreements (net of accumulated amortization of $435,186 and $382,336, respectively) |                               |           | 506,171 |                   |  
|                                       | Other assets                                                                                       |                               |           | 9,090   |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total non-current assets      |           |         | 880,285           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|TOTAL ASSETS                           |                                                                                                    | $                             | 1,100,838 |         |                   | $
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|LIABILITIES AND PARTNERS' EQUITY       |                                                                                                    |                               |           |         |                   |  
|Current liabilities:                   |                                                                                                    |                               |           |         |                   |  
|                                       | Current portion of notes payable - the Funding Corp.                                               |                               | $         | 48,995  |                   |  
|                                       | Accrued interest payable                                                                           |                               |           | 7,205   |                   |  
|                                       | Accounts payable                                                                                   |                               |           | 7,847   |                   |  
|                                       | Due to related parties                                                                             |                               |           | 39,029  |                   |  
|                                       | Other accrued expenses                                                                             |                               |           | 20,856  |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total current liabilities     |           |         | 123,932           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|Non-current liabilities:               |                                                                                                    |                               |           |         |                   |  
|                                       | Deferred revenue                                                                                   |                               |           | 6,776   |                   |  
|                                       | Notes payable - the Funding Corp.                                                                  |                               |           | 251,981 |                   |  
|                                       | Energy bank and other liabilities                                                                  |                               |           | 54,161  |                   |  
|                                       | Lease payable                                                                                      |                               |           | 653     |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total non-current liabilities |           |         | 313,571           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|COMMITMENTS AND CONTINGENCIES          |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|Partners' equity:                      |                                                                                                    |                               |           |         |                   |  
|                                       | General partners                                                                                   |                               |           | 6,634   |                   |  
|                                       | Limited partners                                                                                   |                               |           | 656,701 |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    | Total partners' equity        |           |         | 663,335           |  
|                                       |                                                                                                    |                               |           |         |                   |  
|                                       |                                                                                                    |                               |           |         |                   |  
|TOTAL LIABILITIES AND PARTNERS' EQUITY |                                                                                                    | $                             | 1,100,838 |         |                   | $
|                                       |                                                                                                    |                               |           |         |                   |  



|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 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, |  
|---------------------------- | -------------------------------------- | -------------------------------- | ------- | ------ | ------------------------------- | -
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | 2005                             |         |        | 2004                            |  
|                             |                                        |                                  |         |        |                                 |  
|REVENUES                     |                                        | $                                | 114,826 |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|COSTS AND EXPENSES (INCOME): |                                        |                                  |         |        |                                 |  
|                             | Fuel                                   |                                  |         | 35,999 |                                 |  
|                             | Operations and maintenance             |                                  |         | 3,231  |                                 |  
|                             | Depreciation and amortization          |                                  |         | 23,789 |                                 |  
|                             | General and administrative             |                                  |         | 2,623  |                                 |  
|                             | Net gain on restructuring of contracts |                                  |         | -      |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total costs and expenses         |         |        | 65,642                          |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OPERATING INCOME             |                                        |                                  | 49,184  |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|OTHER EXPENSE (INCOME):      |                                        |                                  |         |        |                                 |  
|                             | Interest expense                       |                                  |         | 8,805  |                                 |  
|                             | Interest income                        |                                  |         | (320   | )                               |  
|                             | Other expense                          |                                  |         | (273   | )                               |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        | Total other expense - net        |         |        | 8,212                           |  
|                             |                                        |                                  |         |        |                                 |  
|                             |                                        |                                  |         |        |                                 |  
|NET INCOME                   |                                        | $                                | 40,972  |        |                                 | $
|                             |                                        |                                  |         |        |                                 |  





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



|                                                       |                                              |                                       |  |  |  |  |  |  |  | Nine Months Ended
September 30, |        
|------------------------------------------------------ | -------------------------------------------- | ------------------------------------- |  |  |  |  |  |  |  | ------------------------------- | -------
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  | 2005                            |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|NET CASH PROVIDED BY OPERATING ACTIVITIES              |                                              |                                       |  |  |  |  |  |  |  | $                               | 137,398
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Capital expenditures                         |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              | Net cash used in investing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Principal payment on the Funding Corp. notes |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Distributions to partners                    |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              | Net cash used in financing activities |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|Net increase in cash and cash equivalents              |                                              |                                       |  |  |  |  |  |  |  |                                 | 42,042 
|Cash and cash equivalents at beginning of period       |                                              |                                       |  |  |  |  |  |  |  |                                 | 51,071 
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|Cash and cash equivalents at end of period             |                                              |                                       |  |  |  |  |  |  |  | $                               | 93,113 
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:      |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Cash paid for interest                       |                                       |  |  |  |  |  |  |  |                                 | $      
|                                                       |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES: |                                              |                                       |  |  |  |  |  |  |  |                                 |        
|                                                       | Assumption of liability by parent company    |                                       |  |  |  |  |  |  |  |                                 | $      



|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 2004 Form 10-K for NEA and NJEA.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ESI TRACTEBEL FUNDING CORP.
CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
|---------------------------------------------------------------------------------------



|                                           |                                                                              | September 30,
2005        |         |        | December 31,
2004 |  
|------------------------------------------ | ---------------------------------------------------------------------------- | ------------------------- | ------- | ------ | ----------------- | -
|                                           |                                                                              |                           |         |        |                   |  
|ASSETS                                     |                                                                              |                           |         |        |                   |  
|Current assets:                            |                                                                              |                           |         |        |                   |  
|                                           | Cash                                                                         |                           | $       | 1      |                   |  
|                                           | Interest receivable from the Partnerships                                    |                           |         | 7,205  |                   |  
|                                           | Current portion of notes receivable from the Partnerships                    |                           |         | 48,995 |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              | Total current assets      |         |        | 56,201            |  
|                                           |                                                                              |                           |         |        |                   |  
|Notes receivable from the Partnerships     |                                                                              |                           | 251,981 |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|TOTAL ASSETS                               |                                                                              | $                         | 308,182 |        |                   | $
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                              |                           |         |        |                   |  
|Current liabilities:                       |                                                                              |                           |         |        |                   |  
|                                           | Current portion of debt securities payable                                   |                           | $       | 48,995 |                   |  
|                                           | Accrued interest payable                                                     |                           |         | 7,205  |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              | Total current liabilities |         |        | 56,200            |  
|                                           |                                                                              |                           |         |        |                   |  
|Debt securities payable                    |                                                                              |                           | 251,981 |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|COMMITMENTS AND CONTINGENCIES              |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|Stockholders' equity:                      |                                                                              |                           |         |        |                   |  
|                                           | Common stock, no par value, 10,000 shares authorized, issued and outstanding |                           |         | 1      |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|                                           |                                                                              |                           |         |        |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                              | $                         | 308,182 |        |                   | $
|                                           |                                                                              |                           |         |        |                   |  







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



|                 |  | Three Months Ended
September 30, |        |   | Nine Months Ended
September 30, |  
|---------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                 |  |                                  |        |   |                                 |  
|                 |  | 2005                             |        |   | 2004                            |  
|                 |  |                                  |        |   |                                 |  
|Interest income  |  | $                                | 7,205  |   |                                 | $
|Interest expense |  |                                  | (7,205 | ) |                                 |  
|                 |  |                                  |        |   |                                 |  
|                 |  |                                  |        |   |                                 |  
|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 2004 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, |  
|------------------------------------------------- | ------------------------------------------------ | ----------------------------------------- |  |  |  |  |  |  |  | ------------------------------- | -
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  | 2005                            |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES         |                                                  |                                           |  |  |  |  |  |  |  | $                               | -
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  | Principal payment received from the Partnerships |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  | Net cash provided by investing activities |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  | Principal payment on debt                        |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  | Net cash used in financing activities     |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|Net change in cash                                |                                                  |                                           |  |  |  |  |  |  |  |                                 | -
|Cash at beginning of period                       |                                                  |                                           |  |  |  |  |  |  |  |                                 | 1
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|Cash at end of period                             |                                                  |                                           |  |  |  |  |  |  |  | $                               | 1
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                                  |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  | Cash paid for interest                           |                                           |  |  |  |  |  |  |  |                                 | $



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







|ESI TRACTEBEL ACQUISITION CORP.
CONDENSED BALANCE SHEETS
(Thousands of Dollars)
(Unaudited)
|-------------------------------------------------------------------------------------------



|                                           |                                                                                       | September 30,
2005            |         |         | December 31,
2004 |  
|------------------------------------------ | ------------------------------------------------------------------------------------- | ----------------------------- | ------- | ------- | ----------------- | -
|                                           |                                                                                       |                               |         |         |                   |  
|ASSETS                                     |                                                                                       |                               |         |         |                   |  
|Current assets:                            |                                                                                       |                               |         |         |                   |  
|                                           | Interest receivable from NE LP                                                        |                               | $       | 3,779   |                   |  
|                                           | Current portion of note receivable from NE LP                                         |                               |         | 11,000  |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total current assets          |         |         | 14,779            |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|Non-current assets:                        |                                                                                       |                               |         |         |                   |  
|                                           | Due from NE LP                                                                        |                               |         | 152     |                   |  
|                                           | Note receivable from NE LP                                                            |                               |         | 178,200 |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total non-current assets      |         |         | 178,352           |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|TOTAL ASSETS                               |                                                                                       | $                             | 193,131 |         |                   | $
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|LIABILITIES AND STOCKHOLDERS' EQUITY       |                                                                                       |                               |         |         |                   |  
|Current liabilities:                       |                                                                                       |                               |         |         |                   |  
|                                           | Income taxes payable                                                                  |                               | $       | 35      |                   |  
|                                           | Current portion of debt securities payable                                            |                               |         | 11,000  |                   |  
|                                           | Accrued interest payable                                                              |                               |         | 3,779   |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total current liabilities     |         |         | 14,814            |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|Non-current liabilities:                   |                                                                                       |                               |         |         |                   |  
|                                           | Debt securities payable                                                               |                               |         | 178,200 |                   |  
|                                           | Other                                                                                 |                               |         | 50      |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       | Total non-current liabilities |         |         | 178,250           |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|TOTAL LIABILITIES                          |                                                                                       |                               | 193,064 |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|COMMITMENTS AND CONTINGENCIES              |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|Stockholders' equity:                      |                                                                                       |                               |         |         |                   |  
|                                           | Common stock, $.10 par value, 100 shares authorized, 20 shares issued and outstanding |                               |         | -       |                   |  
|                                           | Retained earnings                                                                     |                               |         | 67      |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|                                           |                                                                                       |                               |         |         |                   |  
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                       | $                             | 193,131 |         |                   | $
|                                           |                                                                                       |                               |         |         |                   |  





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



|                           |  | Three Months Ended
September 30, |        |   | Nine Months Ended
September 30, |  
|-------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | -
|                           |  |                                  |        |   |                                 |  
|                           |  | 2005                             |        |   | 2004                            |  
|                           |  |                                  |        |   |                                 |  
|Interest income            |  | $                                | 3,779  |   |                                 | $
|Interest expense           |  |                                  | (3,776 | ) |                                 |  
|                           |  |                                  |        |   |                                 |  
|Income before income taxes |  |                                  | 3      |   |                                 |  
|Income tax expense         |  |                                  | (1     | ) |                                 |  
|                           |  |                                  |        |   |                                 |  
|                           |  |                                  |        |   |                                 |  
|NET INCOME                 |  | $                                | 2      |   |                                 | $
|                           |  |                                  |        |   |                                 |  



|These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2004 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, |  
|------------------------------------------------- | ------------------------------------- | ----------------------------------------- |  |  |  |  |  |  |  | ------------------------------- | -
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  | 2005                            |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|NET CASH PROVIDED BY OPERATING ACTIVITIES         |                                       |                                           |  |  |  |  |  |  |  | $                               | -
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  | Principal payment received from NE LP |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       | Net cash provided by investing activities |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  | Principal payment on debt             |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       | Net cash used in financing activities     |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|Net change in cash                                |                                       |                                           |  |  |  |  |  |  |  |                                 | -
|Cash at beginning of period                       |                                       |                                           |  |  |  |  |  |  |  |                                 | -
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|Cash at end of period                             |                                       |                                           |  |  |  |  |  |  |  | $                               | -
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |                                       |                                           |  |  |  |  |  |  |  |                                 |  
|                                                  | Cash paid for interest                |                                           |  |  |  |  |  |  |  |                                 | $



|These reports should be read in conjunction with the Notes to Condensed Financial Statements herein and the Notes to Financial Statements appearing in the 2004 Form 10-K for the Funding 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
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 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. 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:                                                                                                                                                                                                                                                                                                                                                                                                     



|                             |  | NEA                    |       | NJEA |   | Combined | 
|---------------------------- |  | ---------------------- | ----- | ---- | - | -------- | 
|                             |  |                        |       |      |   |          | 
|                             |  | GP                     |       | LP   |   | Total    | 
|                             |  |                        |       |      |   |          | 
|                             |  | (Thousands of Dollars) |      
|                             |  |                        |       |      |   |          | 
|Balances, December 31, 2004  |  | $                      | 2,509 |      | $ | 248,504  | 
|Balances, September 30, 2005 |  | $                      | 2,991 |      | $ | 296,257  | 



|NEA 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 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.  Accounting for Derivative Instruments and Hedging Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NE LP and the Partnerships reclassified net realized gains of approximately $0.5 million and $1.5 million into earnings from accumulated other comprehensive income for the three and nine months ended September 30, 2004, respectively. The effective portion of the net gain/loss on cash flow hedges included within comprehensive income was a net gain of approximately $12 thousand and approximately $41 thousand for the three and nine months ended September 30, 2004, respectively. There were no net gains/losses on cash flow hedges in comprehensive income for the three and nine months ended September 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Unrealized mark-to-market gains and losses on derivative transactions represent the net unrealized effect of derivative transactions entered into as economic hedges (but which do not qualify for hedge accounting under Statement of Financial Accounting Standards No. (FAS) 133, "Accounting for Derivative Instruments and Hedging Activities," as amended) and the ineffective portion of 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, unless hedge accounting is applied. NE LP and the Partnerships' had no instruments that qualified for hedge accounting in the first nine months of 2005.                                                                                                                                                                                                                                                                                                                                                                                                  
|Unrealized mark-to-market (losses)/gains on derivative transactions were $(8.2) million and $6.1 million for the three months ended September 30, 2005 and 2004, respectively. Unrealized mark-to-market (losses)/gains on derivative transactions were $(4.9) million and $49.1 million for the nine months ended September 30, 2005 and 2004, respectively. In addition, NE LP and the Partnerships recognized a net loss of $40.4 million in the first quarter of 2005 due to the write-off of derivative assets associated with NJEA's termination of its two off-peak power purchase contracts with FPL Energy Power Marketing, Inc. (PMI) and Suez Energy Marketing NA, Inc. (formerly known as Tractebel Energy Marketing, Inc.) (TEMI) which is reflected in a reduction to revenues for the nine months ended September 30, 2005. The current portion of the derivative assets is $3.6 million at September 30, 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 September 30, 2005. The current portion of derivative liabilities is $8.6 million at September 30, 2005 and is included in the condensed combined and consolidated balance sheets under other accrued expenses. There were no non-current derivative liabilities at September 30, 2005.
|3.  Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Comprehensive income below includes net income and net unrealized losses on cash flow hedges of forecasted fuel purchases for both NE LP and the Partnerships of approximately $0.5 million and $1.5 million for the three and nine months ended September 30, 2004, respectively. There were no differences between comprehensive income and net income for the three and nine months ended September 30, 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               



|                 |  | Three Months Ended
September 30, |        |  | Nine Months Ended
September 30, |  
|---------------- |  | -------------------------------- | ------ |  | ------------------------------- | -
|                 |  |                                  |        |  |                                 |  
|                 |  | 2005                             |        |  | 2004                            |  
|                 |  |                                  |        |  |                                 |  
|                 |  | (Thousands of Dollars)           |       
|                 |  |                                  |        |  |                                 |  
|NE LP            |  | $                                | 36,599 |  |                                 | $
|The Partnerships |  | $                                | 40,972 |  |                                 | $



|4.  Commitments and Contingencies                                                                        
|---------------------------------------------------------------------------------------------------------
|The long-term contractual obligations of NE LP and the Partnerships at September 30, 2005 are as follows:



|NE LP AND THE PARTNERSHIPS
September 30, 2005
(Thousands of Dollars)
|--------------------------------------------------------------------



|                              |                                                                                                                                                                                                                      | 2005 |        | 2006 - 07 |   | 2008 - 09 |         | Thereafter |         | Total  
|----------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------ | --------- | - | --------- | ------- | ---------- | ------- | -------
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|CONTRACTUAL OBLIGATIONS       |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|The Partnerships:             |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|                              | Funding Corp. debt(a)                                                                                                                                                                                                |      | $      | 37,086    |   | $         | 152,691 |            | $       | 132,295
|                              | Operating leases                                                                                                                                                                                                     |      |        | 68        |   |           | 582     |            |         | 630    
|                              | Other long-term obligations:                                                                                                                                                                                         |      |        |           |   |           |         |            |         |        
|                              | Energy bank liability                                                                                                                                                                                                |      |        | -         |   |           | 48,243  |            |         | -      
|                              | Administrative agreement(b)                                                                                                                                                                                          |      |        | 150       |   |           | 1,200   |            |         | 1,200  
|                              | O&M agreement(b)                                                                                                                                                                                                     |      |        | 375       |   |           | 3,000   |            |         | 3,000  
|                              | Fuel management agreement(b)                                                                                                                                                                                         |      |        | 225       |   |           | 1,800   |            |         | 1,800  
|                              | Steam sales termination agreement(c)                                                                                                                                                                                 |      |        | 1,038     |   |           | 8,302   |            |         | -      
|                              | Natural gas, including transportation and storage                                                                                                                                                                    |      |        | 5,282     |   |           | 41,963  |            |         | 38,779 
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|Total Partnerships            |                                                                                                                                                                                                                      |      | 44,224 |           |   | 257,781   |         |            | 177,704 |        
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|NE LP:                        |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|                              | Acquisition Corp. debt(a)                                                                                                                                                                                            |      |        | 11,959    |   |           | 62,973  |            |         | 69,582 
|                              | Affiliate debt(a)                                                                                                                                                                                                    |      |        | 2,382     |   |           | 9,528   |            |         | 9,528  
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|Total NE LP                   |                                                                                                                                                                                                                      |      | 14,341 |           |   | 72,501    |         |            | 79,110  |        
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|Total contractual obligations |                                                                                                                                                                                                                      | $    | 58,565 |           | $ | 330,282   |         | $          | 256,814 |        
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|                              |                                                                                                                                                                                                                      |      |        |           |   |           |         |            |         |        
|(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.              



|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 is capitalized as part of the power purchase agreement's intangible asset on the balance sheet at September 30, 2005. These loans were repaid with interest in April 2005 from funds otherwise available for NE LP partnership distributions. As a result of the amended and restated power purchase agreements, NE LP and the Partnerships adopted EITF 91-6, "Revenue Recognition of Long-Term Power Sales Contracts", which requires NE LP and the Partnerships to recognize revenue as the lesser of the amount billable under the contract or the estimated average revenue over the term of the contract. Consequently, NE LP and the Partnerships recognized a reduction to revenue of $2.9 million and $6.8 million for the three and nine months ended September 30, 2005, respectively.                                                                                        
|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 continued to purchase 12,507 MMbtu/day through October 31, 2005 at a fixed price and the fuel supplier paid 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 PMI and 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|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 recorded a $0.6 million loss in the first quarter of 2005 associated with obligations arising from termination of the operating lease.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|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 purchase 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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 consolidated net income for the three months ended September 30, 2005 was $36.6 million compared to $24.4 million for the same period in 2004 and the Partnerships' net income for the three months ended September 30, 2005 was $41.0 million compared to $29.2 million for the same period in 2004. NE LP's consolidated net income for the nine months ended September 30, 2005 was $75.9 million compared to $174.0 million for the same period in 2004, and the Partnerships' combined net income for the nine months ended September 30, 2005 was $89.3 million compared to $188.3 million for the same period in 2004. The increase in net income for the three months ended September 30, 2005 compared to the same period in 2004, is primarily attributable to fuel savings of approximately $13.3 million due to the NJEA and NEA amended and restated power purchase agreements. Net income for the nine months ended September 30, 2005 included a net gain of $19.5 million on restructuring of contracts and fuel savings of $48.7 million, favorable pricing primarily on purchased power of $19.8 million and net losses of $40.4 million from the termination of power purchase contracts which are reflected in revenues. Net income for the nine months ended September 30, 2004 included a net gain of $103.2 million on restructuring of contracts and net unrealized mark-to-market gains of $49.1 million.                  
|The net gain on restructurings of contracts for the nine months ended September 30, 2005 consisted 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 and a loss of $0.6 million recognized on the effective date of the termination of the operating lease on the carbon dioxide facility. The net gain on restructurings of contracts for the nine months ended September 30, 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 nine months of 2005. NE LP included unrealized mark-to-market gains on these contracts of $49.1 million for the same period in 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|Revenue decreased for the three months ended September 30, 2005 compared to the same period in 2004 primarily due to higher purchased power costs of $43.6 million due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements and net unrealized mark-to-market gains on derivative instruments of $6.1 million in the same period in the prior year that did not recur in the current quarter. These decreases were partially offset by favorable pricing under the restructured power purchase agreements of $47.7 million and an increase in utility energy bank amortization of $1.2 million. The energy bank balances are amortized in accordance with scheduled or specified rates under the NEA power purchase agreement. NE LP's revenues for the three months ended September 30, 2005 and 2004 were comprised of $114.8 million and $115.2 million of power sales to utilities and $0.0 and $0.5 million of steam sales, respectively. Partnerships' revenues for the three months ended September 30, 2005 and 2004 were comprised of $114.8 million and $115.4 million of power sales to utilities and $0.0 and $0.5 million of steam sales, respectively.                                                                                                                                                                                                                                                                              
|Fuel expense decreased for the three months ended September 30, 2005 compared to the same period in 2004 by $44.9 million as a result of the NJEA and NEA amended and restated power purchase agreements due to the supply of power from the market rather than the facilities and by $5.8 million resulting from increased gains on fuel sales. These decreases were partially offset by the increased cost of market priced gas of $29.0 million and net unrealized mark-to-market losses of $8.2 million on derivative instruments primarily associated with gas supply provided by ProGas under the NEA Termination Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Revenue decreased for the nine months ended September 30, 2005 compared to the same period in 2004 primarily due to a realized loss of $40.4 million described above, compared to a net unrealized mark-to-market gain of $49.1 million in the same period in 2004, and due to higher purchased power costs of $88.3 million for the nine months ended September 30, 2005 due to market sourcing of power to fulfill the Partnerships' obligations under the power purchase agreements. In addition, steam sales decreased $0.9 million due to the termination of the steam sales agreement. These decreases were partially offset by favorable pricing under the restructured power purchase agreements of $108.1 million, an increase in the utility energy bank amortization of $4.5 million, higher miscellaneous revenues of $1.4 million, and higher capacity revenues of $0.5 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 nine months ended September 30, 2005 and 2004 were comprised of $253.5 million and $316.5 million of power sales to utilities and $0.2 million and $1.1 million of steam sales, respectively. The Partnerships' revenues for the nine months ended September 30, 2005 and 2004 were comprised of $253.5 million and $316.8 million of power sales to utilities and $0.2 million and $1.1 million of steam sales, respectively.
|Fuel expense decreased for the nine months ended September 30, 2005 compared to the same period in 2004 by $95.2 million as a result of the NJEA and NEA amended and restated power purchase agreements due to the supply of power from the market rather than the facilities and $8.8 million resulting from increased gains on fuel sales. These decreases were partially offset by the increased cost of market priced gas of $50.0 million and net unrealized mark-to-market losses on derivatives of $4.9 million primarily associated with gas supply provided by ProGas under the NEA Termination Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|Operations and maintenance expense decreased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily due to the supply of power from the market under the amended and restated power purchased agreements resulting in lower generation at the facilities and consequently, lower variable production costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Depreciation and amortization expense increased for the three and nine months ended September 30, 2005 compared to the same periods in 2004 primarily due to the addition of an intangible asset of $29.9 million as part of the NEA amended and restated power purchase agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|General and administrative expenditures increased for the three and nine months ended September 30, 2005 compared to 2004 primarily due to higher professional fees associated with the power purchase agreement restructuring and higher fees to the managing general partner.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|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. On June 30, 2005, NE LP made the scheduled debt service payment. Interest expense for NE LP decreased for the three and nine months ended September 30, 2005 compared to 2004 due to decreasing principal balances on its outstanding debt and energy bank liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|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, 2005, the Funding Corp. and the Acquisition Corp. made the scheduled debt service payments. Interest expense for both the Funding Corp. and Acquisition Corp. decreased for the three and nine months ended September 2005 compared to 2004 due to 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, 2005 compared to the nine months ended September 30, 2004 were primarily due to lower fuel costs incurred in 2005 partially offset by higher purchased power 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. On June 30, 2005, NE LP and the Partnerships' made the scheduled debt service payments.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|NE LP and the Partnerships' long-term contractual obligations at September 30, 2005 are shown in Note 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Letters of credit were established to satisfy requirements in certain power purchase agreements. As of September 30, 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 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 September 30, 2005 and December 31, 2004, the VaR figures (in thousands) are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



|                                                     |                                                                                                                                                                                                                                                                                             | Trading and Managed Hedges(a) |     | Non-Qualifying Hedges and Hedges in
OCI(b) |   | Total
|---------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | --- | ------------------------------------------ | - | -----
|                                                     |                                                                                                                                                                                                                                                                                             |                               |     |                                            |   |      
|December 31, 2004                                    |                                                                                                                                                                                                                                                                                             | $                             | -   |                                            | $ | 3,165
|September 30, 2005                                   |                                                                                                                                                                                                                                                                                             | $                             | 904 |                                            | $ | -    
|Average for the nine months ended September 30, 2005 |                                                                                                                                                                                                                                                                                             | $                             | 252 |                                            | $ | 1,865
|                                                    
|                                                     |                                                                                                                                                                                                                                                                                            
|(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-qualifying hedges are employed to reduce the market risk exposure to physical assets which are not marked to market. The VaR figures for the non-qualifying hedges and hedges in OCI category do not represent the economic exposure to commodity price movements.                     



|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)                                                                                                                 
|                                                                                                                    
|(b)                                                                                                                 
|                                                                                                                    







|PART II - OTHER INFORMATION
|---------------------------
|Item 5.  Other Information 
|(a)                        
|(b)                        
|(c)                        
|                           
|                           
|                           
|                           
|                           
|                           
|Item 6.  Exhibits          



|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                                                                                      
|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).                                







|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 8, 2005
|                        |                                                                                                                                                                                                      | 
|                        |                                                                                                                                                                                                      | 
|                        |                                                                                                                                                                                                      | 
|                        | MARK R. SORENSEN                                                                                                                                                                                     | 
|                        |                                                                                                                                                                                                      | 
|                        | Mark R. SorensenVice President and Treasurer of ESI Northeast Energy GP, Inc.
 Treasurer of ESI Tractebel Acquisition Corp.(Principal Financial and Principal Accounting Officer of the Registrants) |