<PAGE>

                        SECURITIES  AND  EXCHANGE  COMMISSION

                               Washington, D.C.  20549




                                      FORM 10-Q


                   QUARTERLY  REPORT  UNDER  Section 13  OR  15(d)
                     OF  THE  SECURITIES  EXCHANGE  ACT  OF  1934




For the Quarter Ended September 30, 1996          Commission File Number 0-17736




                                     ESELCO, INC.
                                 -------------------
                                 (Name of Registrant)



        MICHIGAN                                                38-2785176      
---------------------                                     ----------------------
(State of Incorporation)                                   (I. R. S. Employer   
                                                          Identification Number)


                               725 East Portage Avenue
                          Sault Ste. Marie, Michigan  49783
                          ---------------------------------
                             (Principal executive office)


                                    (906) 632-2221  
                                  ------------------
                                  (Telephone Number)





Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such report) and (2) has been subject to such filing
requirements for the past 90 days.   Yes   X     No      
                                         -----      ---- 

             1,534,894 shares of Common Stock, par value $.007 per share,
                         outstanding as of September 30, 1996

<PAGE>

                                  E S E L C O, INC.

                     CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                                     September 30,  December 31,
                                                       1 9 9 6        1 9 9 5  
ASSETS:                                             ------------   ------------
  ELECTRIC PLANT, at original cost                   $71,113,554    $68,027,994
     Less - Accumulated depreciation                  29,284,334     27,465,011
                                                    ------------   ------------
                                                     $41,829,220    $40,562,983
     Asset acquired under capital lease                2,868,980      2,917,609
                                                    ------------   ------------
                                                     $44,698,200    $43,480,592
  CURRENT ASSETS:                                   ------------   ------------
     Cash                                               $114,044       $302,845
     Accounts receivable, less reserve of $18,570
       and $32,000 respectively                        3,481,047      3,396,213
     Unbilled revenue                                  1,451,140      1,789,655
     Materials and supplies, at average cost           1,249,354      1,191,419
     Prepayments                                       1,189,578      1,765,406
                                                    ------------   ------------
                                                      $7,485,163     $8,445,538
  OTHER ASSETS:                                     ------------   ------------
     Debt expense, being amortized                       $31,718        $38,018
     Regulatory asset                                  3,450,000      2,850,000
     Other                                               739,410        508,106
                                                    ------------   ------------
                                                      $4,221,128     $3,396,124
                                                    ------------   ------------
                                                     $56,404,491    $55,322,254
                                                    ------------   ------------
                                                    ------------   ------------

STOCKHOLDERS' INVESTMENT AND LIABILITIES:
  CAPITALIZATION (See Statement):
     Common equity                                   $19,604,377    $18,363,998
     Preferred stock                                           0              0
     Long-term debt (less current portion)            13,797,999     13,935,889
                                                    ------------   ------------
                                                     $33,402,376    $32,299,887
  OTHER NONCURRENT LIABILITIES:                     ------------   ------------
     Obligation under capital lease                   $2,795,821     $2,851,622
     Other                                             3,450,000      2,850,000
                                                    ------------   ------------
                                                      $6,245,821     $5,701,622
  CURRENT LIABILITIES:                              ------------   ------------
     Notes payable                                    $2,965,500     $3,652,000
     Current portion of long-term debt                 2,636,613      1,435,206
     Current portion of lease obligation                  73,159         65,987
     Accounts payable                                  1,814,753      2,121,036
     Dividends declared                                  414,421        373,873
     Accrued taxes                                       245,463      2,115,320
     Current deferred income taxes                        66,108         81,108
     Accrued interest                                    416,081        257,973
     Other                                               265,471        243,993
                                                    ------------   ------------
                                                      $8,897,569    $10,346,496
  DEFERRED CREDITS:                                 ------------   ------------
     Deferred income taxes                            $4,154,997     $3,199,515
     Net regulatory liability                          1,144,361      1,292,861
     Unamortized investment tax credit                   890,598        940,998
     Other                                             1,668,769      1,540,875
                                                    ------------   ------------
                                                      $7,858,725     $6,974,249
                                                    ------------   ------------
                                                     $56,404,491    $55,322,254
                                                    ------------   ------------
                                                    ------------   ------------

<PAGE>

                                  E S E L C O, INC.

                       CONSOLIDATED STATEMENT OF CAPITALIZATION

<TABLE>
<CAPTION>
                                                                                          September 30,             December 31,
                                                                                             1 9 9 6                  1 9 9 5
                                                                                       -------------------    -------------------

                                                                                        AMOUNT       %         AMOUNT        %  
                                                                                      ----------    ----     ----------     ----
<S>                                                    <C>            <C>             <C>           <C>      <C>            <C>   
COMMON EQUITY:
    Common stock, par value $.007 per share

                                                          1996           1995  
                                                       ---------      ---------
         Authorized Shares                             3,000,000      3,000,000
                                                       ---------      ---------
                                                       ---------      ---------
         Outstanding Shares                            1,534,894      1,437,975          $10,744                $10,066
                                                       ---------      ---------
                                                       ---------      ---------
    Capital surplus                                                                   17,194,475             14,545,412

    Retained earnings                                                                  3,817,920              4,250,891

    Unearned compensation - ESOP and
         Restricted Stock Bonus Plan                                                  (1,418,762)              (442,371)
                                                                                     -----------            -----------
                                                                                     $19,604,377     59%    $18,363,998      57%
                                                                                     -----------            -----------


PREFERRED STOCK, value $.01 per share, 
  authorized 160,000 shares                                                                   $0      0%             $0       0%
                                                                                     -----------            -----------


LONG-TERM DEBT of Subsidiaries (less current portion)
    First Mortgage Bonds:
         Series D,  7.00%, due 1998                                                     $855,000               $867,000
         Series F, 10.31%, due 2001                                                    1,200,000              1,500,000
         Series G, 10.25%, due 2009                                                    4,440,000              4,810,000
         Series H,  7.90%, due 2002                                                    1,500,000              1,800,000

    Energy Thrift Notes, 5.8%-10%, due 1998-2006                                       5,177,000              4,414,000

    Equipment Loan, Floating Rate, due 1998                                              161,571                200,724

    Floating Rate ESOP Loans of the Corporation
         due 2000-2001                                                                   464,428                344,165
                                                                                     -----------            -----------
                                                                                     $13,797,999     41%    $13,935,889      43%
                                                                                     -----------    ---     -----------     --- 

            Total Capitalization                                                     $33,402,376    100%    $32,299,887     100%
                                                                                     -----------    ---     -----------     --- 
                                                                                     -----------    ---     -----------     --- 
</TABLE>

<PAGE>

                                E S E L C O, INC.
                         CONSOLIDATED STATEMENT OF INCOME


<TABLE>
<CAPTION>
                                            The Three Months               The Nine Months             The Twelve Months
                                           Ended September 30,           Ended September 30,          Ended September 30,
                                       -------------------------    --------------------------    --------------------------
                                          1996           1995          1996            1995          1996            1995   
                                       ----------     ----------    -----------    -----------    -----------    -----------
<S>                                    <C>            <C>           <C>            <C>            <C>            <C>        
OPERATING REVENUES                     $9,045,070     $9,399,018    $27,770,257    $27,465,372    $37,149,373    $35,947,020
                                       ----------     ----------    -----------    -----------    -----------    -----------

OPERATING EXPENSES:
  Operation - Purchased power          $4,326,233     $5,062,014    $13,994,190    $14,680,026    $18,845,612    $18,966,517
             - Other                    1,594,720      1,426,967      4,904,080      4,564,810      6,503,301      6,115,322
  Maintenance                             544,151        522,310      1,693,327      1,575,144      2,101,531      2,057,510
  Depreciation and amortization           645,193        627,950      1,961,019      1,890,054      2,569,738      2,444,522
  Property and other taxes                405,770        383,531      1,172,006      1,150,825      1,581,677      1,482,338
  Income taxes                            344,400        301,200        869,800        730,800      1,255,784      1,022,527
                                       ----------     ----------    -----------    -----------    -----------    -----------
     Total operating expense           $7,860,467     $8,323,972    $24,594,422    $24,591,659    $32,857,643    $32,088,736
                                       ----------     ----------    -----------    -----------    -----------    -----------

     Net operating income              $1,184,603     $1,075,046     $3,175,835     $2,873,713     $4,291,730     $3,858,284
                                       ----------     ----------    -----------    -----------    -----------    -----------

OTHER INCOME (DEDUCTIONS), NET            ($8,452)      ($25,692)      ($55,174)      ($82,619)      ($41,328)      ($50,541)
                                       ----------     ----------    -----------    -----------    -----------    -----------

ALLOWANCE FOR FUNDS USED                                                                                    
  DURING CONSTRUCTION                          $0             $0             $0             $0            $0              $0
                                       ----------     ----------    -----------    -----------    -----------    -----------

INTEREST CHARGES:                                                                                           
  Interest on long-term debt             $347,092       $311,735     $1,012,290       $908,295    $1,347,949      $1,227,605
  Other interest                           49,597         83,928        112,911        251,409       173,417         323,250
                                       ----------     ----------    -----------    -----------    -----------    -----------
     Total interest charges              $396,689       $395,663     $1,125,201     $1,159,704    $1,521,366      $1,550,855 
                                       ----------     ----------    -----------    -----------    -----------    -----------

NET INCOME AVAILABLE FOR COMMON
  STOCK                                  $779,462       $653,691     $1,995,460     $1,631,390    $2,729,036      $2,256,888
                                       ----------     ----------    -----------    -----------    -----------    -----------
                                       ----------     ----------    -----------    -----------    -----------    -----------

EARNINGS PER AVERAGE SHARE OF
  COMMON STOCK                              $0.51          $0.44          $1.33          $1.11         $1.82           $1.54
                                            -----          -----          -----          -----         ------          -----
                                            -----          -----          -----          -----         ------          -----

CASH DIVIDENDS DECLARED PER
  SHARE OF COMMON STOCK                     $0.27          $0.25          $0.80          $0.75         $1.05           $0.99
                                            -----          -----          -----          -----         ------          -----
                                            -----          -----          -----          -----         ------          -----

AVERAGE COMMON SHARES OUTSTANDING       1,523,800      1,472,200      1,502,571      1,466,152     1,496,637       1,463,535
                                       ----------     ----------    -----------    -----------    -----------    -----------
                                       ----------     ----------    -----------    -----------    -----------    -----------

</TABLE>


<PAGE>

                                  E S E L C O, INC.

                         CONSOLIDATED STATEMENT OF CASH FLOW
                FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

<TABLE>
<CAPTION>

                                                             1996          1995   
                                                         ------------  ------------
<S>                                                      <C>           <C>
NET CASH FLOWS FROM (USED BY):
OPERATING ACTIVITIES:
  Net income                                             $1,995,460    $1,631,390
  Noncash expenses, revenue, losses and gains
   included in income
    Depreciation and amortization                         2,031,084     1,972,042
    Deferred taxes and charge equivalent to
      investment tax credit, net of amortization            741,582       (71,100)
    Net decrease (increase) in receivables and
      unbilled revenue                                      253,681      (325,274)
    Net decrease (increase) in materials and 
      supplies and prepayments                              517,893       600,330
    Net increase (decrease) in accounts payable, 
      accrued taxes, and other current liabilities       (2,154,662)   (1,190,867)
    Increase (decrease)in interest accrued 
      but not paid                                          158,108        77,112
    Other                                                   (12,476)     (240,830)
                                                         ------------  ------------
        Net cash from operating activities               $3,530,670    $2,452,803
                                                         ------------  ------------

INVESTING ACTIVITIES:
  Acquisition of property, plant and equipment          ($3,314,233)  ($2,529,050)
  Proceeds from disposals of property, plant
    and equipment                                            23,212        64,332
                                                         ------------  ------------
        Net cash used by investing activities           ($3,291,021)  ($2,464,718)
                                                         ------------  ------------

FINANCING ACTIVITIES:
  Proceeds of short-term debt                            $9,131,500   $13,655,500
  Payments to settle short-term debt                     (9,818,000)  (13,379,000)
  Issuance of long-term debt (net)                        2,123,000     1,486,000
  Payments on long-term debt                             (1,216,153)   (1,189,717)
  Proceeds from sale of common stock                        569,084       382,673
  Dividends paid                                         (1,217,881)   (1,101,555)
                                                         ------------  ------------
        Net cash used by financing activities             ($428,450)    ($146,099)
                                                         ------------  ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS      ($188,801)    ($158,014)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR      302,845       268,288
                                                         ------------  ------------
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD         $114,044      $110,274
                                                         ------------  ------------
                                                         ------------  ------------

  INTEREST PAID                                          $1,030,118    $1,090,893
                                                         ------------  ------------
                                                         ------------  ------------
  INCOME TAXES PAID                                        $645,000      $745,000
                                                         ------------  ------------
                                                         ------------  ------------
</TABLE>

<PAGE>


                                    ESELCO,  INC.

                           NOTES  TO  FINANCIAL  STATEMENTS





(1)      These consolidated financial statements include the accounts of
    ESELCO, Inc. and its wholly owned subsidiaries, Edison Sault Electric
    Company (Company) and Northern Tree Service, Inc.  All significant
    intercompany balances and transactions have been eliminated in
    consolidation.  The consolidated financial statements as of September 30,
    1996 and 1995 included herein, which are unaudited, reflecting the opinion
    of management, all adjustments (which include only normal recurring
    adjustments) necessary to present fairly the results of operations for the
    periods presented.  Sales of electricity, of the ESELCO's major subsidiary,
    are affected to some degree by variations in weather conditions, and
    results of operations for interim periods are not necessarily indicative of
    results to be expected for the entire year.

         Certain information and footnote disclosures normally included in
    financial statements prepared in accordance with generally accepted
    accounting principles have been condensed or omitted pursuant to rules and
    regulations of the Securities and Exchange Commission, although ESELCO
    believes that the disclosures which are made are adequate to make the
    information presented not misleading.  It is suggested that these condensed
    consolidated financial statements be read in conjunction with the financial
    statements and the notes thereto included in ESELCO, Inc. 1995 Annual
    Report on Form 10K, which incorporates by reference the financial
    statements in the 1995 Annual Report to Shareholders.

(2)      On August 22, 1995, the Company filed an application with the MPSC for
    authority to implement price cap regulation.  In the application the
    Company proposed that its base rates be capped at present levels, that its
    existing power supply cost recovery (PSCR) factor be rolled into base
    rates, and that its existing PSCR Clause be suspended.  The Company
    published the required notice of opportunity to comment or request a
    hearing.  No comments were received and on September 21, 1995, the MPSC
    approved the Company's application subject to the modification that the
    Company give 30 days notice rather than 2 weeks notice for rate decreases
    and that the Company file an application by October 1, 2000, to address its
    experience under the price cap mechanism.  With the latter modification the
    price cap authorization represents an experimental regulatory mechanism. 
    The order also allows the Company to file an application seeking an
    increase in rates only under extraordinary circumstances.  

         On October 23, 1995, the Attorney General for the State of Michigan
    filed an intervention and petition for rehearing in the Company's price cap
    order.  The Attorney General's intervention was based on the grounds that
    the MPSC did not have authority to approve price cap regulation.  On
    December 21, 1995, the MPSC rejected the Attorney General's petition for
    rehearing.  On January 19, 1996, the Attorney General filed an appeal with
    the Michigan Court of Appeals.

         Legal counsel for the Company believes that the Attorney General's
    appeal is without merit and that the Company will prevail.  A decision in
    this case is not expected until early to mid 1997.  The Company implemented
    the price cap order on January 1, 

<PAGE>

    1996.

(3)      The Company has received notification from the U.S. Environmental
    Protection Agency (U.S. EPA) that it is being named a "Potentially
    Responsible Party" at the Manistique River/ Harbor Area in Manistique,
    Michigan.  There are a number of other potentially responsible parties,
    some of whom have been notified by the U.S. EPA.

         The U.S. EPA, in conjunction with the Michigan Department of Natural
    Resources, has identified the Manistique River and Harbor as an "Area of
    Concern"  (AOC), due to PCBs which have been found in that area.  An
    Environmental Engineering/Cost Analysis (EECA) was submitted to the U.S.
    EPA which provided an analysis of various methods of remediation for the
    harbor.  The EECA presented six alternatives of remediation action and
    ultimately recommended a remediation method of in-place capping.  At that
    time, Management believed this to be the most prudent course of action.  

         Since then, the Company has entered into a formal settlement with the
    U.S. EPA concerning the PCBs found in the Manistique Harbor.  The Company
    will pay $3.2 million dollars either in late 1996 or early 1997 and will
    receive a release from future liability at the site.  The Company has also
    expended approximately $250,000 in other costs on this project which have
    not been reimbursed by our insurance carrier.

         The Company believes that the above payments would be a legitimate
    cost of doing business and would be recoverable through utility rates. 
    Further, in November 1993 the MPSC issued an order authorizing the Company
    to defer and amortize, over a period not to exceed ten-years, environmental
    assessment and remediation costs associated with the Manistique River AOC. 
    Therefore, the Company has also recorded a regulatory asset in the amount
    of $3.45 million.    

         The Company will be amortizing this amount charged to the regulatory
    asset over an amortization period of three to ten years.  This amortization
    will be reflected in future reported earnings.  

         The Company is in the process of attempting to recover all these costs
    from various liability insurance carriers who have been identified as
    possibly providing coverage for the situation in question.  Amounts
    recovered through this process will reduce the amount amortized in future
    years.  The likelihood of recovery of these costs from the insurance
    companies is unknown at this time.

         The price cap order discussed previously allows the Company to seek
    rate increases for costs incurred under extraordinary circumstances.  The
    Company believes that costs related to this U.S. EPA matter could be
    considered extraordinary.   As a result, management believes that future
    U.S. EPA actions will not have a material adverse effect on its financial
    position or results of operation.

<PAGE>

                                    ESELCO,  INC.

                       MANAGEMENT'S  DISCUSSION  AND  ANALYSIS



RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

    Total operating revenues for the third quarter of 1996 were 4% below a year
ago while total kilowatt hour sales increased 2%.  

    During the third quarter of 1996, sales to residential and commercial
customers were the same as last year.  Industrial sales increased 1%.  However,
industrial revenue was 6% less than last year due to a rate reduction to one of
our customers in exchange for a six year contract.

    Purchased power costs for the third quarter of 1996 decreased 15% over the
1995 period.  This decrease reflects lower average costs along with purchases
from a new supplier.  

    Total other operating and maintenance expenses increased 10% during the
third  quarter of 1996 due to an increase in payroll and associated employee
benefits costs charged to operating and maintenance expense, an increase in
water costs and higher major maintenance expenses.  

    Depreciation and amortization and property and other taxes are both higher
than last year because of the Company's construction programs.  

    Income taxes are 14% higher due to higher taxable income.

    Based on the above changes net income available for common stock increased
19% for the third quarter of 1996.  


NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

    Operating revenues during 1996 were 1% above a year ago while total
kilowatthour sales increased 4%.  

    Sales to residential and commercial customers increased 4% and 3%
respectively due to an increase in both use per customer and the number of
customers.  Industrial sales increased 1%.  However, industrial revenue was 2%
less than last year due to a rate reduction to one of our customers in exchange
for a six year contract.  Resale sales to Cloverland Electric increased 10%.

    Purchased power expense decreased 5% due to lower average costs from power
suppliers.  In addition, the Company is purchasing some of its requirements from
a new supplier this year.  

<PAGE>

    Other operating and maintenance expenses increased 8% during this period
primarily because of an increase in payroll and associated employee benefits
costs, an increase in water costs and higher major maintenance expense.

    Depreciation and amortization charges increased 4% during the period due to
the Company's construction programs which resulted in higher depreciable assets.
Interest expense decreased 3% due to decreased short-term borrowings and lower
rates.  

    Income taxes increased 19% during the period because of higher taxable
income.  

    Based on the above changes, net income available for common stock has
increased 22% for the period.  This increase is equal to 22 CENTS per average
share of common stock outstanding.  


TWELVE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

    Operating revenues during the current twelve month period have increased 3%
while total sales have increased 6%.  

    Sales to residential and commercial customers increased 6% and 4%
respectively.  Sales to industrial customers increased 3%.  Sales to Cloverland
Electric increased 11%.

    Purchased power expense decreased 1% during the period due to lower average
costs.  
    Other operating and maintenance expenses increased 5% during the current
twelve month period.  

    Depreciation increased 5% due to the Company's construction assets and
higher rates while property and other taxes increased 7% due to the increase in
assets.  

    Income taxes increased 23% due to higher taxable income.  

    Based on the above changes, net income available for common stock has
increased 21% or 28CENTS per average share of common stock outstanding.  


LIQUIDITY AND CAPITAL COMMITMENTS

INVESTING ACTIVITIES   ESELCO invested $3,314,000 in property, plant, and
equipment in the nine-month period ending September 30, 1996.  For the same
period in 1995, ESELCO invested approximately $2,529,000 in property, plant, and
equipment.  

    Investment expenditures during the 1996 period include initial costs
associated with the planned construction of a new 138 KV interconnection with
Wisconsin Electric Power Company.  It now appears that the interconnect project
will be delayed due to siting considerations.  Therefore, expenditures during
1996 will be substantially less than what was anticipated.  This project now has
a planned completion date in mid 1998.  The Company's projected share of the
cost of this project increased from $7.3 million to $9.4 million with the
planned addition of a second circuit.  Most of these expenditures are expected
to be made in 1997 and 1998.  

CASH PROVIDED BY OPERATING AND FINANCE ACTIVITIES   Cash provided by operating
activities for 

<PAGE>

the nine-month period ending September 30, 1996, and September 30, 1995,
totalled $3,531,000 and $2,453,000, respectively.  After payment of dividends,
internal sources of funds exceeded the capital requirements of ESELCO for the
quarter ending September 30, 1996.  Dividend payments for the nine months ending
September 30, 1996, totalled $1,218,000 which represented a 61% payout ratio. 
For the same period in 1995, dividends totalled $1,102,000 which represented a
68% dividend payout ratio. 

    During 1995, Edison Sault had clauses in all of its retail sales tariffs
which recovered changes in the cost of purchased power and water for generation.
Michigan Public Act 304 allowed the Company to regularly file a Power Supply
Cost Recovery (PSCR) Plan which provided a mechanism for the recovery of
projected purchased power and fuel costs.  In addition to reconciling actual
costs to projected costs, the law allowed for the refunding of overcollections
or charging for undercollections, both with interest.  While the clause applied
specifically to residential and commercial customers, industrial customers were
covered under a like arrangement through a separate recovery clause mechanism. 
During 1996, the Company began regulation under a price cap order as discussed
in Note 2.  

    Edison Sault has authority to issue up to $10 million in short-term
obligations. Included in this authority is a line of credit in the amount of $4
million at the prime rate.  In addition, Edison Sault has authority to issue
short-term thrift notes to Michigan residents.  The Company's short-term
financing requirements relate primarily to financing customer accounts
receivable, unbilled revenue resulting from cycle billing, and capital
expenditures until permanently financed. 

    At September 30, 1996, the Company had approximately $7.0 million of unused
bank line of credit and additional energy thrift notes.  These two sources of
short-term financing have been sufficient to meet the Company's short-term
capital requirements.

    ESELCO's shareholders reinvested approximately $569,000 through the
dividend reinvestment plan (DRP) in the nine months of 1996.  For the nine-month
period ending September 30, 1995, the DRP provided $383,000 of capital. 

    At September 30, 1996, the long-term portion of first mortgage bonds
totalled $7,995,000 which is a decrease of $982,000 from the December 31, 1995,
amount.  First mortgage bonds are secured by the utility plant of Edison Sault.

    Edison Sault also has authority to issue up to $10 million in long-term
energy thrift notes to Michigan residents.  At September 30, 1996, the long-term
portion of energy thrift notes outstanding was $5,177,000 which is an increase
of $763,000 over the December 31, 1995, amount.

    Edison Sault has a $4.0 million bank term loan available for the purpose of
financing costs associated with the Manistique Harbor environmental problem.  At
September 30, 1996, this source of financing had not yet been utilized.

<PAGE>

PART II  -  OTHER INFORMATION 

    Item  6.  Exhibits and Reports on Form 8-K

         (a)  List of Exhibits.

<TABLE>
<CAPTION>
  Exhibit                                   Filed                
    No.             Description  of  Exhibit                                 Herewith     By Reference
  ------  ----------------------------------------------------------------   --------     ------------
<S>       <C>                                                                <C>          <C>
  (2)    Plan of acquisitions, reorganization, arrangement
         liquidations or succession                                            N/A            N/A

  (4)    Instruments defining the rights of security holders, including
         indentures: 

         (a)  Mortgage and Deed of Trust as of March 1, 1952 - (a)                             *

         (b)  Supplemental Indenture dated as of February 1, 1957 - (a)                        *

         (c)  Second Supplemental Indenture dated as of January 1, 
              1964 - (a)                                                                       *

         (d)  Third Supplemental Indenture dated as of February 1, 
              1968 - (a)                                                                       *

         (e)  Fourth Supplemental Indenture dated as of September 15, 
              1975 - (a)                                                                       *

         (f)  Fifth Supplemental Indenture dated as of October 1, 
              1986 - (b)                                                                       *

         (g)  Sixth Supplemental Indenture dated as of April 1, 1989 
               - (d)                                                                           *

         (h)  Seventh Supplemental Indenture dated as of February 
              15, 1992 - (e)                                                                   *

         (i)  Debenture Indenture dated as of August 1, 1973 - (a)                             *

         (j)  Articles of Incorporation of registrant as filed on January 6,
              1989 - (d)                                                                       *

         (k)  Form of Long-Term Energy Thrift Note - (c)                                       *

 (11)    Statement re computation of per share earnings                        N/A            N/A  

 (15)    Letters re unaudited interim financial information                    N/A            N/A

 (18)    Letter re change in accounting principles                             N/A            N/A

 (19)    Previously unfiled documents                                          None           None

 (20)    Report furnished to security holders                                  N/A            N/A

 (23)    Published report regarding matters submitted to vote of 
          security holders                                                     N/A            N/A

 (24)    Consents of experts and counsel                                       N/A            N/A

 (25)    Power of attorney                                                     N/A            N/A

 (28)    Additional exhibits                                                   N/A            N/A

</TABLE>

<PAGE>

Key to Exhibits Incorporated by Reference:  

    (a)  Filed with the Company's Registration Statement, Form S-16, No.
         2-67191, filed April 2, 1980.  
    (b)  Filed with the Company's Form 10-K for 1986, dated March 30, 1987,
         File No. 0-1158. 
    (c)  Filed with the Company's Registration Statement, Amendment No. 2 to
         Form S-3, No. 2-67191, filed February 16, 1988.  
    (d)  Filed with the Company's Form 10-Q for June 30, 1989, dated August 11,
         1989, File No. 0-17736.  
    (e)  Filed with the Company's Form 10-Q for March 31, 1992, dated May 13,
         1992, File No. 0-17736.  


    Item  6.  (b)  Reports on Form 8-K 

                   No reports on Form 8-K were filed during the three months
                   ended September 30, 1996. 

                                      SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.  

                                            ESELCO,  INC.
                                            (Registrant)

                                                 /s/ William R. Gregory
Date November 7, 1996                       ----------------------------------
                                                 WILLIAM R. GREGORY
                                                 Its President 


                                                 /s/ David R. Hubbard
Date November 7, 1996                       ----------------------------------
                                                 DAVID R. HUBBARD
                                                 Its Vice President - Finance