-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 JeKqu18aikhOQYy/fdLx6N6BntKMt8cm55UKLnxfR1mQWdlJR4LFHZv2YT+0AZL6
 Cg3edMsGkdAHTQzbXi6xsw==

<SEC-DOCUMENT>0000898080-05-000130.txt : 20050301
<SEC-HEADER>0000898080-05-000130.hdr.sgml : 20050301
<ACCEPTANCE-DATETIME>20050301133841
ACCESSION NUMBER:		0000898080-05-000130
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050301
DATE AS OF CHANGE:		20050301
EFFECTIVENESS DATE:		20050301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMERA INC
		CENTRAL INDEX KEY:			0001127248
		IRS NUMBER:				868143132
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-10227
		FILM NUMBER:		05649227

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 910 CORPORATE SECY GENERAL COUNS
		CITY:			HALIFORC

	MAIL ADDRESS:	
		STREET 1:		P O BOX 910 CORPORATE SECY GENERAL COUNS
		CITY:			HALIFORC
</SEC-HEADER>
<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>form35cert.txt
<DESCRIPTION>RULE 24 CERTIFICATION
<TEXT>

                                                               File No. 70-10227

                       SECURITIES AND EXCHANGE COMMISSION
                           CERTIFICATE OF NOTIFICATION
                                    (Rule 24)
                                       By
                               EMERA INCORPORATED

     In accordance with the Order of the Securities and Exchange Commission
dated June 30, 2004, Holding Co. Act Release No. 27865, concerning the
authorization of the financing program for Emera and its subsidiaries, as
amended by Commission order dated October 29, 2004, Holding Co. Act Release No.
27906 (collectively, the "Order"), Emera Inc. ("Emera") hereby submits its
report for the period July 1, 2004 to December 31, 2004 (the "Reporting
Period"). The following is a listing of the applicable reporting requirements
contained in the Order together with the responses thereto. Unless otherwise
defined herein, all capitalized terms in this Certificate of Notification shall
have the meaning set forth in the Order.

     In this report a currency conversion ratio of CDN $1.2036: US $1.00 has
been used unless otherwise noted. The exchange rate is provided solely for
convenience and should not be taken to mean that the Canadian dollar amounts
have been, could have been, or could be converted to US dollars at the rate
indicated or at any other rate.

REPORTING REQUIREMENT NO. 1: If sales of common stock by Emera are reported, the
purchase price per share and the market price per share at the date of the
agreement of sale, and the aggregate amount of common stock issued during the
Authorization Period.

RESPONSE: No common stock was issued during the Reporting Period nor has any
common stock been issued during the Authorization Period.

REPORTING REQUIREMENT NO. 2: The total number of shares of Emera common stock
issued or issuable in accordance with options granted during the reporting
period under employee benefit plans and dividend reinvestment plans including
any employee benefit plans or dividend reinvestment plans adopted after the date
of this order, and the total number of shares of Emera common stock issued or
issuable pursuant to options outstanding during the Authorization Period.

RESPONSE: Emera has several share-based employee benefit plans, the Stock Option
Plan, Employee Share Purchase Plan and the Dividend Reinvestment Plan. During
the Reporting Period, Emera issued 336,862.6015 shares under these plans, and
40,000 options were granted during the Reporting Period.

During the Authorization Period, Emera has issued 336,862.6015 shares pursuant
to the plans described herein, and 40,000 options were granted during this
period.

REPORTING REQUIREMENT NO. 3: If Emera common stock has been transferred to a
seller of securities of a company being acquired, the number of shares so
issued, the value per share and whether the shares are restricted in the hands
of the acquirer.

RESPONSE:      Not applicable.


<PAGE>


REPORTING REQUIREMENT NO. 4: If a guarantee is issued during the Reporting
Period, the name of the guarantor, the name of the beneficiary of the guarantee,
the amount, terms and purpose of the guarantee, and the total amount of
guarantees issued and outstanding during the Authorization Period.

RESPONSE: Attached as Exhibit A is a copy of Emera's Report on Corporate
Guarantees for its Board of Directors dated as of January 28, 2005 (the
"Report").

Emera's guarantee exposure concerning guarantees limited in amount and
denominated in U.S. currency equates to a maximum potential exposure of
$281,750,000 (U.S.) while Emera's exposure pursuant to limited guarantees
denominated in Canadian currency equates to $10,657,557 (CDN). Utilizing the
exchange rate articulated herein, this equates to an exposure of $8,854,733
(U.S.). Emera's exposure pursuant to guarantees unlimited in amount is based
primarily upon the limits articulated in Emera's credit policy and for those
guarantees pursuant to which the exposure will be denominated in U.S. currency,
Emera's exposure equates to a maximum potential exposure of $48.8 million
(U.S.). For those guarantees unlimited in amount pursuant to which Emera's
exposure shall be denominated in Canadian currency, Emera's maximum potential
exposure equates to $2,000,000 (CDN). Utilizing the exchange rate articulated
herein, this equates to an exposure of $1,661,681 (U.S.). In total, Emera's
maximum potential exposure pursuant to outstanding guarantees equates to
$341,066,414 (U.S.) as at the conclusion of the Reporting Period.

REPORTING REQUIREMENT NO. 5: The amount and terms of any financings consummated
by any Subsidiary Utility company that are not exempt under Rule 52, and the
total amount of short-term financing issued and currently outstanding during the
Authorization Period. In addition, Emera will report to the Commission the
lender, principal amount, term and interest rate applicable to any loans between
an associate company and BHE. The report will also explain how the interest rate
was determined, including the benchmarking method that was used to establish the
interest rate charged to BHE in connection with the loan.

RESPONSE: No loans between an associate company and BHE were made during the
Reporting Period. BHE had borrowing activities during the Reporting Period under
its revolving and unsecured lines of credit as described in the table below.

- ------------ ---------- --------------- --------------- ----------- ------------
Date         Bank       Transaction     Amount          Rate        Maturity
- ------------ ---------- --------------- --------------- ----------- ------------
10/29/04     Fleet      Borrow          3,000,000       2.88000     01/31/05
- ------------ ---------- --------------- --------------- ----------- ------------
11/30/04     Fleet      Borrow          5,000,000       3.15000     02/28/05
- ------------ ---------- --------------- --------------- ----------- ------------
12/31/04     Fleet      Borrow          4,000,000       3.12000     01/31/05
- ------------ ---------- --------------- --------------- ----------- ------------
12/31/04     Fleet      Borrow          3,000,000       3.31000     03/31/05
- ------------ ---------- --------------- --------------- ----------- ------------
12/31/04     Fleet      Borrow          3,000,000       3.52500     06/30/05
- ------------ ---------- --------------- --------------- ----------- ------------
12/31/04     Fleet      Borrow          3,000,000       3.85000     12/30/05
- ------------ ---------- --------------- --------------- ----------- ------------

As at December 31, 2004, BHE's issued and outstanding short-term financing
equates to $21,000,000 (U.S.).

REPORTING REQUIREMENT NO. 6: For any subsidiaries that are Variable Interest
Entities ("VIEs") as that term is used in FASB Interpretation 46R, Consolidation
of Variable Interest Entities, provide a description of any financing
transactions conducted during the Reporting Period that were used to fund such
VIEs.


                                        2

<PAGE>


RESPONSE: No subsidiaries within the Emera system of companies are Variable
Interest Entities.

REPORTING REQUIREMENT NO. 7: If any financing proceeds are used for VIEs,
provide a description of the accounting for such transaction under FASB
interpretation 46R.

RESPONSE:  Not Applicable.

REPORTING REQUIREMENT NO. 8: A list of U-6B-2 forms filed with the Commission
during the Reporting Period, including the name of the filing entity and the
date of filing.

RESPONSE: During the Reporting Period, Bangor Hydro-Electric Company filed one
U-6B-2 form with the Commission, which was filed on July 17, 2004.


                                        3

<PAGE>


REPORTING REQUIREMENT NO. 9: A table showing, as of the end of the Reporting
Period, the dollar and percentage components of the capital structure of Emera
on a consolidated basis, and each public-utility subsidiary.

RESPONSE:

As at December 31, 2004
<TABLE>
<CAPTION>

     Company         Type of capital        CDN $       US $ (millions)    Percentage of
                                         (millions)                            total
                                                                           capitalization
- ------------------- ------------------ ---------------- ----------------- -----------------
<S>                <C>                <C>             <C>               <C>
Emera               Common stock*      1,336.8          1,178.8           39.9%

(consolidated)      Non-controlling    260.8            216.7             7.4%
                    interest****

                    Long-term debt**   1,727.3          1,435.1           48.6%

                    Short-term debt***   145.4            120.8             4.1%
- ------------------- ------------------ ---------------- ----------------- -----------------
                    Total              3,470.3          2,951.4           100.0%
- ------------------- ------------------ ---------------- ----------------- -----------------

BHE                 Common stock*      238.6            200.0             54.1%

                    Non-controlling    0.7              0.6               0.2%
                    interest

                    Long-term debt**   177.8            147.7             40.0%

                    Short-term debt***  25.3             21.0              5.7%
- ------------------- ------------------ ---------------- ----------------- -----------------
                    Total              442.4            369.3             100.0%
- ------------------- ------------------ ---------------- ----------------- -----------------

MEPCO               Common stock*      14.7             12.4              100.0%

                    Non-controlling
                    interest

                    Long-term debt**

                    Short-term debt***
- ------------------- ------------------ ---------------- ----------------- -----------------
                    Total              14.7             12.4              100.0%
- ------------------- ------------------ ---------------- ----------------- -----------------

Chester SVC         Common stock*
Partnership
                    Non-controlling
                    interest

                    Long-term debt**   22.5             18.7              100.0%

                    Short-term debt***
- ------------------- ------------------ ---------------- ----------------- -----------------
                    Total              22.5             18.7              100.0%
- ------------------- ------------------ ---------------- ----------------- -----------------
</TABLE>


                                        4

<PAGE>


Emera has been translated as a self-sustaining foreign operation.

* Common stock includes all line items in shareholder's equity (common shares,
retained earnings, contributed surplus, and foreign exchange translation
adjustment).
** Long-term debt includes both the long-term and short-term portions.
*** Short-term debt includes bank indebtedness and short-term notes payable.
**** Non-controlling interest includes the preferred stock of Nova Scotia Power
Inc. and Bangor Hydro-Electric Company.

REPORTING REQUIREMENT NO. 10: A retained earnings analysis of Emera on a
consolidated basis and for each public-utility subsidiary detailing gross
earnings, goodwill amortization, dividends paid out of capital surplus, and the
resulting capital account balances at the end of the Reporting Period.

RESPONSE:

For the period July 1 to December 31, 2004
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
                     Emera                    BHE                     MEPCO                    Chester SVC     Partnership
                     CDN $        US $        CDN $       US $        CDN $        US $        CDN $           US $
                     (millions)   (millions)  (millions)  (millions)  (millions)   (millions)  (millions)      (millions)
- -------------------- ------------ ----------- ----------- ----------- ------------ ----------- --------------- -------------
<S>                 <C>          <C>         <C>         <C>         <C>          <C>          <C>            <C>
Retained Earnings
- - Beginning of
Period               393.9        256.9       13.1        9.3         4.7          3.0         -               -

Net Income           60.2         47.6        10.2        8.0         0.6          0.5         -               -
- -------------------- ------------ ----------- ----------- ----------- ------------ ----------- --------------- -------------
Gross Retained       454.1        304.5       23.3        17.3        5.3          3.5         -               -
Earnings

Dividends Paid on    6.7          5.3         0.1         -           -            -           -               -
Preferred Stock

Dividends Paid on    47.8         37.8        5.4         4.4         -            -           -               -
Common Stock
- -------------------- ------------ ----------- ----------- ----------- ------------ ----------- --------------- -------------
Retained Earnings
- - End of Period      399.6        261.4       17.8        12.9        5.3          3.5         -               -
- -------------------- ------------ ----------- ----------- ----------- ------------ ----------- --------------- -------------

Common Stock         1,019.2      652.8       57.7        36.8        1.4          0.9         -               -

Other Paid-In        -            -           246.0       155.4       12.5         8.0         -               -
Capital

Unappropriated                                                                                 -               -
Retained Earnings    399.6        261.4       17.8        12.9        5.3          3.5


                                        5

<PAGE>


Other
Comprehensive
Income               -            -           (7.4)       (5.1)       -            -           -               -

Translation
Adjustment           (82.0)       264.6       (75.5)      -           (4.5)        -           -               -
- -------------------- ------------ ----------- ----------- ----------- ------------ ----------- --------------- -------------
Total Common Equity  1,336.8      1,178.8     238.6       200.0       14.7         12.4        -               -
- -------------------- ------------ ----------- ----------- ----------- ------------ ----------- --------------- -------------
</TABLE>


Emera has been translated as a self-sustaining foreign operation. Opening equity
is as of July 1, 2004. Net income and dividends are translated at the average
exchange rates for the period.

REPORTING REQUIREMENT NO. 11: A listing of any securities issued by the
Intermediate Holding Companies during the Reporting Period, including principal
amount, interest rate, term, number of shares and aggregate proceeds, as
applicable, with the acquiring company identified.

RESPONSE: No securities were issued by either Emera US Holdings, Inc. or BHE
Holdings, Inc. during the Reporting Period.

REPORTING REQUIREMENT NO. 12: Emera's aggregate investment, as defined in Rule
53, in EWGs and FUCOs as of the end of the Reporting Period stated in dollars
and as a percentage of Emera's consolidated retained earnings, and a description
of EWG and FUCO investments made during the Reporting Period.

RESPONSE:

a.   The aggregate value of Emera's direct and indirect investment in Nova
     Scotia Power Inc. ("NSPI"), its FUCO subsidiary, as defined in Rule 53 was
     CDN $830.6 million, US $690.1 million, as of the end of the Reporting
     Period.*
b.   Emera had no EWG investments as of December 31, 2004.
c.   Emera's aggregate investment in EWGs and FUCOs as of the end of the
     Reporting Period represents 264.0% of its consolidated retained earnings of
     CDN $399.6 million, US $261.4 million, as of December 31, 2004.
d.   Emera's aggregate investment in NSPI was US $624.9 million as at June 30,
     2004. The difference between that amount and the aggregate investment of US
     $690.1 million reported as of the end of the Reporting Period is
     attributable to fluctuations in the exchange rate.

*As of January 9, 2004, Emera transferred 14.99% of the common shares Emera held
in NSPI to a direct and wholly owned subsidiary, 3081922 Nova Scotia Limited, in
connection with certain tax planning activities. Emera's aggregate FUCO
investment reflects this indirect interest in NSPI as well as Emera's direct
interest.

N.B. Emera has been translated as a self-sustaining foreign operation.

REPORTING REQUIREMENT NO. 13: The information required by Form U-9C-3 with
respect to Canadian Energy Related Subsidiaries acquired under Part 1(E) of the
financing authorization.

RESPONSE: Emera did not acquire any interests in Canadian Energy Related
Subsidiaries pursuant to Part 1 (E) of the financing authorization.


                                        6

<PAGE>


REPORTING REQUIREMENT NO. 14: For any of BHE's borrowings from NSPI, a listing
of at least a minimum of three other sources of funds and their rates and terms;
in addition, a cost benefit rational as to why NSPI's funds were a better source
of funds than the other sources.

RESPONSE:  There were no BHE borrowings from NSPI during the Reporting Period.



                                        7

<PAGE>



                                    SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned company has duly caused this certificate of notification in SEC
File No. 70-10227 to be signed on its behalf by the undersigned thereunto duly
authorized.

                                             Emera Incorporated

Date:  February 28, 2005                     By: /s/ Richard J. Smith
       ------------------                        --------------------
                                             Richard J. Smith
                                             Corporate Secretary




                                        8

<PAGE>


                                  EXHIBIT INDEX

       Exhibit                               Description

          A           Emera Inc. Guarantee Report dated as of January 28, 2005
                      (Confidential Treatment Requested).






                                        9
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
