35-CERT

                                                    File No. 70-7006

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                     Certificate of Notification

            Pursuant to Rule 24 under the Public Utility
                     Holding Company Act of 1935

              New England Electric System (The Company)

     In accordance with the terms and conditions of and for the purposes
represented in the statement on Form U-1 and amendments thereto, and the
Orders of the Securities and Exchange Commission dated December 10, 1984 (HCAR
No. 35-23523), November 22, 1988 (HCAR No. 35-24752) and December 16, 1992
(HCAR No. 35-25708), authorization has been given to issue Company shares
under the New England Electric System Goals Program (the Program).

     As a result of a merger of the Program into the New England Electric
System Companies Thrift Plan and Thrift Plan II, shares will no longer be
issued under the Program.  No Company shares have been issued pursuant to the
Plan since the filing of the last Certificate of Notification for the Plan
dated June 30, 1991.  A past tense legal opinion is filed as Exhibit A hereto.

     This attests to the issuance of shares under the Program having been
done in accordance with the terms and conditions of and for the purpose
represented in the applicable application/declaration, as amended, and orders
of the Commission.

                              SIGNATURE

     Pursuant to the Requirements of the Public Utility Holding Company Act
of 1935, the undersigned Company has duly caused this Certificate of
Notification (Commission's File No. 70-7006) to be signed on its behalf, as
indicated, by the undersigned officer thereunto duly authorized.

                                    NEW ENGLAND ELECTRIC SYSTEM

                                    s/Michael E. Jesanis

                                                                    
                                    Michael E. Jesanis, Treasurer

Dated: May 16, 1994



The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth of Massachusetts.  Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.

EX-99

                            EXHIBIT INDEX



Exhibit No.    Description                           Page
- -----------    -----------                           ----

    A          Opinion of Counsel                    Filed herewith

EX-5

                                                           Exhibit A

        25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS  01582
        ----------------------------------------------------





                                    May 16, 1994



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  New England Electric System
          Goals Program
          File No. 70-7006

Dear Commissioners:

     The statement on Form U-1, as amended, relating to the issue and sale of
New England Electric System common shares under the New England Electric
System Goals Program (the Program) was permitted to become effective by the
Commission's orders dated December 10, 1984, November 22, 1988 and December
16, 1992.  I have reviewed the following actions taken subsequent to the
opinion of Robert D. Hartshorne and myself dated November 21, 1984, which was
filed as Exhibit F to the statement on Form U-1, as amended, to carry out
transactions described in the statement:

Issue of Shares
- ---------------

     1.   New England Electric System (the Company or NEES) is an
          unincorporated voluntary association duly created in The
          Commonwealth of Massachusetts under an Agreement and Declaration
          of Trust dated January 2, 1926, as amended.  The presently
          authorized share capital of the Company consists of 150,000,000
          common shares of the par value of $1 each of which 64,969,652
          shares are issued and outstanding.

     2.   As stated above, appropriate action by the Commission under the
          Public Utility Holding Company Act of 1935 was taken by orders
          dated December 10, 1984 (HCAR No. 35-23523), November 22, 1988
          (HCAR No. 35-24752) and December 16, 1992 (HCAR No. 35-25708).

     3.   A registration statement, as amended, relating to the issuance of
          authorized/unissued shares under the Securities Act of 1933 was
          filed with the Commission on November 19, 1984.

     4.   Of the 963,319 total NEES common shares authorized to be issued
          under the Program, 447,802 shares remain unissued.


                                 -2-


     With respect to the issuance of authorized/unissued shares under the
Program, I have reviewed the above-mentioned opinion, and I hereby confirm the
various opinions and statements contained therein.  It is my further opinion
that the foregoing transactions have been carried out in accordance with the
statement.

                                    Very truly yours,

                                    s/Robert King Wulff

                                    Robert King Wulff
                                    Corporation Counsel