U-1/A

                                           File No. 70-8475




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


AMENDMENT NO. 2

TO

FORM U-1

APPLICATION/DECLARATION

UNDER

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935





NEW ENGLAND ELECTRIC SYSTEM
and
NEW ENGLAND ELECTRIC RESOURCES, INC.
(Name of companies filing this statement)



25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)




NEW ENGLAND ELECTRIC SYSTEM

(Name of top registered holding company parent
of the participating companies herein)




Michael E. Jesanis                         Robert King Wulff
Treasurer                                  Corporation Counsel
25 Research Drive                          25 Research Drive
Westborough, MA  01582                     Westborough, MA  01582


          (Names and addresses of agents for service)



Item 6 is amended as follows:

(i)   by adding the following text immediately preceding subpart(a) of Item 6:

     "The agreement(s) with STI/STIP in connection with the NE/NY Project are
currently under negotiation.  NEERI will file copies of the final executed
agreements with the Commission as part of a Certificate of Notification filing
pursuant to Rule 24.  Pursuant to Section 22 and Rule 104, NEERI requests
confidential treatment for the agreement(s) with STI/STIP to be filed pursuant
to Rule 24.  Since the agreement contents will be commercially sensitive or
will concern the rights and obligations as between private parties to the
agreement, public disclosure of such information is not necessary or
appropriate in the public interest or for the protection of consumers or
investors.";

(ii)  by deleting Exhibit B "Agreement(s) with STI" from the list of Exhibits; 
      and

(iii) by supplying the following Exhibit attached hereto:

     Exhibit F     Opinion of Counsel


                           SIGNATURE


     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Amendment No. 2 to Form
U-1 Application/Declaration (Commission's File No. 70-8475) to be signed on
its behalf, as indicated, by the undersigned officer thereunto duly authorized
by such company.

                             NEW ENGLAND ELECTRIC SYSTEM


                                s/Michael E. Jesanis
                             By_______________________________________
                                Michael E. Jesanis
                                Treasurer


                             NEW ENGLAND ELECTRIC RESOURCES, INC.


                                s/John G. Cochrane
                             By_______________________________________
                                John G. Cochrane
                                Treasurer



Date:  April 11, 1995






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    Description                          Page
- -------    -----------                          ----

  F        Opinion of Counsel                   Filed herewith

EX-5

Exhibit F

      25 Research Drive, Westborough, Massachusetts 01582
      ===================================================





                             April 10, 1995



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

     Re:  File No. 70-8475

Dear Commissioners:

     New England Electric System (NEES) and New England Electric Resources,
Inc. (NEERI) filed a Statement on Form U-1 with your Commission dated
September 30, 1994 and an Amendment No. 1 thereto dated February 16, 1995 (the
Statement) requesting authorization for NEERI to (i) invest $700,000 and
participate in a coal ash processing project at an electric generation
facility located in the New England/New York region, (ii) invest not exceeding
$10,000,000 in other coal ash processing and recycling projects, (iii) invest
not exceeding $1,000,000 in research and development activities in connection
with higher value coal ash waste stream products and recycling, and
(iv) invest not exceeding $1,000,000 in the purchase of equity shares of
Separation Technologies, Inc. (STI).  The Statement also requests
authorization for NEES to provide financing to NEERI for these transactions.

     It is my opinion that NEES, a voluntary association duly created in The
Commonwealth of Massachusetts under an Agreement and Declaration of Trust
dated as of January 2, 1926, as amended, and NEERI, a Massachusetts
corporation, has all approvals necessary for the transactions contemplated in
the Statement.  No approval of any state or federal commission is necessary to
take these actions other than the Securities and Exchange Commission.

     Based upon the foregoing and subject to appropriate action by the
Securities and Exchange Commission under the Act, it is my opinion that, in
the event the proposed transactions are consummated in accordance with the
statement on Form U-1 as amended:

     (a)  All state laws applicable to the proposed transactions will have
          been complied with;

     (b)  NEERI and NEES will be validly organized and duly existing; the
          shares of STI acquired by NEERI will be validly issued, full paid,
          and nonassessable and NEERI will be entitled to the rights and
          privileges appertaining thereto;

     (c)  NEERI will legally acquire said shares of STI; and

     (d)  The consummation of the proposed transactions will not violate the
          legal rights of the holders of any securities issued by NEERI,
          NEES or any associate company thereof.


     I hereby consent to the use of this opinion in connection with the
statement on Form U-1, as amended, filed with the Securities and Exchange
Commission with reference to the proposed transactions.

                             Very truly yours,

                             s/Kirk L. Ramsauer

                             Kirk L. Ramsauer
                             Assistant General Counsel