10-Q/A

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549


                            FORM 10-Q

                         AMENDMENT NO. 1

  (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 1994

                               OR

 ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                 SECURITIES EXCHANGE ACT OF 1934

                  Commission File Number 1-3446

                   NEW ENGLAND ELECTRIC SYSTEM

       (exact name of registrant as specified in charter)


Massachusetts
(State or other
jurisdiction of
incorporation or
organization)


04-1663060
(I.R.S. Employer
Identification No.)
       25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)

Registrant's telephone number, including area code
                         (508) 366-9011

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 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes (X)    No ( )

Common Shares, par value $1 per share, authorized and
outstanding:  64,969,652 shares at September 30, 1994.

     The undersigned registrant hereby amends its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
1994 by adding Exhibit 18 to Part II - Item 6  Exhibits and
Reports on Form 8-K.  Part II - Item 6 is restated in its
entirety below:


       PART II - Item 6.  Exhibits and Reports on Form 8-K

Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

     The Company is filing the following exhibit:  

     18   Coopers & Lybrand Preferability Letter re:  The
     Narragansett Electric Company accounting change for unbilled
     revenues.

     The Company filed a report on Form 8-K dated October 27,
1994, containing Item 5, Other Events.

     The Company is filing Financial Data Schedules.


                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Amendment No. 1 to
Form 10-Q for the quarter ended September 30, 1994 to be signed
on its behalf by the undersigned thereunto duly authorized.


                                   NEW ENGLAND ELECTRIC SYSTEM


                                   s/Alfred D. Houston
                                   ____________________________
                                   Alfred D. Houston
                                   Executive Vice President,
                                   Authorized Officer, and
                                   Principal Financial Officer


Date:  April 24, 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
- -------        -----------                        ----

18             Coopers & Lybrand Preferability    Filed herewith
               Letter re:  The Narragansett
               Electric Company accounting
               change for unbilled revenues

EX-18

                                                       Exhibit 18



COOPERS & LYBRAND                       Coopers & Lybrand L.L.P.
                                        One Post Office Square
                                        Boston, MA 02109






                                 April 5, 1995



New England Electric System
25 Research Drive
Westborough, MA 01582

    We are providing this letter to you for inclusion as an exhibit
to Form 10-QA, which amends the New England Electric System and
Subsidiaries (the Company) Form 10-Q filing for the quarter ended
September 30, 1994.  The filing is pursuant to Item 601 of
Regulation S-K.

    We have read management's description of the change in
accounting from the as-meters-are-read method of revenue
recognition to the accrual of revenues for electricity delivered
but not yet billed by the Company contained in the Company's Form
10-Q filing for the quarter ended September 30, 1994.  This change
was made in accordance with a July, 1994 rate offer and settlement
agreement approved by the Rhode Island Public Utilities Commission. 
Based on our reading of the data and discussions with Company
officials of the business judgment and business planning factors
relating to the change, we believe management's justification for
the change to be reasonable.  Accordingly, we concur that the newly
adopted accounting principle described above is preferable in the
Company's circumstances to the method previously applied.



                                 s/Coopers & Lybrand L.L.P.

                                 Coopers & Lybrand L.L.P.