File No. 70-8453


                        CERTIFICATE OF NOTIFICATION

                                 (Rule 24)

                    SECURITIES AND EXCHANGE COMMISSION

                                    by

                    NEW ENGLAND ELECTRIC SYSTEM (NEES)

    It is hereby certified that the transactions detailed below, which
were covered by the Statement on Form U-l as amended and the Order of the
Securities and Exchange Commission dated November 2, 1994 (Commission's
File No. 70-8453) with respect thereto, have been carried out in
accordance with the terms and conditions of and for the purposes
represented in said Statement and Order of the Commission as follows:

    During the quarter ended March 31, 1995, NEES made no new money
borrowings and had no short-term debt outstanding.


                                 SIGNATURE

    Pursuant to the requirements of the Public Utility Holding Company Act
of l935, the undersigned company has duly caused this certificate of
notification to be signed on its behalf by the undersigned officer
thereunto duly authorized.

                                    NEW ENGLAND ELECTRIC SYSTEM

                                       s/Michael E. Jesanis

                                    By                      
                                      Michael E. Jesanis
                                           Treasurer

Date: May 15, 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.