File No. 70-7950



                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC 20549


                 POST-EFFECTIVE AMENDMENT NO. 3


                               TO
                                
                             FORM U-1



                     APPLICATION/DECLARATION


                              UNDER


          THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935




                   NEW ENGLAND ELECTRIC SYSTEM

                NEW ENGLAND POWER SERVICE COMPANY

                               and



               NEW ENGLAND ELECTRIC RESOURCES, INC.

            (Names 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 in system)





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)


     Form U-1 Application/Declaration under the Public Utility Holding
Company Act of 1935, File No. 70-7950, as previously amended, is hereby
further amended by this Post-Effective Amendment No. 3 as follows:

1.   Item 1, Description of Proposed Transactions, is amended by deleting the
phrase "and (5) other similar services." from the first paragraph following
the heading "New NEERI Services".

2.   Item 1, Description of Proposed Transactions, is amended by adding the
following thereto:

     "Financing
      ------------

     The Commission previously authorized NEES to provide financing to NEERI
in an amount not to exceed $2 million in connection with the services
described in this File No. 70-7950; NEES proposes to increase this financing
authority by $8 million.  Accordingly, NEES requests authority to provide
financing for NEERI in connection with the services described in File No.
70-7950 (including Post-Effective Amendments 2 and 3 thereto) in an amount not
to exceed $10 million in the aggregate outstanding at any one time by: (i)
making capital contributions to NEERI, and/or (ii) making loans to NEERI from
time to time, such loans to be in the form of subordinated notes (the
'Investments').  Any loans to NEERI shall be evidenced by notes payable in
twenty years or less from the date of issue without interest.  It is proposed
that the above Investments be authorized through December 31, 1999.  The $10
million aggregate investment authority requested herein does not include NEES
investments in NEERI that have been, or will be, authorized by Orders of the
Commission in connection with filings other than File No. 70-7950."  


                            SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Post-Effective
Amendment No. 3 to Form U-1 (Commission's File No. 70-7950) to be signed on
their behalf, as indicated, by the undersigned officers thereunto duly
authorized by such companies.

                                   NEW ENGLAND ELECTRIC SYSTEM


                                   s/Michael E. Jesanis
                                   __________________________________
                                   Michael E. Jesanis, Treasurer



                                   NEW ENGLAND POWER SERVICE COMPANY


                                   s/Michael E. Jesanis
                                   __________________________________
                                   Michael E. Jesanis, Treasurer



                                   NEW ENGLAND ELECTRIC RESOURCES, INC.


                                   s/John G. Cochrane
                                   ___________________________________
                                   John G. Cochrane, Treasurer


DATE: June 13, 1996


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.