35-CERT

                                                File No. 70-7202







                Securities and Exchange Commission
                     Washington, D.C.   20549

                   CERTIFICATE OF NOTIFICATION
                   Pursuant to Rule 24(a) under
            Public Utility Holding Company Act of 1935

                             Filed by

                NEW ENGLAND ELECTRIC SYSTEM (NEES)
                 NEW ENGLAND POWER COMPANY (NEP)
       NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)

  It is hereby certified that the transactions covered by the
statement on Form U-1, as amended by Amendment Nos. 1, 2, and 3
thereto, and the Order of the Securities and Exchange Commission
dated August 7, 1986, with respect thereto, have been carried out
in accordance with the terms and conditions of and for the
purposes represented in said Statement and the Order of the
Commission, as follows:

  NEES' equity interest in NEET may be reduced from time to
time through repurchase by NEET of its common stock in accordance
with the terms of the Equity Funding Agreement, dated as of
December 1, 1985, between NEET and NEES.  In order to maintain
the approximate ratio of equity investment to total capital that
existed during the first year of commercial operation of the NEET
Project, on September 18, 1996, NEET purchased 10 shares of NEET
stock from NEES at a price of $27,435.25 per share for a sum of
$274,352.50.

  The required "Past Tense" Opinion is filed herewith as
Exhibit F.


                            SIGNATURES

  Pursuant to the requirements of the Public Utility Holding
Company Act of l935, the undersigned companies have duly caused
this Certificate of Notification (Commission's File No. 70-7202)
to be signed on their behalf by the undersigned officers
thereunto duly authorized.

                              NEW ENGLAND ELECTRIC SYSTEM

                                 s/Michael E. Jesanis
                                 
                              By                             
                                 Michael E. Jesanis
                                 Treasurer


                              NEW ENGLAND POWER COMPANY

                                 s/John G. Cochrane
                                 
                              By                             
                                 John G. Cochrane
                                 Assistant Treasurer


                              NEW ENGLAND ELECTRIC TRANSMISSION
                                CORPORATION

                                 s/John G. Cochrane
                                 
                              By                             
                                 John G. Cochrane
                                 Treasurer


Date: September 18, 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.

EX-99

                          EXHIBIT INDEX
                          -------------


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

Exhibit F       Past Tense Opinion of Counsel      Filed Herewith

EX-5

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






                              September 18, 1996



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

Re:  New England Electric Transmission Corporation
     File No. 70-7202

Dear Sirs:

     The statement on Form U-1, as amended, relating to the
permanent financing of expenditures, incurred by New England
Electric Transmission Corporation (the Company) in connection
with the construction of certain transmission facilities
constituting part of a major transmission interconnection between
New England Utilities and Hydro-Quebec, was permitted to become
effective August 7, 1986.

     On September 18, 1996, the Company purchased 10 shares of
its common stock from New England Electric System at a price of
$27,435.25 per share for a sum of $274,352.50.

     I have reviewed the opinion of Robert D. Hartshorne, dated
July 19, 1986, filed as Exhibit F and my opinions dated
October 27, 1986, April 24, 1987, July 28, 1989, October 26,
1989, April 27, 1990, January 28, 1991, July 30, 1991, May 7,
1992, October 29, 1992, October 29, 1993, July 22, 1994, June 16,
1995, December 6, 1995, and March 19, 1996, filed as Exhibit F to
the Certificates of Notification of those dates, and hereby
confirm the statements made therein.

     Based on the foregoing, it is my opinion that the 
above-described transactions were carried out in accordance with
the statement.

                              Very truly yours,

                              s/Kirk L. Ramsauer

                              Kirk L. Ramsauer
                              Associate General Counsel