35-CERT

                                   File No. 70-8453/70-8901

                   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 Statements on Form U-l as amended and
the Orders of the Securities and Exchange Commission dated
November 2, 1994 (Commission's File No. 70-8453) and October 9,
1996 (Commission's File no. 70-8901) with respect thereto, have
been carried out in accordance with the terms and conditions of
and for the purposes represented in said Statements and Orders of
the Commission as follows:

  During the quarter ended December 31, 1996, NEES made no new
money borrowings and had no short-term debt outstanding.

  The required "Past Tense" Opinion of Counsel is filed
herewith.

                            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: February 14, 1997

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
- -----------            -----------                  ----

     A        Past Tense Opinion of Counsel     Filed herewith

EX-5

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







                              February 14, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  25049

Re:  New England Electric System Issuance
     and Sale of Short-Term Notes
     File No. 70-8453

Dear Commissioners:

     The statement of Form U-1, as amended, relating to short-
term borrowings by New England Electric System, in amounts not to
exceed the maximum aggregate amount of $100 million outstanding
at any one time, became effective pursuant to the Commissioner's
Order dated November 2, 1994 (HCAR 35-26154).  The Company made
no borrowings under the Order.

     I have reviewed my opinion dated October 11, 1994.  I
confirm the opinions contained therein.

                              Very truly yours,


                              s/Robert King Wulff

                              Robert King Wulff
                              Corporation Counsel