File No.: 70-8783



                   CERTIFICATE OF NOTIFICATION

                            (Rule 24)

                SECURITIES AND EXCHANGE COMMISSION

                                BY

           NEW ENGLAND ELECTRIC RESOURCES, INC. (NEERI)

     In accordance with the order of the Securities and Exchange
Commission dated April 15, 1996, the following is a report for
the first quarter of 1997:

     In July, 1996 NEERI International, a wholly-owned subsidiary
     of NEERI, was formed under the laws of the Cayman Islands. 
     NEERI owns two shares of NEERI International, which will
     serve as a Project Parent for prospective EWG/FUCO
     investments under File No. 70-8783.  NEERI International has
     no employees.  In the quarter ending March 31, 1997, NEERI
     International had no revenues, but had $207,798 in expenses
     related to FUCO project development.



                            SIGNATURE

     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
certificate of notification (Commission's File No. 70-8783) to be
signed on its behalf by the undersigned officer thereunto duly
authorized.


                           NEW ENGLAND ELECTRIC RESOURCES, INC.


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


Date: May 29, 1997