35-CERT

                                             File No. 70-7202


                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549


                   CERTIFICATE OF NOTIFICATION

             Pursuant to Rule 24(a) under the Public
              Utility Holding Company Act of 1935

                            Filed by

                        NATIONAL GRID USA
                 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:

     National Grid USA's 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 National Grid USA
(as successor to New England Electric System).  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 March 28, 2001, NEET purchased
5 shares of NEET stock from National Grid USA at a price of
$33,410.92 per share for a sum of $167,054.60.

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



                            SIGNATURE
                            ---------

     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, 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.

                              NATIONAL GRID USA
                              NEW ENGLAND POWER COMPANY
                              NEW ENGLAND ELECTRIC TRANSMISSION
                              CORPORATION

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




Date: April 2, 2001

EX-99

                          EXHIBIT INDEX


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

F             Past Tense Opinion of Counsel      Filed herewith

EX-5

                                          EXHIBIT F

       25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
   =====================================================

                                     April 2, 2001


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

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

Ladies and Gentlemen:

    The statement of 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
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 March 28, 2001, the Company purchased 5 shares of its
common stock from National Grid USA at a price of $33,410.92 per
share for a sum of $167,054.60.

    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, March 19, 1996, September 18, 1996, March 14,
1997, September 16, 1997, June 5, 1998, March 22, 1999, June 21,
2000, and January 4, 2001 filed as Exhibit F to 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
                           Deputy General Counsel