35-CERT

                                               File No. 70-8261

                          CERTIFICATE OF NOTIFICATION

                                   (Rule 24)

                                    to the

                      SECURITIES AND EXCHANGE COMMISSION

                                      by

                   GRANITE STATE ELECTRIC COMPANY (Granite)
                MASSACHUSETTS ELECTRIC COMPANY (Mass Electric)
                 NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
               THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
             NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
                    NEW ENGLAND ENERGY INCORPORATED (NEEI)
      NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC. (Mass Hydro)
             NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro)
                        NEW ENGLAND POWER COMPANY (NEP)
                  NEW ENGLAND POWER SERVICE COMPANY (NEPSCO)
                      NEW ENGLAND ELECTRIC SYSTEM (NEES)


     It is hereby certified that the transactions detailed below, which were
covered by the Statement on Form U-1 as amended and the Orders of the
Securities and Exchange Commission dated October 29, 1993 and December 1, 1993
with respect thereto, have been carried out in accordance with the terms and
conditions of and for the purposes represented in said Statement and Orders of
the Commission.

     During the quarter ended March 31, 1994, Borrowing Companies made new
money borrowings as indicated in Exhibit A-1 hereto, the proceeds of which
were used to pay construction costs or to reimburse the treasury therefor, to
retire outstanding securities, to repay money pool borrowing, or to repay
maturing commercial paper or bank loans which were issued in the third
instance to pay construction costs or to reimburse the treasury therefor, and
for other corporate purposes.  The maximum concurrent amount of short-term
borrowings outstanding during the quarter and the amount outstanding at the
end of the quarter is shown in Exhibit A-1.

     During the quarter ended March 31, 1994, participants in the money pool
made investments therein as indicated in Exhibit A-2 hereto.

                                 SIGNATURES

    Pursuant to the requirements of the Public Utility Holding Company Act of
1935, each undersigned company has duly caused this Certificate of
Notification, Commission's File No. 70-8261, to be signed on its behalf by
the undersigned officers thereunto duly authorized.

                   NEW ENGLAND ELECTRIC SYSTEM
                   MASSACHUSETTS ELECTRIC COMPANY
                   NEW ENGLAND POWER COMPANY
                   NEW ENGLAND POWER SERVICE COMPANY

                        s/Michael E. Jesanis

                   By                                           
                     Michael E. Jesanis, Treasurer


                   THE NARRAGANSETT ELECTRIC COMPANY

                        s/John G. Cochrane

                   By                                           
                     John G. Cochrane, Assistant Treasurer


                   GRANITE STATE ELECTRIC COMPANY

                        s/Howard W. McDowell

                   By                                            
                     Howard W. McDowell, Treasurer


                   NARRAGANSETT ENERGY RESOURCES COMPANY
                   NEW ENGLAND ENERGY INCORPORATED
                   NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
                   NEW ENGLAND HYDRO-TRANSMISSION CORPORATION
                   NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.

                        s/John G. Cochrane

                   By                                            
                     John G. Cochrane, Treasurer

Date:  May 12, 1994

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-1          Borrowing Log                                Filed under cover
                                                            of Form SE

  A-2          Investment Log                               Filed under cover
                                                            of Form SE