File No. 70-8043


                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 Statement on Form U-l as amended and the Order of the
Securities and Exchange Commission dated September 23, 1992 with respect
thereto, have been carried out in accordance with the terms and conditions
of and for the purposes represented in said Statement and Order of the
Commission as follows:

 During the quarter ended June 30, 1994, NEES made no new money
borrowings and had no short-term debt outstanding.



                         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:  August 11, 1994


The name "New England Elec 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.