U-1/A

                                           File No. 70-8497




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


AMENDMENT NO. 1

TO

FORM U-1

APPLICATION/DECLARATION

UNDER

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935





NEW ENGLAND ELECTRIC SYSTEM

(Name of company filing this statement)



25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)




NEW ENGLAND ELECTRIC SYSTEM

Name of top registered holding company parent
of the participating companies herein)



Michael E. Jesanis                         Robert King Wulff
Treasurer                                  Corporation Counsel
25 Research Drive                          25 Research Drive
Westborough, MA  01582                     Westborough, MA  01582


          (Names and addresses of agents for service)


Item 6 is amended by supplying the following Exhibit attached hereto:

     Exhibit F     Opinion of Counsel


                           SIGNATURE


     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Amendment No. 1 to Form
U-1 Application/Declaration (Commission's File No. 70-8497) to be signed on
its behalf, as indicated, by the undersigned officer thereunto duly authorized
by such company.

                                    NEW ENGLAND ELECTRIC SYSTEM


                                       s/Michael E. Jesanis
                                    By______________________________
                                       Michael E. Jesanis
                                       Treasurer


Date:  December 5, 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    Description                          Page
- -------    -----------                          ----

  F        Opinion of Counsel                   Filed herewith

EX-5

Exhibit F


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





                             December 2, 1994





Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, DC  20549

     Re:  New England Electric System
          File No. 70-8497

Dear Commissioners:

     Granite State Electric Company (Granite), Massachusetts Electric Company
(Mass. Electric), The Narragansett Electric Company (Narragansett), and New
England Power Company (NEP) (collectively, the Subsidiaries) are wholly owned
subsidiaries of New England Electric System (NEES), a Massachusetts voluntary
association.  NEES is a registered holding company under the Public Utility
Holding Company Act of 1935 (the Act), and the Subsidiaries are electric
utility companies as defined by the Act.

     NEES proposes, through December 31, 1996, to make one or more capital
contributions to the Subsidiaries not to exceed an aggregate amount of $50
million for NEP, $50 million for Mass. Electric, $50 million for Narragansett,
and $3 million for Granite.  The Subsidiaries will apply the funds received
from the capital contributions for general corporate purposes including, but
not limited to, the reimbursement of the treasury for, or the payment of
short-term borrowings incurred for, capitalizable additions and improvements
to plant and property.

     The NEES board of directors has authorized capital contributions to the
Subsidiaries not to exceed $50 million for NEP,  $30 million for Mass.
Electric, $30 million for Narragansett, and $3 million for Granite. 
Additional action by the NEES board of directors will be required to authorize
further capital contributions in excess of these amounts.  The proposed
transactions are subject to appropriate action by your Commission under the
Act.

     Subject to the foregoing, it is my opinion that, in the event the
capital contributions are made in accordance with the statement on Form U-1,
as amended:

     (a)  All state laws applicable to the proposed capital contributions
          will have been complied with;

     (b)  The Subsidiaries are validly organized and duly existing, and may
          legally receive the capital contributions; and


                              -2-


     (c)  Consummation of the proposed transactions will not violate the
          legal rights of the holders of any security issued by NEES or the
          Subsidiaries or any associate company thereof.

     I hereby consent to the use of this opinion as part of the statement on
Form U-1 filed by NEES with the Securities and Exchange Commission in
connection with the proposed transactions.

                             Very truly yours,

                             s/Robert King Wulff

                             Robert King Wulff
                             Corporation Counsel