35-CERT

                                                File No. 70-8073



                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                          CERTIFICATE OF NOTIFICATION

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

                                   Filed by

                          NEW ENGLAND ELECTRIC SYSTEM

    It is hereby certified that the transactions covered by the Statement on
Form U-1 and the amendments thereto and the Order and Supplemental Order of
the Securities and Exchange Commission dated December 11, 1992 and June 18,
1993, respectively (Commission's File No. 70-8073), with respect thereto, have
been carried out in accordance with the terms and conditions of and for the
purposes represented in said statement and amendments and Order and
Supplemental Order of the Commission, as follows:

    On December 30, 1994, New England Electric System (NEES) made a capital
contribution of $10 million to The Narragansett Electric Company
(Narragansett).  This capital contribution is the second from NEES to
Narragansett made pursuant to the Order.  The authority for additional amounts
of capital contributions to Narragansett pursuant to the Order expired on
December 31, 1994.

    The capital contribution was made to assist Narragansett in financing its
capitalizable additions or improvements to plant and property or for other
corporate purposes.

    The required "past tense" Opinion of Counsel is filed herewith.


                                   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. 70-8073) to be signed on its behalf by the undersigned
officer thereunto duly authorized.

                                      NEW ENGLAND ELECTRIC SYSTEM

                                      s/Michael E. Jesanis


                                                                    
                                      Michael E. Jesanis
                                      Treasurer



Date:  January 4, 1995



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
- -----------        -----------                              ----

   F               Past Tense Opinion of Counsel            Filed Herewith

EX-5

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








                                       January 4, 1995



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

      Re:  File No. 70-8073

Dear Commission:

      New England Electric System (NEES) filed with your Commission an
application/ declaration on Form U-1 and amendments thereto, relating to
proposed capital contributions.  By Order dated December 11, 1992, the
Commission permitted the application/declaration to become effective with
respect to one or more capital contributions to be made from NEES to
Massachusetts Electric Company (Mass-Elec) in the aggregate amount of $50
million, from NEES to The Narragansett Electric Company (Narragansett) in the
aggregate amount of $50 million, from NEES to New England Power Company in the
aggregate amount of $50 million, and from NEES to Granite State Electric
Company in the aggregate amount of $3 million.  By Supplemental Order dated
June 18, 1993, the Commission permitted one or more capital contributions from
NEES to Mass-Elec in the aggregate amount of $75 million.  On July 1, 1993,
NEES made a capital contribution of $50.572 million to Mass-Elec and filed a
Certificate of Notification pursuant to Rule 24(a) notifying the Commission of
this contribution.  On October 11, 1994, NEES made a capital contribution of
$5.0 million to Narragansett and filed a Certificate of Notification pursuant
to Rule 24(a) notifying the Commission of this contribution.  On December 30,
1994, NEES made a capital contribution of $10.0 million to Narragansett.  This
capital contribution is the second made from NEES to Narragansett pursuant to
the Order.

      I have reviewed my opinions dated December 1, 1992 and June 21, 1993,
and confirm the various opinions and statements contained therein.  I have
also reviewed the application/declaration on Form U-1, as amended, and the
Commission's Order of December 11, 1992 and Supplemental Order of June 18,
1993.  It is my opinion that the capital contribution described above has been
carried out in accordance with this filing.

                                       Very truly yours,

                                       s/Robert King Wulff


                                       Robert King Wulff
                                       Corporation Counsel