U-1/A

                                               
                                          File No. 70-8513




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

AMENDMENT NO. 2

TO

FORM U-1

APPLICATION/DECLARATION

UNDER

THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935





NEW ENGLAND ELECTRIC SYSTEM
and
NEW ENGLAND ELECTRIC RESOURCES, INC.
(Name of companies 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. 2 to Form
U-1 Application/Declaration (Commission's File No. 70-8513) 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


                           NEW ENGLAND ELECTRIC RESOURCES, INC.


                                 s/John G. Cochrane
                             By___________________________
                                John G. Cochrane
                                Treasurer



Date:  February 10, 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            Description                     Page
- -------            -----------                     ----

  F                Opinion of Counsel              Filed herewith

EX-99

                                                       Exhibit F

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


                              February 9, 1995



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

     Re:  File No. 70-8513

Dear Commissioners:

     New England Electric System (NEES) and New England Electric Resources,
Inc. (NEERI) filed a Statement on Form U-1 with your Commission dated
October 31, 1994, and an Amendment No.1 thereto dated January 30, 1995 (the
Statement) requesting authorization for NEERI (i) to invest not exceeding
$10,000,000 in certain research and development activities as outlined in the
Statement, and (ii) to invest not exceeding $1,000,000 annually to acquire the
securities of local enterprises pursuant to Rule 40.  The Statement also
requests authorization for NEES to provide financing to NEERI for these
transactions through December 31, 1998.  

     It is my opinion that NEES, a voluntary association duly created in The
Commonwealth of Massachusetts under an Agreement and Declaration of Trust
dated as of January 2, 1926, as amended, and NEERI, a Massachusetts
corporation, has all approvals necessary for the transactions contemplated in
the Statement.  No approval of any state or federal commission is necessary to
take these actions other than the Securities and Exchange Commission.

     Based upon the foregoing and subject to appropriate action by the
Securities and Exchange Commission under the Act, it is my opinion that, in
the event the proposed transactions are consummated in accordance with the
statement on Form U-1 as amended:

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

     (b)  NEERI and NEES will be validly organized and duly existing; and

     (c)  The consummation of the proposed transactions will not violate the
          legal rights of the holders of any securities issued by NEERI,
          NEES or any associate company thereof.

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

                              Very truly yours,

                               s/Kirk L. Ramsauer

                              Kirk L. Ramsauer
                              Assistant General Counsel