35-CERT

                                            File No. 70-8043/70-8453


                        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 Statements on Form U-l as amended and the Orders of
the Securities and Exchange Commission dated September 23, 1992
(Commission's File No. 70-8043) and November 2, 1994 (Commission's File
No. 70-8453) with respect thereto, have been carried out in accordance
with the terms and conditions of and for the purposes represented in said
Statements and Orders of the Commission as follows:

    During the quarter ended December 31, 1994, NEES made no new money
borrowings and had no short-term debt outstanding.

    The required "Past Tense" Opinion of Counsel is filed herewith.


                                 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:  February 14, 1995


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.

EX-99

                                EXHIBIT INDEX


Exhibit No.               Description                       Page
- -----------               -----------                       ----

               Past Tense Opinion                           Filed herewith

EX-5

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




                                        February 13, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 25049

       Re:  New England Electric System Issuance and Sale of 
             Short-Term Notes, File No. 8043

Dear Commissioners:

       The statement of Form U-1, as amended, relating to short-
term borrowings by New England Electric System, in amounts not
to exceed the maximum aggregate amount of $100 million
outstanding at any one time, became effective pursuant to the
Commissioner's Order dated September 23, 1992, (HCAR No. 25641). 
The Company made no borrowings under the Order.

       I have reviewed the opinion dated August 27, 1992.  I
hereby confirm the opinions contained therein.

                                        Very truly yours,

                                        s/Kirk L. Ramsauer

                                        Kirk L. Ramsauer
                                        Assistant General Counsel