File No. 70-8555




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 1, Part A, as amended by Amendment No. 1, is hereby further amended by
deleting the following sentence from the end of the fifth paragraph therein:

      "NEERI proposes that its authority to make such investments in research
and development activities for exploring EWG/FUCO investments and investment
structures extend through December 31, 1997."


                                   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. 70-8555) to be signed on
its behalf, as indicated, by the undersigned officer thereunto duly authorized
by such company.

                                    NEW ENGLAND ELECTRIC SYSTEM


                                       s/Frederic E. Greenman
                                    By_______________________________________
                                       Frederic E. Greenman
                                       Senior Vice President


                                    NEW ENGLAND ELECTRIC RESOURCES,INC.


                                       s/John G. Cochrane
                                    By_______________________________________
                                       John G. Cochrane
                                       Treasurer



Date: February 17, 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.