File No. 70-8571     




                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549



                                AMENDMENT NO. 2

TO

FORM U-1

APPLICATION/DECLARATION


                                     UNDER


                THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935





NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY

                   (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 in system)






John G. Cochrane                             Robert King Wulff
Treasurer                                    Corporation Counsel
New England Energy Incorporated              25 Research Drive
25 Research Drive                            Westborough, Massachusetts 01582
Westborough, Massachusetts 01582             


                  (Names and addresses of agents for service)


      Form U-1, Application/Declaration in File No. 70-8571 is hereby amended
as follows:

      The following paragraph is added to the end of Item 1:

      "Neither NEES nor any subsidiary has an ownership interest in an exempt
wholesale generator (EWG) or foreign utility company (FUCO) as defined in
Sections 32 and 33 of the Act nor will NEES or any subsidiary acquire such an
interest as a result of the transactions proposed herein.  Additionally,
neither NEES nor any subsidiary is a party to, or has any rights under, a
service, sales or construction agreement with an EWG or FUCO."

      Item 3 is amended and restated in its entirety as follows:

"Item 3     Applicable Statutory Provisions
            -------------------------------

      The proposed transactions are believed to require approval of the
Commission under sections 6, 7, 9(a), 10, and 12(b) of the Act."



                                   SIGNATURE


      Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Amendment No. 2 to
Form U-1 Application/Declaration, in Commission's File No. 70-8571, to be
signed on their behalf, as indicated by the undersigned officers thereunto
duly authorized by such companies.

                            NEW ENGLAND ELECTRIC SYSTEM


                                s/Frederic E. Greenman
                            By:____________________________________________
                               Frederic E. Greenman, Senior Vice President 



                            NEW ENGLAND ENERGY INCORPORATED


                                s/John G. Cochrane
                            By:____________________________________________
                               John G. Cochrane, Treasurer



                            NEW ENGLAND POWER COMPANY


                                s/John G. Cochrane
                            By:____________________________________________
                               John G. Cochrane, Assistant Treasurer



Date:  April 6, 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.  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
assumed or shall be held to any liability therefor.