File No. 70-8555




SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


AMENDMENT NO. 4

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 is amended by adding to the end thereof the following:

"NEERI will include in its quarterly Rule 24 filings with the Commission a
breakdown of the amounts and types of expenditures made in connection with the
Development Activities and the categories of potential acquisitions and
interests in EWGs and FUCOs."

                           SIGNATURE


     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this Amendment No. 4 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/Michael E. Jesanis
                             By_______________________________________
                                Michael E. Jesanis
                                Treasurer


                             NEW ENGLAND ELECTRIC RESOURCES, INC.


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



Date:  May 5, 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.