35-CERT

                                          File No. 70-8497



               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                   CERTIFICATE OF NOTIFICATION

                Pursuant to Rule 24(a) under the
           Public Utility Holding Company Act of 1935

                            Filed by

                   NEW ENGLAND ELECTRIC SYSTEM

   It is hereby certified that the transactions covered by the Statement on
Form U-1 and the amendment thereto and the Order of the Securities and
Exchange Commission dated December 16, 1994 (Commission's File No. 70-8497),
with respect thereto, have been carried out in accordance with the terms and
conditions of and for the purposes represented in said statement and amendment
and Order of the Commission, as follows:

   On July 3, 1995, New England Electric System (NEES) made a capital
contribution of $10 million to Massachusetts Electric Company (Mass.
Electric).  This capital contribution is the first from NEES to Mass. Electric
made pursuant to the Order.  Remaining authority for additional amounts of
capital contributions to Mass. Electric pursuant to the Order totals $40
million.

   The capital contribution was made to assist Mass. Electric in financing
its capitalizable additions or improvements to plant and property or for other
corporate purposes.

   The required "past tense" Opinion of Counsel is filed herewith.


                            SIGNATURE

   Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this Certificate of Notification
(Commission's File No. 70-8497) to be signed on its behalf by the undersigned
officer thereunto duly authorized.

                                NEW ENGLAND ELECTRIC SYSTEM

                                  s/Michael E. Jesanis

                                                              
                                Michael E. Jesanis
                                Treasurer



Date: July 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 No.     Description                       Page
- -----------     -----------                       ----

   F            Past Tense Opinion of Counsel     Filed Herewith

EX-5

       25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS 01582
       ===================================================






                                July 7, 1995


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  File No. 70-8497

Dear Commission:

     New England Electric System (NEES) filed with your
Commission an application/declaration on Form U-1 and amendments
thereto, relating to proposed capital contributions.  By Order
dated December 16, 1994, the Commission permitted the
application/declaration to become effective with respect to one
or more capital contributions to be made from NEES to
Massachusetts Electric Company (Mass. Electric) in the aggregate
amount of $50 million, from NEES to The Narragansett Electric
Company in the aggregate amount of $50 million, from NEES to New
England Power Company in the aggregate amount of $50 million, and
from NEES to Granite State Electric Company in the aggregate
amount of $3 million.  On July 3, 1995, NEES made a capital
contribution of $10 million to Mass. Electric.  This capital
contribution is the first made from NEES to Mass. Electric
pursuant to the Order.

     I have reviewed my opinion dated December 2, 1994 and
confirm the various opinions and statements contained therein.  I
have also reviewed the application/declaration on Form U-1, as
amended, and the Commission's Order of December 16, 1994.  It is
my opinion that the capital contribution described above has been
carried out in accordance with this filing.

                                Very truly yours,

                                s/Robert King Wulff

                                Robert King Wulff
                                Corporation Counsel