File No. 70-8679

               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

AMENDMENT NO. 3

TO

                            FORM U-1

                     APPLICATION/DECLARATION

                              UNDER

         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                            (the Act)

            GRANITE STATE ELECTRIC COMPANY (Granite)
         MASSACHUSETTS ELECTRIC COMPANY (Mass. Electric)
        THE NARRAGANSETT ELECTRIC COMPANY (Narragansett)
          NARRAGANSETT ENERGY RESOURCES COMPANY (NERC)
      NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION (NEET)
             NEW ENGLAND ENERGY INCORPORATED (NEEI)
      NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
                          (Mass. Hydro)
      NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NH Hydro)
                 NEW ENGLAND POWER COMPANY (NEP)
           NEW ENGLAND POWER SERVICE COMPANY (NEPSCO)

                               and

               NEW ENGLAND ELECTRIC SYSTEM (NEES)

           (Names of companies filing this statement)

       25 Research Drive, Westborough, Massachusetts 01582
        33 West Lebanon Road, Lebanon, NH 03766 (Granite)
     280 Melrose Street, Providence, RI 02901 (Narragansett)
            (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)


Paragraph one of Item 1, Description of Proposed Transactions, is hereby
amended to read in its entirety as follows:

          "This Application/Declaration relates to short-term borrowing by
     certain subsidiaries of NEES, for the period from November 1, 1995,
     through October 31, 1997.  Mass. Electric, Narragansett, Mass. Hydro,
     NEP, and NEPSCO (the Borrowing Companies) seek authority to borrow money
     from the NEES Money Pool (the Money Pool), and/or banks, and/or in the
     cases of Mass. Electric, Narragansett, and NEP, to issue commercial
     paper, up to the maximum amounts requested herein.  Granite, NEET, and
     NH Hydro may also borrow from the Money Pool; however, those companies
     have received express authorization for such borrowings from the Public
     Utility Commission of New Hampshire, the state in which such utility
     companies are organized and doing business.  Each of the companies
     listed on the cover hereof, including NEES, (the Participating
     Companies) seeks authority to lend money in the Money Pool under the
     current terms of the Money Pool (approved by the Commission in its File
     No. 70-7765).  The Commission's most recent order in File No. 70-7765
     was HCAR No. 35-25772, dated March 29, 1993.  NEES has filed an
     Application/Declaration with the Commission requesting approval for its
     proposed acquisition of the Nantucket Electric Company (File No. 70-
     8675) and as part of that Application/Declaration requests that
     Nantucket Electric Company become a member of the Money Pool."

Paragraph three of Item 1 is hereby amended to read in its entirety as
follows:

          "During the period from November 1, 1995, through October 31,
     1997, the Borrowing Companies request borrowing authority up to the
     maximum outstanding amounts shown below:  

     Borrowing Company             Borrowing Authority
     -----------------             -------------------
                                Current           Requested
                                -------           ---------

     Mass. Electric             $150,000,000      $150,000,000
     --------------

     Narragansett               $100,000,000      $100,000,000
     ------------

     Mass. Hydro                $ 25,000,000      $ 25,000,000
     -----------

     NEP                        $375,000,000      $375,000,000
     ---

     NEPSCO                     $ 12,000,000      $ 25,000,000"
     ------

Paragraph 5 of Item 1 is hereby amended to read in its entirety as follows:

          "The Financial Statements 3(a) through 3(e), Sources and
     Applications of Funds and Capitalization, show the expected short-term
     borrowing requirements for the Borrowing Companies through December 31,
     1997.  Mass. Hydro is a special purpose company formed to own and
     operate the electric transmission interconnection with Hydro Quebec and
     may need short-term borrowing authority so that it may act quickly in
     response to unexpected emergencies such as catastrophic damage to the


     transmission facilities in addition to its expected short-term borrowing
     requirements shown in the Sources and Applications of Funds and
     Capitalization.  Therefore, Mass. Hydro requests continued authorization
     to borrow amounts not exceeding $25 million to be outstanding at any one
     time."

Item 1, Filing of Certificates of Notification, is hereby amended to read in
its entirety as follows:

          "Within 45 days after the end of each calendar quarter, the
     Participating Companies will file a certificate of notification covering
     the transactions effected pursuant to the authority requested herein
     during such quarter.  Such certificate will show the names of the
     borrowers, and for each borrower, the dates and amounts of all new money
     borrowings, whether by issuance of notes to banks, or by sale of
     commercial paper (including money borrowed from banks to pay the Money
     Pool or CP Dealers, or borrowed from the Money Pool to pay banks or CP
     Dealers, or borrowed by sale of commercial paper to pay the Money Pool
     or banks), the names of the lenders, the maximum concurrent amount of
     notes outstanding to banks, the Money Pool and CP Dealers, the aggregate
     total outstanding at any one time, and the aggregate total outstanding
     at the end of such quarter.  Each certificate will include, with respect
     to the issue and sale of commercial paper, the effective interest cost
     for such promissory note issued as commercial paper.  The final
     certificate of notification will be accompanied by the required past
     tense opinion of counsel."

Paragraphs one and three of Item 3 are hereby amended to read in their
entirety as follows:

     "(1) The issuance of notes to banks by Mass. Electric, Narragansett,
          Mass. Hydro, NEP, and NEPSCO:  Sections 6(a) and 7 of the Act.

      (3) Borrowings from the Money Pool by Mass. Electric, Narragansett,
          Mass. Hydro, NEP, and NEPSCO:  Sections 6(a), 7, 9(a), 10, and 12
          of the Act and Rules 43 and 45."

Item 6, Exhibits and Financial Statements, section (b) Financial Statements,
subsection 3, is hereby amended to read in its entirety as follows:

     "3   Estimated Sources and Applications of Funds and Capitalization for
          each of the Borrowing Companies:

          3(a)     Mass. Electric

          3(b)     Narragansett

          3(c)     NEP

          3(d)     Mass. Hydro

          3(e)     NEPSCO

          Since the date of the Balance Sheets, there have been no material
     changes which were not in the ordinary course of business."



                           SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, each undersigned company has duly caused this Amendment No. 3 to its
Form U-1 Application/Declaration (Commission's File No. 70-8679) to be signed
on its behalf, as indicated, by the undersigned officers thereunto duly
authorized by each such company.

            NEW ENGLAND ELECTRIC SYSTEM
            MASSACHUSETTS ELECTRIC COMPANY
            NEW ENGLAND POWER COMPANY
            NEW ENGLAND POWER SERVICE COMPANY


                s/Michael E. Jesanis
            By                                      
               Michael E. Jesanis, Treasurer


            NARRAGANSETT ENERGY RESOURCES COMPANY
            NEW ENGLAND ELECTRIC TRANSMISSION CORPORATION
            NEW ENGLAND ENERGY INCORPORATED
            NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY, INC.
            NEW ENGLAND HYDRO-TRANSMISSION CORPORATION


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


            GRANITE STATE ELECTRIC COMPANY


                s/Howard W. McDowell
            By                                      
               Howard W. McDowell, Treasurer


            THE NARRAGANSETT ELECTRIC COMPANY


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


DATE:  October 24, 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.