File No. 70-8783


                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 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 company 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)




Michael E. Jesanis                 Robert King Wulff
Treasurer                          Corporation Counsel
25 Research Drive                       25 Research Drive
Westborough, Massachusetts 01582   Westborough, Massachusetts 01582


           (Names and addresses of agents for service)


The fifth paragraph of Item 1, Part II, section A is hereby amended to read in
its entirety as follows:

       "NEERI and NEES also request that NEERI and Project Parents have the
authority to provide Project Parent's and Project Parent subsidiaries, with all
services necessary or desirable for their operations at market prices
(including, without limitation, management, engineering, employment,
administrative, tax, consulting, accounting, and computer and software support)
subject to the following.  NEERI requests an exemption pursuant to section
13(b) of the Act from the requirements of rules 90 and 91 applicable to such
transactions in any case in which one or more of the following circumstances are
present:

       a.   Such associate is an EWG or FUCO which derives no part of its
            income, directly or indirectly, from the generation, transmission,
            or distribution of electric energy for sale within the United
            States;

       b.   Such associate is an EWG which sells electricity at market-based
            rates which have been approved by the Federal Energy Regulatory
            Commission ("FERC") or the appropriate state public utility
            commission, provided the purchaser of such electricity is not an
            associate of NEES;

       c.   Such associate is an EWG that sells electricity at rates based upon
            its cost of service, as approved by the FERC or any state public
            utility commission, provided that the purchaser of such electricity
            is not an associate of NEES; or

       d.   Such associate is a subsidiary company, the sole business of which
            is developing, owning and/or operating FUCOs or EWGs described in
            clauses a, b or c above."


Item 1, Part II, section G is hereby amended to read in its entirety as follows:

       "NEERI (on behalf of itself, NEES, and the Project Parents) will provide
the Commission on a quarterly basis within 60 days of the close of each calendar
quarter (except that those certificates for the fourth quarter shall be filed
within 90 days following the close of such quarter), a certificate of
notification pursuant to Rule 24 under the Act ("Certificate").  Each such
Certificate shall identify: (i) each debt and equity investment made by NEES
and/or NEERI in a Project Parent or Exempt Company, on a project basis; (ii)
each guarantee by NEES and/or NEERI of the securities of a Project Parent or an
Exempt Company; (iii) each reimbursement agreement underlying a letter of
credit issued regarding the activities of a Project Parent or an Exempt
Company; (iv) each agreement by NEES and/or NEERI to contribute equity to, or
assume the liabilities of, any Project Parent or Exempt Company; (v) the
Services obtained by Project Parents or an Exempt Company from NEERI,
specifying the type of service, the number of personnel provided during the
quarter (to the extent practicable) and the total dollar value of such
services; (vi) a description of Services provided by NEERI to associates which
identifies the recipient company and the charge to the associate and whether
the charge was computed at cost, market or pursuant to another method, which
method shall be specified; and (7) the amount, type and the terms and conditions
of any securities issued by Project Parents to third parties.  Pursuant to
Section 22 and Rule 104, NEERI may request confidential treatment for
information contained in Certificates which is commercially sensitive or
proprietary." 


                            SIGNATURE


       Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this Amendment No. 4 to their
Application/Declaration on Form U-1 (Commission's File No. 70-8783) to be
signed on their behalf, as indicated by the undersigned officers thereunto duly
authorized by such companies.

                            NEW ENGLAND ELECTRIC SYSTEM


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




                            NEW ENGLAND ELECTRIC RESOURCES, INC.


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



Dated:  April 16, 1996







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 therefore.