File No. 70-8453


                   CERTIFICATE OF NOTIFICATION

                            (Rule 24)

                SECURITIES AND EXCHANGE COMMISSION

                                by

                NEW ENGLAND ELECTRIC SYSTEM (NEES)

  It is hereby certified that the transactions detailed below,
which were covered by the Statement on Form U-l as amended and
the Order of the Securities and Exchange Commission dated
November 2, 1994 (Commission's File No. 70-8453) with respect
thereto, have been carried out in accordance with the terms and
conditions of and for the purposes represented in said Statement
and Order of the Commission as follows:

  During the quarter ended March 31, 1996, NEES made no new
money borrowings and had no short-term debt outstanding.


                            SIGNATURE

  Pursuant to the requirements of the Public Utility Holding
Company Act of l935, the undersigned company has duly caused this
certificate of notification to be signed on its behalf by the
undersigned officer thereunto duly authorized.

                             NEW ENGLAND ELECTRIC SYSTEM

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

Date: May 13, 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 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.