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 June 30, 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: August 9, 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.