File No. 70-7950



                SECURITIES AND EXCHANGE COMMISSION

                       Washington, DC 20549


                 POST-EFFECTIVE AMENDMENT NO. 5


                               TO
                                
                             FORM U-1



                     APPLICATION/DECLARATION


                              UNDER


          THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935




                   NEW ENGLAND ELECTRIC SYSTEM

                NEW ENGLAND POWER SERVICE COMPANY

                               and



               NEW ENGLAND ELECTRIC RESOURCES, INC.

            (Names of companies 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, MA 01582              Westborough, MA 01582

           (Names and addresses of agents for service)


     Form U-1 Application/Declaration under the Public Utility Holding
Company Act of 1935, File No. 70-7950, as previously amended, is hereby
further amended by this Post-Effective Amendment No. 5 as follows:


1.   Item 1, Description of Proposed Transactions, is amended by adding the
following after the first paragraph following the heading "New NEERI
Services":

     "The applicants request authorization for accounting, office space,
financial services and other related services to be provided to NEERI by
NEPSCO through December 31, 1999.  Such services will be provided by NEPSCO at
cost, calculated on the same basis as costs charged by NEPSCO to other NEES
System companies.  NEERI staff needed in connection with the services
described in File No. 70-7950 (including all Post-Effective Amendments
thereto) may be assigned from other NEES affiliates (including NEPSCO), and
the assigned employees would continue to be employees of such NEES affiliates,
not to exceed in any one year 5% of the total employees of all NEES
affiliates.  All costs associated with such staff (including compensation,
overheads, and benefits) would be fully reimbursed by NEERI in accordance with
Rules 90 and 91 of the Act.

      For precedent in connection with the types of new services NEERI
proposes to perform see the following: for item (1), above, see Middle South
Utilities, HCAR No. 35-22818 and SEC Notice of Proposed Rulemaking, HCAR No.
35-26313 (Part III, footnote 27), for item (2), above, see Eastern Utilities
Associates, HCAR No. 35-26232 and SEC Notice of Proposed Rulemaking, HCAR No.
35-26313 (Part III, footnote 21), for item (3), above, see Central Power and
Light Company, HCAR No. 35-26160 and SEC Notice of Proposed Rulemaking, HCAR
No. 35-26313 (Part III, footnote 23), and for item 4, above, see Consolidated
Natural Gas Co., HCAR No. 35-26234, and SEC Notice of Proposed Rulemaking,
HCAR No. 35-26313 (Part III, footnote 24)."


                            SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Post-Effective
Amendment No. 5 to Form U-1 (Commission's File No. 70-7950) 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 POWER SERVICE COMPANY

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



                                   NEW ENGLAND ELECTRIC RESOURCES, INC.

                                   John L. Levett

                                   ___________________________________
                                   John L. Levett, President

DATE: August 28, 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.