35-CERT

                                             File No. 70-8675


                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549


                   CERTIFICATE OF NOTIFICATION

             Pursuant to Rule 24(a) under the Public
              Utility Holding Company Act of 1935
                                
                            Filed by

                   NEW ENGLAND ELECTRIC SYSTEM
                    NEW ENGLAND POWER COMPANY
                  MASSACHUSETTS ELECTRIC COMPANY

     It is hereby certified that on December 31, 1996, New
England Power Company assumed the existing lease for certain
generating facilities of Nantucket Electric Company, as described
in Form U-1 and amendments thereto, File No. 70-8675, and in the
Order of the Securities and Exchange Commission with respect
thereto dated December 27, 1995 (HCAR No. 26439).  All such
transactions have been carried out, in accordance with the terms
and conditions of and for the purpose represented in said Form
U-1 and the Order of the Commission.

     The required "past tense" opinion of counsel is attached
hereto as Exhibit I.


                            SIGNATURE
                            ---------

     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, each of the undersigned companies has duly
caused this Certificate of Notification (Commission's File No.
70-8675) to be signed on its behalf by the undersigned officers
thereunto duly authorized.

                                   NEW ENGLAND ELECTRIC SYSTEM
                                   MASSACHUSETTS ELECTRIC COMPANY
                                   NEW ENGLAND POWER COMPANY


                                         s/Michael E. Jesanis
                                   By:  _________________________
                                        Michael E. Jesanis
                                        Treasurer of each company

Date:  January 10, 1997


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.

EX-99

                          EXHIBIT INDEX


Exhibit No.   Description                        Page
- -----------   -----------                        ----

I             Past Tense Opinion of Counsel      Filed herewith

EX-5

                           EXHIBIT I


      25 Research Drive, Westborough, Massachusetts 01582
      ===================================================




           January 10, 1997





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

  Re:      New England Electric System
    New England Power Company
    Massachusetts Electric Company
    Commission File No. 70-8675

Dear Ladies and Gentlemen:

  Form U-1 and amendments thereto filed in the above
proceeding were permitted to become effective by the Commission's
Order dated December 27, 1995.  As counsel for the above named
companies, we have reviewed the following actions taken
subsequent to our opinions dated December 26, 1995, December 28,
1995, April 9, 1996, and July 25, 1996, to carry out the
following transactions described in the statement:

  On December 31, 1996, New England Power Company
  assumed the existing lease for two generating
  units previously leased by Nantucket Electric
  Company. 

  We have reviewed the above mentioned opinions, which were
filed by amendment as Exhibits F, F-1, and I, respectively, to
the statement on Form U-1 in the above proceeding, and we hereby
confirm the various opinions and statements contained therein. 
It is our opinion that:

  (a)      the foregoing transactions have been carried out in
           accordance with the Application/Declaration;

  (b)      all State laws applicable to such transactions have
           been complied with; and


  (c)      the consummation of the transactions does not
           violate the legal rights of the holders of any
           securities issued by New England Electric System or
           any associate company.


           Very truly yours,

           s/Robert King Wulff

           Robert King Wulff
           Corporation Counsel

           s/Kirk L. Ramsauer

           Kirk L. Ramsauer
           Associate General Counsel