35-CERT

                                             File No. 70-9143


                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
                                 

     It is hereby certified that as of January 7, 1998, certain
transactions covered by the Statement on Form U-1 and amendments
thereto, and the Order of the Securities and Exchange Commission
in this file dated December 11, 1997 (Release No. 35-26796), with
respect thereto have been carried out, in accordance with the
terms and conditions of and for the purpose represented in said
statement and Order of the Commission, as follows:

     The proposed amendments to NEP's By-Laws and Articles of
     Organization, MECO's By-Laws and Articles of Organization,
     and NECO's Preferred Stock Preference Provisions were all
     approved at special meetings of the stockholders of each of
     the three companies held on December 12, 1997. Together with
     the approval of the NECO common stockholder and a vote of
     the NECO Board of Directors, both on December 15, 1997,
     these amendments eliminated certain limitations on the
     issuance of unsecured indebtedness.

     Pursuant to tender offers which expired on December 12,
     1997;

     New England Electric System (NEES) purchased 47,185 shares
     of Massachusetts Electric Company's (MECO) 4.44% Dividend
     Series Preferred Stock, 47,470 shares of MECO's 4.76%
     Dividend Series Preferred Stock, 146,000 shares of MECO's
     6.99% Dividend Series Preferred Stock, and 407,839 shares of
     MECO's 6.84% Preferred Stock-Cumulative.

     NEES purchased 130,791 shares of The Narragansett Electric
     Company's (NECO) 4.50% Series Cumulative Preferred Stock,
     88,783 shares of NECO's 4.64% Series Cumulative Preferred
     Stock, and 254,950 shares of NECO's 6.95% Series Cumulative
     Preferred Stock.

     NEES purchased 86,410 shares of New England Power Company's
     (NEP) 4.56% Dividend Series Preferred Stock, 43,924 shares
     of NEP's 4.60% Dividend Series Preferred Stock, 40,250
     shares of NEP's 4.64% Dividend Series Preferred Stock,
     64,204 shares of NEP's 6.08% Dividend Series Preferred
     Stock, and 56,127 shares of NEP's 6.00% Cumulative Preferred
     Stock.

     The tendering holders of all of the above shares were paid
     by the Depositary on December 19, 1997, except for the
     holder of 521 shares of NECO's 4.50% Series Cumulative
     Preferred Stock, who was paid on January 7, 1998.

     NEES continues to hold the 290,915 shares of NEP's Preferred
     Stock mentioned above.  On December 31, 1997, NEES donated
     all preferred shares of MECO and NECO tendered to NEES to
     MECO and NECO, respectively, as a capital contribution. 
     These preferred shares purchased from MECO and NECO were
     cancelled and retired on December 31, 1997, except for 521
     shares of NECO's 4.50% Series Cumulative Preferred Stock,
     which are in the process of being cancelled and retired. 

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

                            SIGNATURE
                            ---------

     Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Certificate of Notification (Commission's File No. 70-9143) 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
                                 Vice President and
                                 Treasurer


Date: January 20, 1998










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
- -----------            -----------               ----

   F          Past Tense Opinion of Counsel      Filed herewith

EX-5

                                               EXHIBIT F

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



                                   January 16, 1998



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

     Re:  File No. 70-9143

Dear Commissioners:

     The statement on Form U-1 as amended, relating to the
amendment of corporate documents restricting the issuance of
unsecured debt of certain utility subsidiaries of New England
Electric System (NEES) and the tender offer for the preferred
stock of said utilities by NEES, was permitted to become
effective by Commission's Order dated November 7, 1997, and a
further Order dated December 11, 1997.  I have reviewed the
following actions taken subsequent to the opinion of Kirk L.
Ramsauer and me dated December 5, 1997 which was filed as Exhibit
F to the statement on Form U-1, as amended, to carry out the
transactions described in the statement:

Amendment of Corporate Documents
- --------------------------------

     1.   As stated above, further appropriate action by your
          Commission under the Public Utility Holding Company Act
          of 1935 was taken by an Order dated December 11, 1997
          (HCAR No. 26796).

     2.   At a meeting held December 12, 1997, of the
          stockholders of Massachusetts Electric Company (Mass.
          Electric), 93% votes of the outstanding preferred
          shares and 100% of the common shares, each voting as a
          separate class, voted in favor of amendments to the
          Articles of Organization and By-Laws of Mass. Electric
          deleting the restrictions on unsecured indebtedness.

     3.   At a meeting held December 12, 1997, of the
          stockholders of The Narragansett Electric Company
          (Narragansett), 92% of the outstanding preferred stock
          voted in favor of amending the preferred stock
          preference provisions deleting the restrictions on
          unsecured indebtedness.  In a separate vote, 100% of
          the common shares voted in favor of amending the
          preferred stock preference provisions deleting the
          restrictions on unsecured indebtedness.  On December
          15, 1997, the directors of Narragansett also voted to
          amend the preferred stock preference provisions
          deleting the restrictions on unsecured indebtedness.

     4.   At a meeting held December 12, 1997, of the
          stockholders of New England Power Company (the Power
          Company), 91% of the Dividend Series Preferred
          shareholders and 99% of the Common and 6% Cumulative
          Preferred Stock (being the shares with general voting
          rights), each voting as a separate class, voted in
          favor of amendments to the Articles of Organization and
          By-Laws of the Power Company deleting the restrictions
          on unsecured indebtedness.

     5.   Pursuant to the tender offer which expired on December
          12, 1997, NEES purchased 47,185 shares of Mass.
          Electric's 4.44% Dividend Series Preferred Stock,
          47,470 shares of Mass. Electric's 4.76% Dividend Series
          Preferred Stock, 146,000 shares of Mass. Electric's
          6.99% Dividend Series Preferred Stock, and 407,839
          shares of Mass. Electric's 6.84% Preferred Stock-
          Cumulative.

     6.   Pursuant to the tender offer which expired on December
          12, 1997, NEES purchased 130,791 shares of
          Narragansett's 4.50% Series Cumulative Preferred Stock,
          88,783 shares of Narragansett's 4.64% Series Cumulative
          Preferred Stock, and 254,950 shares of Narragansett's
          6.95% Series Cumulative Preferred Stock.

     7.   Pursuant to the tender offer which expired on December
          12, 1997, NEES purchased 86,410 shares of the Power
          Company's 4.56% Dividend Series Preferred Stock, 43,924
          shares of the Power Company's 4.60% Dividend Series
          Preferred Stock, 40,250 shares of the Power Company's
          4.64% Dividend Series Preferred Stock, 64,204 shares of
          the Power Company's 6.08% Dividend Series Preferred
          Stock, and 56,217 shares of the Power Company's 6.00%
          Cumulative Preferred Stock.

     8.   On December 31, 1997, NEES donated all preferred shares
          of Mass. Electric and Narragansett purchased by it
          pursuant to the tender offers to the issuing companies
          as capital contributions.  The issuing companies
          thereafter cancelled and retired said donated shares
          (except for 521 shares of Narragansett preferred which
          are in the process of being cancelled and retired).

     With respect to the above described transactions, I have
reviewed the above mentioned opinion and I hereby confirm the
various opinions and statements contained therein.  It is my
further opinion that the foregoing transactions have been carried
out in accordance with the statement.

                                   Very truly yours,

                                   s/Robert King Wulff

                                   Robert King Wulff
                                   Corporation Counsel