35-CERT

                                             File No. 70-9417


                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  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 29, 1999, certain
transactions covered by the Application/Declaration on Form U-1
and amendments thereto, File No. 70-9417, and in the Order of the
Securities and Exchange Commission with respect thereto dated
January 27, 1999 (HCAR No. 26969) have been carried out, in
accordance with the terms and conditions of and for the purposes
represented in said Form U-1 and the Order of the Commission.

     Metrowest Realty LLC (the Property Company) was organized as
a Delaware limited liability company with New England Electric
System (NEES) as the sole member.

     NEES made investments in the Property Company in the amounts
of a capital contribution of one million dollars and open account
advances of ten million dollars.

     The Property Company purchased the headquarters complex on
Research Drive, Westborough, Massachusetts, from John Hancock
Mutual Life Insurance Company for $8,064,000.

     The Property Company purchased the service building on Salem
Turnpike (Route 114), North Andover, Massachusetts from John
Hancock for $2,936,000.

     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, the undersigned company has duly caused this
Certificate of Notification (Commission's File No. 70-9417) to be
signed on its behalf by the undersigned officer thereunto duly
authorized.

                              NEW ENGLAND ELECTRIC SYSTEM


                                  s/John G. Cochrane
                              By                                  

                                 John G. Cochrane
                                 Treasurer


Dated: February 5, 1999



     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
      ===================================================



                                   February 5, 1999


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

     Re: File No. 70-9417

Dear Commissioners:

     The Application/Declaration on Form U-1 and amendments
thereto filed in the above proceeding were permitted to become
effective by the Commission's Order dated January 27, 1999 (HCAR
No. 26969).  As counsel for the New England Electric System
(NEES) and Metrowest Realty LLC (the Property Company), I have
reviewed the actions taken subsequent to my opinion dated January
22, 1999, to complete the transactions as contemplated in the
Statement:

     NEES made a capital contribution to Metrowest in the amount
     of one million dollars and open account advances of ten
     million dollars.

     The Property Company purchased two parcels of real estate
     from John Hancock Mutual Life Insurance Company.

     I have reviewed the above mentioned opinion, which was filed
by amendment as Exhibit F to the Statement, and I hereby confirm
the various opinions and statements contained therein.  It is my
further opinion that:

  (a)     The foregoing transaction has been carried out in
          accordance with the Application/Declaration and the
          Commission's Order (HCAR 35- 26969) with respect
          thereto;

  (b)     All state laws applicable to the transaction have been
          complied with;

  (c)     The Property Company was validly organized and is duly
          existing;

  (d)     NEES legally acquired the interest in the Property
          Company;

  (e)     The Property Company legally acquired the Service
          Building and the Headquarters Complex from John Hancock
          Mutual Life Insurance Company; and

                               -2-


  (f)     The consummation of the transaction did not violate the
          legal rights of the holders of any securities issued by
          NEES, the Property Company, or any associate company
          thereof.

                                   Very truly yours,

                                   s/Robert King Wulff

                                   Robert King Wulff
                                   Corporation Counsel