SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.

                                  FORM U-6B-2

                          Certificate of Notification


    Filed by a registered holding company or subsidiary thereof pursuant to
Rule U-20-(d) or U-47 adopted under the Public Utility Holding Company Act of
1935.

Certificate is filed by:  New England Power Company

    This certificate is notice that the above-named company has issued,
renewed or guaranteed the security or securities described herein which issue,
renewal or guaranty was exempted from the provisions of Section 6(a) of the
Act and was neither the subject of a declaration or application on Form U-1
nor included within the exemption provided by Rule U-48.

1.  Type of the security or securities: 

    General and Refunding Mortgage Bonds, Series R, Variable Rate, due 2020,
    $10,000,000 (the G&R Bonds).

2.  Issue, renewal or guaranty:

    Issuance.

3.  Principal amount of each security:

    $10,000,000 G&R Bonds.

4.  Rate of interest per annum of each security:

    Variable.

5.  Date of issue, renewal or guaranty of each security:

    Date of issuance:  February 15, 1995.

6.  If renewal of security, give date of original issue:

    N/A.

7.  Date of maturity of each security:

    November 1, 2020.

8.  Name of the person to whom each security was issued, renewed or
    guaranteed:

    The G&R Bonds were issued to BayBank, as trustee, for the pollution
    control revenue refunding bonds issued by the Business Finance Authority
    of the State of New Hampshire (BFA).

9.  Collateral given with each security, if any:

    For the G&R Bonds:  Supplemental General and Refunding Mortgage Indenture.

10. Consideration received for each security:

    $10,000,000 was received as a loan from BFA, secured by the issuance of
    the G&R Bonds.


                                      -2-


11. Application of proceeds of each security:

    $10,000,000 were used to redeem the following securities on February 15,
    1995:  $10,000,000 General and Refunding Mortgage Bonds, Series T,
    Variable Rate, due 2020.

12. Indicate by a check after the applicable statement below whether the
    issue, renewal or guaranty of each security was exempt from the provisions
    of Section 6(a) because of

    (   )  a.  the provisions contained in the first sentence of Section 6(b).

    (   )  b.  the provisions contained in the fourth sentence of Section
               6(b).

    ( x )  c.  the provisions contained in any rule of the Commission other
               than Rule U-48.

13. If the security or securities were exempt from the provisions of Section
    6(a) by virtue of the first sentence of Section 6(b), give the figures
    which indicate that the security or securities aggregate (together with
    all other than outstanding notes and drafts of a maturity of nine months
    or less, exclusive of days of grace, as to which such company is primarily
    or secondarily liable) not more than 5 per centum of the principal amount
    and par value of the other securities of such company then outstanding.

         N/A.

14. If the security or securities are exempt from the provisions of Section
    6(a) because of the fourth sentence of Section 6(b), name the security
    outstanding on January 1, 1935, pursuant to the terms of which the
    security or securities herein described have been issued.

         N/A.

15. If the security or securities are exempt from the provisions of Section
    6(a) because of any rule of the Commission other than Rule U-48, designate
    the rule under which exemption is claimed.

         Rule 52.



                                NEW ENGLAND POWER COMPANY


                                   s/ John G. Cochrane
                                By                             
                                   John G. Cochrane
                                   Assistant Treasurer

Date:  February 22, 1995