NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1994-02-14
ELECTRIC SERVICES
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<PAGE>
                                                      File No.: 70-7950


                          CERTIFICATE OF NOTIFICATION

                                   (Rule 24)

                      SECURITIES AND EXCHANGE COMMISSION

                                      BY

                 NEW ENGLAND ELECTRIC RESOURCES, INC. (NEERI)


      In accordance with the order of the Securities and Exchange
Commission dated September 4, 1992, the following is a report for
the fourth quarter of 1993:

      1.    NEERI is a Massachusetts corporation which was formed
            in January 1992.  NEERI was not capitalized until
            October 13, 1992 when one thousand shares of NEERI
            common stock were issued to New England Electric System
            (NEES).

            During the quarter ended December 31, 1993, NEERI
            undertook consulting activities for the Hungarian
            Electricity Board pursuant to Agreements with the
            Hungarian Electricity Board and the United States
            Energy Association (USEA).  The consulting activities
            took place at New England Electric facilities and in
            Hungary.  No compensation was recognized during the
            fourth quarter.

            NEERI is providing consulting to the Central Vermont
            Public Service Corporation (CVPS), providing an impact
            evaluation of CVPS's residential new construction
            program.  The consulting work is taking place in and
            around Rutland, Vermont and also at New England
            Electric facilities.  The terms are set forth in a
            Consulting Service Agreement with CVPS which provides
            for monthly billing for consulting.  The compensation
            recognized during the fourth quarter was $10,445.

            Pursuant to a subcontracting consulting agreement with
            Kemper Management Services (Kemper), NEERI is
            evaluating the commercial and industrial demand side
            management programs of Consolidated Edison of New York,
            Inc.  The consulting work is taking place in New York
            and also at New England Electric facilities.  The
            compensation recognized in the fourth quarter was
            $12,036.

<PAGE>
            NEERI undertook consulting activities for the Mexican
            Ministry of Energy, Mines, and State Enterprises.  The
            consulting work took place in Mexico and also at New
            England Electric facilities pursuant to a letter
            agreement.  Compensation recognized in the fourth
            quarter was $3,000.

      2.    As of December 31, 1993, NEES had purchased 1,000
            shares of NEERI common stock and made a $265,000
            subordinated loan to NEERI.

      3.    As of December 31, 1993, NEERI employed no permanent
            personnel.  Certain employees of NEPSCO have billed
            time to NEERI under the terms of the Service Agreement
            filed with Form U-1. 

      4.    As of December 31, 1993, NEERI had not purchased or
            received from associate companies of NEES any
            intellectual property.

      5.    Attached in Exhibits A through C are a balance sheet,
            twelve months ending income statement, and statement of
            cash flow for NEERI.

<PAGE>
                                   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. 70-7950) to be
signed on its behalf by the undersigned officer thereunto duly
authorized.


                                NEW ENGLAND ELECTRIC RESOURCES, INC.


                                     s/ John G. Cochrane
                                By: _________________________________
                                    John G. Cochrane
                                    Treasurer


Date:  February 14, 1994



<PAGE>


                                 EXHIBIT INDEX



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

    A           Balance Sheet at December 31, 1993                  Filed
                (Unaudited, subject to adjustment)                  herewith


    B           Statement of Income for twelve months               Filed
                ended December 31, 1993                             herewith
                (Unaudited, subject to adjustment)


    C           Statement of Cash Flows for twelve months           Filed
                ended December 31, 1993                             herewith
                (Unaudited, subject to adjustment)




<PAGE>

                                                                     Exhibit A


                     NEW ENGLAND ELECTRIC RESOURCES, INC.
                                 Balance Sheet
                               December 31, 1993
                      (Unaudited, Subject to Adjustment)




ASSETS
- ------

Current assets:
 Cash                                                               $  65,034
 Accounts receivable                                                   28,740
 Accounts receivable from associated companies                         20,186
 Tax benefit receivable                                                61,600
                                                                    ---------
     Total current assets                                           $ 175,560
                                                                    =========


LIABILITIES AND PARENT COMPANY'S INVESTMENT
- -------------------------------------------

Current liabilities:
 Accounts payable to associated companies                           $ 102,914
 Accounts payable                                                       6,067
 Accrued taxes                                                            456
                                                                    ---------
     Total current liabilities                                        109,437
                                                                    ---------

Parent company's investment:
 Subordinated notes payable to parent                                 265,000
 Common stock, par value $1 per share                                   1,000
 Paid-in capital
 Retained deficit                                                    (199,877)
                                                                    ---------
     Total parent company's investment                                 66,123
                                                                    ---------
     Total current liabilities and parent company's investment     $  175,560
                                                                    =========




<PAGE>
                                                                  Exhibit B


                   NEW ENGLAND ELECTRIC RESOURCES, INC.
                        Statement of Income (Loss)
               For the Twelve Months Ended December 31, 1993
                    (Unaudited, Subject to Adjustment)




INCOME
- ------

Services rendered to nonassociated companies                    $  58,609
Miscellaneous income or loss                                             
                                                                ---------
           TOTAL INCOME                                            58,609
                                                                ---------


EXPENSE
- -------

Outside services employed                                         247,595
Taxes other than income taxes                                         456
Income taxes                                                      (71,371)
                                                                ---------
           TOTAL EXPENSE                                          176,680
                                                                ---------
           NET INCOME OR (LOSS)                                  (118,071)
                                                                ---------

Retained earnings/(deficit) at beginning of period                (81,806)
                                                                ---------
Retained earnings/(deficit) at end of period                    $(199,877)
                                                                =========




<PAGE>
                                                                     Exhibit C


                     NEW ENGLAND ELECTRIC RESOURCES, INC.
                            Statement of Cash Flows
                 For the Twelve Months Ended December 31, 1993
                      (Unaudited, Subject to Adjustment)




Operating Activities:
 Net loss                                                           $(118,071)
 Adjustments to reconcile net loss to net cash provided
  by operating activities:
 (Increase)/decrease in tax benefit receivable                        (22,300)
 (Increase)/decrease in accounts receivable                           (48,926)
 Increase/(decrease) in accounts payable                              (11,669)
 Increase/(decrease) in accrued taxes                                       0
                                                                    ---------
         Net cash provided by operating activities                  $(200,966)
                                                                    ---------


Financing Activities:
 Subordinated notes payable to parent-issues                        $ 265,000
 Proceeds from common stock issued                                          0
                                                                    ---------
         Net cash used in financing activities                        265,000
                                                                    ---------
Net increase/(decrease) in cash and cash equivalents                   64,034

Cash and cash equivalents at beginning of period                        1,000
                                                                    ---------
Cash and cash equivalents at end of period                          $  65,034
                                                                    =========





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