NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1995-08-10
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 second quarter of 1995:

     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).

          To assist Nantucket Electric Company (NEC) in meeting
          its short-term needs for reliable energy, NEERI
          provided materials, delivery, installation,
          interconnection and start-up testing services for a
          fully automated two unit diesel driven electric
          generating plant at the existing NEC Airport
          Generating Station.  The work took place at NEC and
          New England Electric facilities pursuant to a letter
          agreement and has been completed.  The total
          compensation under the agreement was recognized during
          the third quarter of 1994.  The agreement provides for
          billing over a three year period at $25,070 per month
          effective the month immediately following the notice
          to proceed by NEC.  As of June 30, 1995, $576,610 had
          not yet been billed in accordance with the agreement
          ($275,770 included in Accounts Receivable and $300,840
          included in Deferred Charges and Other Assets).

          In addition, NEERI has entered into a consulting
          services agreement with NEC to evaluate and refine
          their Demand Side Management Program.  The consulting
          took place at NEES and NEC facilities.  No
          compensation was recognized during the second quarter.

          NEERI undertook consulting activities for the
          Hungarian Electricity Board pursuant to Agreements
          with the Hungarian Electricity Board and the United
          States Energy Association.  The consulting activities
          took place at New England Electric facilities and in
          Hungary.  No compensation was recognized during the
          second quarter.

          NEERI entered into a consulting services agreement
          with REBIS, Inc. to provide consulting and programming
          services in Walnut Creek, California and at New 
<PAGE>
          England Electric facilities.  The agreement, which
          shall be in effect until the end of 1995, provides for
          monthly billing.  $9,250.90 was recognized during the
          second quarter.

          NEERI entered into a consulting engineering services
          agreement with International Resources Group Ltd. to
          write a technical paper on independent transmission
          projects.  The consulting took place at New England
          Electric facilities.  The agreement, which expired in
          April, 1995, provided for payment upon completion of
          the work.  No compensation was recognized during the
          second quarter.

          NEERI entered into a consulting services agreement
          with Washington International Energy Group to gather
          information on the Quebec-New England High Voltage
          Direct Current Multi-terminal Interconnection.  The
          consulting took place at New England Electric
          facilities.  The agreement, which shall be in effect
          until December 31, 1995, provides for monthly billing. 
          $5,000 was recognized during the second quarter.

          NEERI entered into a consulting services agreement
          with the Electricity Corporation of New Zealand (ECNZ)
          (i) to review and provide feedback on an asset
          management plan, and (ii) to research and report on
          what information U.S. and other international
          utilities disclose or make available to the public. 
          The consulting took place at ECNZ offices and at New
          England Electric facilities.  The agreement provides
          for monthly billing.  $22,803.55 was recognized during
          the second quarter.

          NEERI entered into a consulting arrangement pursuant
          to a letter agreement with Power Technologies Ltd. of
          Knutsford, England to assist on a study for Northern
          Ireland Electricity (NIE).  The study addresses the
          feasibility of NIE interconnecting with Scotland via a
          500 MW HVDC submarine cable system.  The consulting is
          taking place in Belfast, Ireland and at New England
          Electric facilities.  The arrangement, which shall be
          in effect until the work is completed (completion
          expected in the fourth quarter of 1995), provides for
          payment upon completion of the work.  No compensation
          was recognized during the second quarter.

     2.   As of June 30, 1995, NEES had purchased 1,000 shares
          of NEERI common stock and made subordinated loans
          totaling $3,298,999 to NEERI.

     3.   As of June 30, 1995, NEERI employed no permanent
          personnel.

     4.   As of June 30, 1995, NEERI had not purchased or
          received from associate companies of NEES any
          intellectual property.
<PAGE>
     5.   Attached in Exhibits A through C are a balance sheet,
          twelve months ending income statement, and statement
          of cash flow for NEERI.
          
          On May 23, 1995, NEERI invested $999,999 in Separation
          Technologies, Inc. (STI).  This investment is in the
          form of 153,846 shares of 6% cumulative convertible
          preferred stock.

          NEERI has invested $82,000 in research and development
          activities relating to an environmental technology.

          NEERI has expended approximately $165,520 in
          connection with preliminary research and development
          activities relating to potential investments in exempt
          wholesale generators and foreign utility companies. 
          $94,685 was spent for potential generation investments
          and $70,835 for potential transmission investments.

          NEERI had invested $250,000 in Quality Power Systems,
          Inc. (QPS).  The investment is in the form of a
          debenture due June 1, 2004, which may, at NEERI's
          option, be converted into common stock of QPS.  The
          debenture provides for quarterly interest payments
          after June 1, 1994, with the first payment due
          September 1, 1994.  At the time of this filing no
          payment had been received.  Due to the uncertainty
          involved in the payment of interest and repayment of
          principal, NEERI had written off the investment in the
          fourth quarter of 1994.  QPS is seeking additional
          financing to bring its product to market.  Although
          NEERI has authority to invest up to an additional
          $100,000 in QPS, NEERI has decided not to make an
          additional investment at this time.
<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:  August 10, 1995




<PAGE>


                          EXHIBIT INDEX



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

   A         Balance Sheet at June 30, 1995       Filed
             (Unaudited, subject to adjustment)   herewith


   B         Statement of Income and Retained     Filed
             Deficit for twelve months ended      herewith
             June 30, 1995 (Unaudited,
             subject to adjustment)


   C         Statement of Cash Flows for twelve   Filed
             months ended June 30, 1995           herewith
             (Unaudited, subject to adjustment)




<PAGE>

                                                       Exhibit A


              NEW ENGLAND ELECTRIC RESOURCES, INC.
                          Balance Sheet
                          June 30, 1995
               (Unaudited, Subject to Adjustment)




ASSETS
------

Current assets:
 Cash                                                $   53,149
 Accounts receivable                                    315,091
 Accounts receivable from associated companies           42,992
 Tax benefit receivable                                 503,374
                                                     ----------
    Total current assets                             $  914,606
                                                     ----------

Investment in Separation Technologies, Inc., at cost    999,999
Deferred charges and other assets                       300,840
                                                     ----------
    Total other assets                               $1,300,839
                                                     ----------
Total assets                                         $2,215,445
                                                     ==========

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

Current liabilities:
 Accounts payable to associated companies            $   37,983
 Accounts payable                                           629
 Accrued taxes                                           17,853
                                                     ----------
    Total current liabilities                        $   56,465
                                                      ---------

Parent company's investment:
 Common stock, par value $1 per share                     1,000
 Subordinated notes payable to parent                 3,298,999
 Paid-in capital
 Retained deficit parent                             (1,141,019)
                                                     ----------
    Total parent company's investment                $2,158,980
                                                     ----------
Total liabilities and parent company's investment    $2,215,445
                                                     ==========





<PAGE>
                                                            Exhibit B


                NEW ENGLAND ELECTRIC RESOURCES, INC.
              Statement of Income and Retained Deficit
              For the Twelve Months Ended June 30, 1995
                 (Unaudited, Subject to Adjustment)




INCOME
------

Services rendered to nonassociated companies        $ 1,069,599
Miscellaneous income or loss                           (250,000)
                                                    -----------
         TOTAL INCOME                               $   819,599
                                                    -----------


EXPENSE
-------

Outside services employed                           $ 2,019,885
Taxes other than income taxes                                 0
Income taxes                                           (418,868)
                                                    -----------
         TOTAL EXPENSE                              $ 1,601,017
                                                    -----------
         NET INCOME OR (LOSS)                       $  (781,418)
                                                    ===========

Retained earnings/(deficit) at beginning of period  $  (359,601)
                                                    -----------
Retained earnings/(deficit) at end of period        $(1,141,019)
                                                    ===========




<PAGE>
                                                     Exhibit C


             NEW ENGLAND ELECTRIC RESOURCES, INC.
                    Statement of Cash Flows
           For the Twelve Months Ended June 30, 1995
              (Unaudited, Subject to Adjustment)




Operating Activities:
 Net income/(loss)                                $  (781,418)
 Adjustments to reconcile net loss to
   net cash provided by operating
   activities:
   (Increase)/decrease in tax benefit receivable     (355,769)
   (Increase)/decrease in accounts receivable        (281,797)
   Increase/(decrease) in accounts payable            (79,802)
   Increase/(decrease) in accrued taxes                17,397
   (Increase)/decrease in deferred charges and
      other assets                                   (300,840)
                                                  -----------
Net cash provided by operating activities         $(1,782,229)
                                                  -----------

Investing Activities:
 Investment in Separation Technologies, Inc.,                
      at cost                                     $  (999,999)

Financing Activities:
 Subordinated notes payable to parent-issues      $ 2,798,999
 Proceeds from common stock issued                          0
                                                  -----------
Net cash used in financing activities             $ 2,798,999
                                                  -----------
Net increase/(decrease) in cash and cash
 equivalents                                           16,771

Cash and cash equivalents at beginning of period       36,378
                                                  -----------
Cash and cash equivalents at end of period        $    53,149
                                                  ===========





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