NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1996-11-13
ELECTRIC SERVICES
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<PAGE>
                                             File No.: 70-8783



                   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 April 15, 1996, the following is a report for
the third quarter of 1996:

     1.   In July, 1996 NEERI International, a wholly-owned
          subsidiary of NEERI, was formed under the laws of the
          Cayman Islands.  NEERI owns two shares of NEERI
          International, which will serve as a Project Parent for
          prospective EWG/FUCO investments under File No.
          70-8783.  NEERI International has no employees, and has
          had no activity as of September 30, 1996.

     2.   Attached in Exhibits A through C are a balance sheet,
          twelve months ending income statement, and a 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. 70-8783) 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: November 13, 1996






<PAGE>


                          EXHIBIT INDEX



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

   A         Balance Sheet at September 30, 1996       Filed
             (Unaudited, subject to adjustment)        herewith


   B         Statement of Income and Accumulated       Filed
             Deficit for twelve months ended           herewith
             September 30, 1996 (Unaudited,
             subject to adjustment)


   C         Statement of Cash Flows for twelve        Filed
             months ended September 30, 1996           herewith
             (Unaudited, subject to adjustment)




<PAGE>

                                                        Exhibit A

               NEW ENGLAND ELECTRIC RESOURCES, INC.
                          Balance Sheet
                        September 30, 1996
                (Unaudited, Subject to Adjustment)
ASSETS
- ------

Current assets:
 Cash                                                        $   487,810
 Accounts receivable                                             336,868
 Accounts receivable from associated companies                     3,021
 Tax benefit receivable                                          454,042
                                                             -----------
    Total current assets                                       1,281,741
                                                             -----------

Investment in Separation Technologies, Inc.,
   at cost                                                       999,999
Investment in Monitoring Technologies, Inc.,
   at cost                                                       475,001
                                                             -----------
    Total other assets                                         1,475,001
                                                             -----------
Total assets                                                 $ 2,756,741
                                                             ===========

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

Current liabilities:
 Accounts payable to associated companies                    $    79,650
 Accounts payable                                                 19,844
 Accrued taxes                                                   137,898
                                                             -----------
    Total current liabilities                                    237,392
 
 Accumulated deferred income taxes                                81,900
                                                             -----------
Total liabilities                                                319,292

Parent company's investment:
 Common stock, par value $1 per share                              1,000
 Subordinated notes payable to parent                          6,748,999
 Paid-in capital                                                       0
 Accumulated deficit                                          (4,312,550)
                                                             -----------
    Total parent company's investment                          2,437,449
                                                             -----------
Total liabilities and parent company's
 investment                                                  $ 2,756,741
                                                             ===========



<PAGE>
                                                        Exhibit B


               NEW ENGLAND ELECTRIC RESOURCES, INC.
           Statement of Income and Accumulated Deficit
          For the Twelve Months Ended September 30, 1996
                (Unaudited, Subject to Adjustment)




INCOME
- ------

Services rendered to nonassociated companies                 $   472,524
Miscellaneous income or loss                                           0
                                                             -----------
         Total Income                                        $   472,524
                                                             -----------


EXPENSE
- -------

Administrative and General Expenses                          $ 5,203,308
Income taxes                                                  (1,689,010)
                                                             -----------
         Total Expenses                                        3,514,298
                                                             -----------
         Net Income/(Loss)                                   $(3,041,774)
                                                             ===========

Accumulated deficit at beginning of period                    (1,270,776)
                                                             -----------
Accumulated deficit at end of period                         $(4,312,550)
                                                             ===========



<PAGE>
                                                      Exhibit C


              NEW ENGLAND ELECTRIC RESOURCES, INC.
                    Statement of Cash Flows
         For the Twelve Months Ended September 30, 1996
               (Unaudited, Subject to Adjustment)




Operating Activities:
 Net loss                                                   $(3,041,774)
 Adjustments to reconcile net loss to
   net cash provided by operating
   activities:
   Deferred income taxes                                       (217,500)
   (Increase)/decrease in tax benefit receivable                (95,590)
   (Increase)/decrease in accounts receivable                   (40,368)
   Increase/(decrease) in accounts payable                       48,900
   Increase/(decrease) in accrued taxes                         137,898
   (Increase)/decrease in deferred charges and
      other assets                                              225,630
                                                            -----------
Net cash provided by operating activities                   $(2,982,804)
                                                            ===========

Investing Activities:
   Investment in Monitoring Technologies, Inc.,
      at cost                                               $  (475,001)
                                                            -----------

Net cash used in investing activities                       $  (475,001)
                                                            ===========

Financing Activities:
 Subordinated notes payable to parent-issues                $ 3,775,000
 Proceeds from common stock issued                                    0
                                                            -----------
Net cash used in financing activities                       $ 3,775,000
                                                            ===========
Net increase/(decrease) in cash and cash
 equivalents                                                $   317,195
Cash and cash equivalents at beginning of period                170,615
                                                            -----------
Cash and cash equivalents at end of period                  $   487,810
                                                            ===========





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