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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 fourth quarter of 1996:
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 had no significant activity in the quarter
ending December 31, 1996.
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: February 13, 1997
