NEW ENGLAND ELECTRIC SYSTEM
35-CERT, 1998-02-17
ELECTRIC SERVICES
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<PAGE>
                                             File No.70-8901/70-9109


                   CERTIFICATE OF NOTIFICATION

                            (Rule 24)

                SECURITIES AND EXCHANGE COMMISSION

                                by

                NEW ENGLAND ELECTRIC SYSTEM (NEES)

  It is hereby certified that the transactions detailed below, which were
covered by the Statements on Form U-l as amended and the Orders of the
Securities and Exchange Commission dated October 9, 1996 and December 10, 1997
with respect thereto, have been carried out in accordance with the terms and
conditions of and for the purposes represented in said Statements and Orders
of the Commission as follows:

  During the quarter ended December 31, 1997, NEES made new money borrowings
as indicated in Exhibit A-1 hereto.  The maximum concurrent amount of short-
term borrowings outstanding during the quarter and the amount outstanding at
the end of the quarter is shown in Exhibit A-1.

  The required "Past Tense" Opinion of Counsel is filed herewith.





                            SIGNATURE

  Pursuant to the requirements of the Public Utility Holding Company Act of
l935, the undersigned company has duly caused this certificate of notification
to be signed on its behalf by the undersigned officer thereunto duly
authorized.

                             NEW ENGLAND ELECTRIC SYSTEM

                                                      s/Michael E. Jesanis
                                
                             By                          
                                Michael E. Jesanis
                                Vice President and Treasurer

Date: February 17, 1998

The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth of Massachusetts.  Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer
or agent thereof assumes or shall be held to any liability therefor.



<PAGE>
                          EXHIBIT INDEX


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

 A-1          Borrowing Log             Filed
                                        herewith

  F           Past Tense Opinion        Filed
              of Counsel                herewith



<PAGE>
<TABLE>
                                                                                               Exhibit A-1
                                          NEW ENGLAND ELECTRIC SYSTEM (TRUST)     
                                                 BORROWING LOG
<CAPTION>
                                         TYPE OF       INT. RATE       #   MATURITY      DAILY       TOTAL       $000'S       CUM
  DATE      INSTRUMENT   INSTITUTION   TRANSACTION    NOM.  EFFEC.    DAYS   DATE      INTEREST     INTEREST    INVESTED     AMOUNT
  ----      ----------   -----------   -----------    ------------    ----   ----      --------     --------    --------     ------
<S>       <C>       <C>            <C>       <C>  <C>       <C>  <C>       <C>       <C>       <C>       <C>

             BEGINNING TOTAL @ 10/ 1/97                                                                                          0
12/11/97:
             BK NOTE     FNBB         NEW MONEY     6.375%   6.375%     7   12/18/97      885.42       6197.92        5000
                                                                                                                               5000
12/17/97:
             COMM PAP    MER LYNCH    NEW MONEY     6.030%   6.049%    19    1/ 5/98      837.50      15912.50        5000
                                                                                                                              10000
12/18/97:
             COMM PAP    MER LYNCH    NEW MONEY     6.050%   6.068%    18    1/ 5/98      420.14       7562.50        2500
             MATURITIES                                                                                          (  5000)
                                                                                                                    ------
             DAILY TOTAL                                                                                          (  2500)
                                                                                                                               7500
12/19/97:
             COMM PAP    MER LYNCH    NEW MONEY     5.600%   5.603%     3   12/22/97     2177.78       6533.33       14000
             COMM PAP    MER LYNCH    NEW MONEY     5.650%   5.653%     3   12/22/97     5022.22      15066.67       32000
             COMM PAP    MER LYNCH    NEW MONEY     5.900%   5.962%    63    2/20/98      163.89      10325.00        1000
             COMM PAP    1 ST BOST    NEW MONEY     6.000%   6.032%    32    1/20/98      833.33      26666.67        5000
             COMM PAP    1 ST BOST    NEW MONEY     5.900%   5.959%    60    2/17/98      819.44      49166.67        5000
             COMM PAP    1 ST BOST    NEW MONEY     5.800%   5.885%    90    3/19/98      805.56      72500.01        5000
             COMM PAP    1 ST BOST    NEW MONEY     5.620%   5.623%     3   12/22/97     4683.33      14050.00       30000
                                                                                                                    ------
             TOTAL BORROWINGS                                                                                       92000
                                                                                                                              99500
12/22/97:
             COMM PAP    1 ST BOST    ROLLOVER      5.650%   5.651%     1   12/23/97     4708.33       4708.33       30000
             COMM PAP    MER LYNCH    ROLLOVER      5.630%   5.631%     1   12/23/97     5004.44       5004.44       32000
             COMM PAP    MER LYNCH    ROLLOVER      6.000%   6.035%    35    1/26/98      833.33      29166.67        5000
             COMM PAP    MER LYNCH    ROLLOVER      5.900%   5.963%    64    2/24/98      655.56      41955.56        4000
             COMM PAP    MER LYNCH    ROLLOVER      5.800%   5.886%    91    3/23/98      805.56      73305.56        5000
                                                                                                                    ------
             TOTAL BORROWINGS                                                                                       76000
             MATURITIES                                                                                          ( 76000)
                                                                                                                    ------
             DAILY TOTAL                                                                                               0
                                                                                                                              99500
12/23/97:
             COMM PAP    MER LYNCH    ROLLOVER      5.700%   5.705%     6   12/29/97     5066.67      30400.00       32000
             COMM PAP    1 ST BOST    ROLLOVER      5.650%   5.655%     6   12/29/97     4708.33      28250.00       30000
             COMM PAP    1 ST BOST    NEW MONEY     5.650%   5.655%     6   12/29/97      235.42       1412.50        1500
                                                                                                                    ------
             TOTAL BORROWINGS                                                                                       63500
             MATURITIES                                                                                          ( 62000)
                                                                                                                    ------
             DAILY TOTAL                                                                                            1500
                                                                                                                             101000
<PAGE>
12/29/97:
             COMM PAP    MER LYNCH    ROLLOVER      5.600%   5.601%     1   12/30/97     4977.78       4977.78       32000
             COMM PAP    1 ST BOST    ROLLOVER      5.650%   5.651%     1   12/30/97     4943.75       4943.75       31500
                                                                                                                    ------
             TOTAL BORROWINGS                                                                                       63500
             MATURITIES                                                                                          ( 63500)
                                                                                                                    ------
             DAILY TOTAL                                                                                               0
                                                                                                                             101000
12/30/97:
             COMM PAP    MER LYNCH    ROLLOVER      6.250%   6.253%     3    1/ 2/98     3472.22      10416.67       20000
             COMM PAP    MER LYNCH    NEW MONEY     6.250%   6.253%     3    1/ 2/98      173.61        520.83        1000
             COMM PAP    MER LYNCH    ROLLOVER      5.650%   5.728%    87    3/27/98     1883.33     163850.02       12000
             COMM PAP    1 ST BOST    ROLLOVER      5.640%   5.718%    87    3/27/98     2467.50     214672.48       15750
             COMM PAP    1 ST BOST    ROLLOVER      5.640%   5.715%    84    3/24/98     2467.50     207269.98       15750
                                                                                                                    ------
             TOTAL BORROWINGS                                                                                       64500
             MATURITIES                                                                                          ( 63500)
                                                                                                                    ------
             DAILY TOTAL                                                                                            1000
                                                                                                                             102000

                                           TEMPORARY BORROWING STATISTICS
                                           ------------------------------
                                               10/ 1/97 TO 12/31/97
                                               --------------------

BORROWINGS AT             12/31/97                  $102000000

</TABLE>


<PAGE>



                                             Exhibit F


      25 Research Drive, Westborough, Massachusetts 01582
      ===================================================



                              February 13, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Re:  New England Electric System Issuance and Sale of Short-Term Notes

     File No. 70-8901

Dear Commissioners:

     The statement on Form U-1, as amended, relating to short- term
borrowings by New England Electric System, in amounts not to exceed the
maximum aggregate amount of $100 million outstanding at any one time, became
effective pursuant to the Commission's Order dated October 9, 1996 (HCAR 35-
26589) (the October Order).  The Company made no borrowings under the October
Order.  The October Order has been superseded by the Commission's Order dated
December 10, 1997 (HCAR 35-26793).

     I have reviewed my opinion dated September 23, 1996.  I confirm the
opinions therein.

                              Very truly yours,

                              s/Kirk L. Ramsauer

                              Kirk L. Ramsauer
                              Associate General Counsel






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