SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549


                            FORM 10-Q

                         AMENDMENT NO. 1

  (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

        For the quarterly period ended September 30, 1994

                               OR

 ( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                 SECURITIES EXCHANGE ACT OF 1934

                  Commission File Number 0-898

                THE NARRAGANSETT ELECTRIC COMPANY

       (exact name of registrant as specified in charter)


Rhode Island
(State or other
jurisdiction of
incorporation or
organization)


05-0187805
(I.R.S. Employer
Identification No.)
            280 Melrose Street, Providence, RI 02901
(Address of principal executive offices)

Registrant's telephone number, including area code
                         (401) 941-1400

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                        Yes (X)    No ( )

Common Shares, par value $50 per share, authorized and
outstanding:  1,132,487 shares at September 30, 1994.

     The undersigned registrant hereby amends its Quarterly
Report on Form 10-Q for the quarterly period ended September 30,
1994 by (i) adding Note C to the unaudited financial statements,
concerning a change in accounting principle, to Part I - Item 1
Financial Statements and (ii) by adding Exhibit 18 to Part II -
Item 6  Exhibits and Reports on Form 8-K.  Part I - Item 1 and
Part II - Item 6 are restated in their entirety below:

PART I FINANCIAL INFORMATION
Item 1. Financial Statements
- ----------------------------

                        THE NARRAGANSETT ELECTRIC COMPANY
                              Statements of Income
                           Periods Ended September 30
                                   (Unaudited)

                                               Quarter           Nine Months
                                               -------           -----------
                                          1994      1993      1994       1993
                                          ----      ----      ----       ----
                                                     (In Thousands)
                                                              
Operating revenue                       $137,014  $136,174  $366,275   $367,850
                                        --------  --------  --------   --------
Operating expenses:
  Purchased electric energy, principally from
   New England Power Company, an affiliate84,859    89,381   228,436    237,380
  Other operation                         19,126    17,659    52,454     53,639
  Maintenance                              3,112     2,608     9,339      9,430
  Depreciation                             6,650     4,652    19,980     13,727
  Taxes, other than federal income taxes   8,975     9,198    27,414     27,452
  Federal income taxes                     3,355     2,915     4,594      4,304
                                        --------  --------  --------   --------
       Total operating expenses          126,077   126,413   342,217    345,932
                                        --------  --------  --------   --------
       Operating income                   10,937     9,761    24,058     21,918

Other income:
  Allowance for equity funds used
   during construction                       343       139       961        294
  Other income (expense) - net              (194)       23    (1,246)    (1,017)
                                        --------  --------  --------   --------
       Operating and other income         11,086     9,923    23,773     21,195
                                        --------  --------  --------   --------

Interest:
  Interest on long-term debt               3,675     3,261    10,489      9,454
  Other interest                             685       387     1,913      1,364
  Allowance for borrowed funds used during
   construction - credit                    (504)     (160)   (1,160)      (351)
                                        --------  --------  --------   --------
       Total interest                      3,856     3,488    11,242     10,467
                                        --------  --------  --------   --------

       Net income                       $  7,230  $  6,435  $ 12,531   $ 10,728
                                        ========  ========  ========   ========



                         Statements of Retained Earnings


Retained earnings at beginning of period$ 84,755  $ 74,326  $ 81,659   $ 74,207
Net income                                 7,230     6,435    12,531     10,728
Dividends declared on cumulative
  preferred stock                           (535)     (619)   (1,607)    (1,396)
Dividends declared on common stock        (1,132)     (566)   (2,265)    (3,963)
Premium on redemption of preferred stock              (361)                (361)
                                        --------  --------  --------   --------
Retained earnings at end of period      $ 90,318  $ 79,215  $ 90,318   $ 79,215
                                        ========  ========  ========   ========

   The accompanying notes are an integral part of these financial statements.

   Per share data is not relevant because the Company's common stock is wholly
                      owned by New England Electric System.



                THE NARRAGANSETT ELECTRIC COMPANY
                      Statements of Income
                Twelve Months Ended September 30
                           (Unaudited)

                                                 1994     1993
                                                 ----     ----
                                                 (In Thousands)
                                                     
Operating revenue                             $481,453  $484,787
                                              --------  --------
Operating expenses:
 Purchased electric energy, principally from
  New England Power Company, an affiliate      301,952   310,343
 Other operation                                72,537    71,214
 Maintenance                                    12,088    12,294
 Depreciation                                   23,898    18,906
 Taxes, other than federal income taxes         35,808    35,955
 Federal income taxes                            4,465     5,968
                                              --------  --------
      Total operating expenses                 450,748   454,680
                                              --------  --------

      Operating income                          30,705    30,107

Other income:
 Allowance for equity funds used
  during construction                            1,210       303
 Other income (expense) - net                     (863)     (902)
                                              --------  --------

      Operating and other income                31,052    29,508
                                              --------  --------

Interest:
 Interest on long-term debt                     13,751    12,728
 Other interest                                  2,623     1,687
 Allowance for borrowed funds used during
  construction - credit                         (1,399)     (469)
                                              --------  --------
      Total interest                            14,975    13,946
                                              --------  --------

      Net income                              $ 16,077  $ 15,562
                                              ========  ========


                 Statements of Retained Earnings

Retained earnings at beginning of period      $ 79,215  $ 71,460
Net income                                      16,077    15,562
Dividends declared on cumulative
 preferred stock                                (2,143)   (1,784)
Dividends declared on common stock              (2,831)   (5,662)
Premium on redemption of preferred stock                    (361)
                                              --------  --------
Retained earnings at end of period            $ 90,318  $ 79,215
                                              ========  ========

The accompanying notes are an integral part of these financial statements.

Per share data is not relevant because the Company's common stock is wholly
              owned by New England Electric System.



                     THE NARRAGANSETT ELECTRIC COMPANY
                              Balance Sheets
                                (Unaudited)

                                                   September 30,December 31,
                                  ASSETS               1994         1993
                                  ------               ----         ----
                                                         (In Thousands)
                                                               
Utility plant, at original cost                     $596,058     $534,569
 Less accumulated provisions for depreciation        163,077      156,652
                                                    --------     --------
                                                     432,981      377,917
Construction work in progress                         37,520       43,660
                                                    --------     --------
   Net utility plant                                 470,501      421,577
                                                    --------     --------
Current assets:
 Cash                                                    328          838
 Accounts receivable:
   From sales of electric energy                      50,549       55,795
   Other (including $6,941,000 and $1,087,000 from affiliates)22,46211,701
     Less reserves for doubtful accounts               4,377        3,800
                                                    --------     --------
                                                      68,634       63,696
 Unbilled revenues                                    13,175
 Fuel, materials and supplies, at average cost         6,331        4,572
 Prepaid and other current assets                     12,232       11,515
                                                    --------     --------
     Total current assets                            100,700       80,621
                                                    --------     --------
Deferred charges and other assets                     55,381       53,709
                                                    --------     --------
                                                    $626,582     $555,907
                                                    ========     ========

                      CAPITALIZATION AND LIABILITIES
                      ------------------------------
Capitalization:
 Common stock, par value $50 per share,
   authorized and outstanding 1,132,487 shares      $ 56,624     $ 56,624
 Premiums on preferred stocks                            170          170
 Other paid-in capital                                45,000       45,000
 Retained earnings                                    90,318       81,659
                                                    --------     --------
     Total common equity                             192,112      183,453
 Cumulative preferred stock                           36,500       36,500
 Long-term debt                                      178,893      155,972
                                                    --------     --------
     Total capitalization                            407,505      375,925
                                                    --------     --------
Current liabilities:
 Short-term debt (including $23,625,000 and $19,725,000
   to affiliates)                                     33,625       19,725
 Accounts payable (including $48,903,000 and $43,468,000
   to affiliates)                                     55,708       51,005

Accrued liabilities:
 Taxes                                                 1,979        1,712
 Interest                                              3,134        4,921
 Other accrued expenses                               29,520       11,798
Customer deposits                                      5,524        5,622
Dividends payable                                      1,668        1,102
                                                    --------     --------
     Total current liabilities                       131,158       95,885
                                                    --------     --------
Deferred federal income taxes                         67,013       63,494
Unamortized investment tax credits                     8,645        9,026
Other reserves and deferred credits                   12,261       11,577
                                                    --------     --------
                                                    $626,582     $555,907
                                                    ========     ========

The accompanying notes are an integral part of these financial statements.



                     THE NARRAGANSETT ELECTRIC COMPANY
                         Statements of Cash Flows
                      Nine Months Ended September 30
                                (Unaudited)

                                                       1994         1993
                                                       ----         ----
                                                         (In Thousands)
                                                                
Operating Activities:
   Net income                                       $ 12,531     $ 10,728
   Adjustments to reconcile net income to net cash
     provided by operating activities:
   Depreciation                                       19,980       13,727
   Deferred federal income taxes and investment
     tax credit - net                                  1,198        1,562
   Allowance for funds used during construction       (2,121)        (645)
   Amortization of unbilled revenues                   4,105
   Early retirement program                                         2,705
   Decrease (increase) in accounts receivable,
     net, and unbilled revenues                      (18,113)      (7,863)
   Decrease (increase) in fuel, materials, and supplies(1,759)        606
   Increase (decrease) in accounts payable             4,703        3,145
   Increase (decrease) in other current liabilities   11,999       (1,367)
   Other, net                                            998       (2,455)
                                                    --------     --------
      Net cash provided by operating activities     $ 33,521     $ 20,143
                                                    --------     --------

Investing Activities:
   Plant expenditures, excluding allowance for
     funds used during construction                 $(66,725)    $(45,398)
   Other investing activities                           (900)
                                                    --------     --------
      Net cash used in investing activities         $(67,625)    $(45,398)
                                                    --------     --------

Financing Activities:
   Dividends paid on common stock                   $ (1,699)    $ (5,095)
   Dividends paid on preferred stock                  (1,607)      (1,233)
   Preferred stock - issues                                        20,000
   Preferred stock - retirements                                  (10,000)
   Premium on redemption of preferred stock                          (361)
   Long-term debt - issues                            23,000       27,500
   Long-term debt - retirements                                   (14,900)
   Premium on reacquisition of long-term debt                        (652)
   Changes in short-term debt                         13,900       10,700
                                                    --------     --------

      Net cash provided by financing activities     $ 33,594     $ 25,959
                                                    --------     --------

Net increase (decrease) in cash and cash equivalents$   (510)    $    704

Cash and cash equivalents at beginning of period         838          830
                                                    --------     --------
Cash and cash equivalents at end of period          $    328     $  1,534
                                                    ========     ========

Supplementary Information:
   Interest paid less amounts capitalized           $ 12,286     $ 11,122
                                                    --------     --------
   Federal income taxes paid                        $    703     $  2,934
                                                    --------     --------

The accompanying notes are an integral part of these financial statements.


Note A
- ------

     A 1986 Rhode Island Supreme Court decision held that the Rhode
Island Public Utilities Commission's (RIPUC) rate-making powers
include the authority to order refunds of amounts earned in excess
of an allowed return.  As a result, the RIPUC monitors the
Company's earnings on a continuous basis.


Note B - Hazardous Waste
- ------------------------

     The Federal Comprehensive Environmental Response, Compensation
and Liability Act, more commonly known as the "Superfund" law,
imposes strict, joint and several liability, regardless of fault,
for remediation of property contaminated with hazardous substances. 
Parties liable include past and present site owners and operators,
transporters that brought wastes to the site, and entities that
generated or arranged for disposal or treatment of wastes
ultimately disposed of at the site.

     The electric utility industry typically utilizes and/or
generates in its operations a range of potentially hazardous
products and by-products.  These products or by-products may not
have previously been considered hazardous, and may not currently be
considered hazardous, but may be identified as such by federal,
state, or local authorities in the future.  The New England
Electric System (NEES) subsidiaries currently have in place an
environmental audit program intended to enhance compliance with
existing federal, state, and local requirements regarding the
handling of potentially hazardous products and by-products.

     Federal and state environmental agencies have contacted the
Company regarding liability for cleanup of sites alleged to contain
hazardous waste or substances.  The Company has been named as a
potentially responsible party (PRP) by either the U.S.
Environmental Protection Agency or the Massachusetts Department of
Environmental Protection at two sites (one of which is located in
Massachusetts) at which hazardous waste is alleged to have been
disposed.  The Company is also aware of other sites for which it
may be held responsible for remediating and it is likely that, in
the future, the Company will become involved in additional
proceedings demanding contribution for the cost of remediating
additional hazardous waste sites.

     Gas was manufactured from coal in Rhode Island in the past. 
The Company is aware of five sites on which gas was manufactured or
manufactured gas was stored that were owned either by the Company


Note B - Hazardous Waste - Continued
- ------------------------

or by its predecessor companies.  It is not known to what extent
the Company would be held liable for hazardous wastes, if any, left
at these manufactured gas locations.

     There are significant uncertainties as to the potential costs
to investigate and, when necessary, remediate any given hazardous
waste site.  Factors such as the evolving nature of remediation
technology and regulatory requirements and the particular
characteristics of each site, including, for example, the size of
the site, the nature and amount of waste disposed at the site, and
the surrounding geography and land use, make precise estimates
difficult.  A preliminary review by a consultant hired by the NEES
companies of the potential cost of investigating and, if necessary,
remediating Rhode Island manufactured gas sites resulted in costs
per site ranging from less than $1 million to $8 million.  An
informal survey of other utilities conducted on behalf of NEES and
its subsidiaries indicated costs in a similar range.

     There are also significant uncertainties as to the portion, if
any, of the investigation and remediation costs of any particular
hazardous waste site that may ultimately be borne by the Company.

     The Company believes that hazardous waste liabilities for all
sites of which it is aware will not be material (10 percent of
common equity) to its financial position.  Where appropriate, the
Company intends to seek recovery from its insurers and from other
PRPs, but it is uncertain whether, and to what extent, such efforts
will be successful.


Note C
- ------

     Under a rate agreement approved in July 1994, the Company
began recognizing, for accounting purposes, revenues for
electricity delivered but not yet billed (unbilled revenue). 
Unbilled revenues at September 30, 1994 were $13 million, of which
$3 million was recognized in the third quarter of 1994.  The
remainder of $10 million at September 30, 1994 has been deferred
for recognition monthly through December 1995 and appears on the
balance sheet under the caption "Other accrued expenses".


Note D
- ------

     In the opinion of the Company, these statements reflect all
adjustments (which include normal recurring adjustments) necessary
for a fair statement of the results of its operations for the
periods presented and should be considered in conjunction with the
notes to the financial statements in the Company's 1993 Annual
Report.


       Part II - Item 6.  Exhibits and Reports on Form 8-K

Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

     The Company is filing the following revised exhibit for
incorporation by reference into its registration statements on Form
S-3, Commission File Nos. 33-49455 and 33-50015:

     12  Statement re computation of ratios

     The Company is filing the following exhibit:  

     18  Coopers & Lybrand Preferability Letter re:  accounting
     change for unbilled revenues.

     The Company is filing Financial Data Schedules.


                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this Amendment No. 1 to Form
10-Q for the quarter ended September 30, 1994 to be signed on its
behalf by the undersigned thereunto duly authorized.


                             THE NARRAGANSETT ELECTRIC COMPANY


                             s/Howard W. McDowell
                             ___________________________________
                             Howard W. McDowell
                             Controller, Authorized Officer, and
                             Principal Accounting Officer

Date:  April 24, 1995