Exhibit 24.1


                          NEW ENGLAND ELECTRIC SYSTEM
                          --------------------------

Certified Copy of Vote re:
Common Shares              
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  VOTED:   That this Company file a registration statement, with the
           Securities and Exchange Commission under the Securities
           Act of 1933 for up to 160,000 common shares, said shares
           to be used as consideration for the acquisition of
           Nantucket Electric Company; that the officers of the
           Company or Kirk L. Ramsauer, John G. Cochrane, or Craig
           L. Eaton, as attorney-in-fact for this Company, are
           severally authorized in the name and on behalf of the
           members of this Board, to execute and file such a
           registration statement, and any amendment or amendments
           thereto as the officer or officers or attorney-in-fact so
           acting deem advisable.


  I, Frederic E. Greenman, hereby certify that I am Secretary of
New England Electric System; that the foregoing is a true copy from
the records of votes duly passed at a meeting of the Directors of
said Company duly held February 28, 1995, at which meeting a quorum
was present and acting throughout; that the First National Bank of
Boston, Trustee under an Agreement and Declaration of Trust of New
England Electric System dated as of January 2, 1926, as amended,
has duly registered the foregoing vote; and that said vote remains
in full force and effect without alteration.

  A T T E S T:

                                    s/Frederic E. Greenman

                                                                      
                                               Secretary


Date:  May 31, 1995