SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC  20549


                             FORM 8-K

                          CURRENT REPORT


                  Pursuant to Section 13 of the
                 Securities Exchange Act of 1934


        Date of Earliest Event Reported: February 25, 1998


                    NEW ENGLAND POWER COMPANY

        (exact name of registrant as specified in charter)


Massachusetts              1-6564              04-1663070
(state or other          (Commission        (I.R.S. Employer
jurisdiction of           File No.)          Identification No.)
incorporation)
     



       25 Research Drive, Westborough, Massachusetts 01582
                                
            (Address of principal executive offices)
                                
                         (508) 389-2000
                                
      (Registrant's telephone number, including area code)

Item 5.  Other Events
- ---------------------
 
     As previously reported, New England Power Company, a
subsidiary of New England Electric System, has been seeking
approval from various state and federal regulatory agencies for
the sale of its nonnuclear generating business to PG&E
Corporation's affiliate, U.S. Gen New England, Inc. (USGen). 
Several parties have objected to the sale on various grounds,
including allegations that following the sale, USGen would be able
to exercise unlawful levels of market power.  On February 25,
1998, the Federal Energy Regulatory Commission (FERC) issued an
order that rejected the market power allegations, approved the
sale, and conditionally approved most supporting filings.  While
the timing of receipt of final regulatory approvals is uncertain,
receipt of all approvals is unlikely before mid-1998.  Closing is
contingent upon all regulatory approvals being obtained by
February 1999.  
                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned thereunto
duly authorized.

                             NEW ENGLAND POWER COMPANY

                              s/Michael E. Jesanis    

                              By                            
                                 Michael E. Jesanis
                                 Treasurer


Date:   March 3, 1998