SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.   20549

                            FORM 10-Q


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

          For the quarterly period ended March 31, 1998

                                OR

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


                  Commission File Number 1-6564


                (LOGO)  NEW ENGLAND POWER COMPANY


        (Exact name of registrant as specified in charter)


      MASSACHUSETTS                04-1663070
      (State or other              (I.R.S. Employer
      jurisdiction of              Identification No.)
      incorporation or
      organization)


      25 Research Drive, Westborough, Massachusetts   01582
             (Address of principal executive offices)


        Registrant's telephone number, including area code
                          (508-389-2000)




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 stock, par value $20 per share, authorized and outstanding: 
6,449,896 shares at March 31, 1998.


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

                            NEW ENGLAND POWER COMPANY
                               Statements of Income
                              Periods Ended March 31
                                   (Unaudited)

                                                Three Months                           Twelve Months
                                                ------------                            -----------
                                            1998      1997      1998       1997
                                            ----      ----      ----       ----
                                                          (In Thousands)
                                                                
Operating revenue, principally from affiliates      $401,147   $438,048$1,641,002     $1,637,897
                                          --------  -------- --------------------

Operating expenses:
  Fuel for generation                       83,551   103,015    353,270   365,334
  Purchased electric energy                122,485   144,345    505,787   527,721
  Other operation                           50,202    55,849    235,859   209,281
  Maintenance                               25,556    19,770     95,606    79,281
  Depreciation and amortization             29,884    22,018    105,889    99,707
  Taxes, other than income taxes            18,383    18,205     67,489    66,900
  Income taxes                              22,346    24,194     88,161    90,537
                                          --------  -------- --------------------
       Total operating expenses            352,407   387,396  1,452,061 1,438,761
                                          --------  -------- --------------------
       Operating income                     48,740    50,652    188,941   199,136

Other income:
  Allowance for equity funds used during
   construction                                  -         -          -         5
  Equity in income of nuclear power companies1,115     1,496      4,808     5,311
  Other income (expense) - net              (2,552)   (2,090)    (3,866)   (1,950)
                                          --------  -------- --------------------
       Operating and other income           47,303    50,058    189,883   202,502
                                          --------  -------- --------------------

Interest:
  Interest on long-term debt                 9,723    10,832     41,168    44,238
  Other interest                             1,914     1,651      7,319     9,549
  Allowance for borrowed funds used during
   construction - credit                      (284)     (370)    (1,152)     (740)
                                          --------  -------- --------------------
       Total interest                       11,353    12,113     47,335    53,047
                                          --------  -------- --------------------

       Net income                         $ 35,950  $ 37,945 $  142,548$  149,455
                                          ========  ======== ====================



                         Statements of Retained Earnings


Retained earnings at beginning of period  $407,630  $400,610 $  409,011$  396,399
Net income                                  35,950    37,945    142,548   149,455
Dividends declared on cumulative
  preferred stock                             (519)     (519)    (2,075)   (2,235)
Dividends declared on common stock               -   (29,025)  (106,423) (134,158)
Premium on redemption of preferred stock         -         -          -      (450)
                                          --------  -------- --------------------
Retained earnings at end of period        $443,061  $409,011 $  443,061$  409,011
                                          ========  ======== ====================

    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.



                         NEW ENGLAND POWER COMPANY
                              Balance Sheets
                                (Unaudited)

                                                        March 31,                December 31,
                                  ASSETS                 1998         1997
                                  ------                 ----         ----
                                                             (In Thousands)
                                                              
Utility plant, at original cost                        $3,075,395   $3,057,749
 Less accumulated provisions for depreciation
   and amortization                                     1,216,355    1,196,972
                                                       ----------   ----------
                                                        1,859,040    1,860,777
Construction work in progress                              26,127       29,015
                                                       ----------   ----------
      Net utility plant                                 1,885,167    1,889,792
                                                       ----------   ----------
Investments:
 Nuclear power companies, at equity                        50,638       49,825
 Nonutility property and other investments                 35,187       34,723
                                                       ----------   ----------
      Total investments                                    85,825       84,548
                                                       ----------   ----------
Current assets:
 Cash                                                       1,139        1,643
 Accounts receivable, principally from sales of
  electric energy:
   Affiliated companies                                   235,198      233,308
   Accrued NEEI revenues                                        -       11,419
   Others                                                  24,068       26,638
 Fuel, materials, and supplies, at average cost            59,129       47,492
 Prepaid and other current assets                          21,653       17,837
                                                       ----------   ----------
      Total current assets                                341,187      338,337
                                                       ----------   ----------
Accrued Yankee nuclear plant costs                        285,273      299,564
Deferred charges and other assets                         277,388      150,851
                                                       ----------   ----------
                                                       $2,874,840   $2,763,092
                                                       ==========   ==========
                      CAPITALIZATION AND LIABILITIES
                      ------------------------------
Capitalization:
 Common stock, par value $20 per share,
   authorized and outstanding 6,449,896 shares         $  128,998   $  128,998
 Premiums on capital stocks                                86,779       86,779
 Other paid-in capital                                    289,818      289,818
 Retained earnings                                        443,061      407,630
 Unrealized gain on securities, net                            50           34
                                                       ----------   ----------
      Total common equity                                 948,706      913,259
 Cumulative preferred stock, par value $100 per share      39,666       39,666
 Long-term debt                                           647,774      647,720
                                                       ----------   ----------
      Total capitalization                              1,636,146    1,600,645
                                                       ----------   ----------
Current liabilities:
 Long-term debt due within one year                             -       50,000
 Short-term debt (including $9,575,000 and $3,125,000 
   to affiliates)                                         182,275      111,250
 Accounts payable (including $25,507,000 and $14,373,000
   to affiliates)                                         133,130      109,121
 Accrued liabilities:
   Taxes                                                   18,507           39
   Interest                                                 8,265        8,905
   Other accrued expenses                                  23,771       23,554
 Dividends payable                                              -       35,474
                                                       ----------   ----------
      Total current liabilities                           365,948      338,343
                                                       ----------   ----------
Deferred federal and state income taxes                   412,396      369,757
Unamortized investment tax credits                         52,958       53,463
Accrued Yankee nuclear plant costs                        285,273      299,564
Other reserves and deferred credits                       122,119      101,320
                                                       ----------   ----------
                                                       $2,874,840   $2,763,092
                                                       ==========   ==========

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



                         NEW ENGLAND POWER COMPANY
                         Statements of Cash Flows
                          Quarters Ended March 31
                                (Unaudited)

                                                         1998          1997
                                                         ----          ----
                                                             (In Thousands)
                                                                               
Operating activities:
   Net income                                            $ 35,950     $ 37,945
   Adjustments to reconcile net income to net cash
     provided by operating activities:
   Depreciation and amortization                           30,629       22,908
   Deferred income taxes and investment tax credits, net   42,358       (1,751)
   Allowance for funds used during construction              (284)        (370)
   Reimbursement to New England Energy Incorporated
    of loss on sale of oil and gas properties            (120,900)           -
   Decrease (increase) in accounts receivable, net         12,099      (21,826)
   Decrease (increase) in fuel, materials, and supplies   (11,637)      (3,408)
   Decrease (increase) in prepaid and other current assets (3,816)        (150)
   Increase (decrease) in accounts payable                 24,009        9,824
   Increase (decrease) in other current liabilities        18,045       17,069
   Other, net                                               4,873       15,129
                                                         --------     --------
      Net cash provided by operating activities          $ 31,326     $ 75,370
                                                         --------     --------

Investing activities:
   Plant expenditures, excluding allowance
     for funds used during construction                  $(16,451)    $(15,947)
   Other investing activities                                (411)        (126)
                                                         --------     --------
      Net cash used in investing activities              $(16,862)    $(16,073)
                                                         --------     --------

Financing activities:
   Dividends paid on common stock                        $(35,474)    $(27,412)
   Dividends paid on preferred stock                         (519)        (519)
   Changes in short-term debt                              71,025        4,625
   Long-term debt - retirements                           (50,000)     (35,500)
                                                         --------     --------
      Net cash used in financing activities              $(14,968)    $(58,806)
                                                         --------     --------

Net increase (decrease) in cash and cash equivalents     $   (504)    $    491

Cash and cash equivalents at beginning of period            1,643        3,046
                                                         --------     --------
Cash and cash equivalents at end of period               $  1,139     $  3,537
                                                         ========     ========

 

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


Note A - 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. 
A number of states, including Massachusetts, have enacted similar
laws.

   The electric utility industry typically utilizes and/or
generates in its operations a range of potentially hazardous
products and by-products.  New England Power Company (the Company) 
currently has in place an internal environmental audit program and
an external waste disposal vendor audit and qualification program
intended to enhance compliance with existing federal, state, and
local requirements regarding the handling of potentially hazardous
products and by-products.

   The Company has been named as potentially responsible party
(PRP) by either the United States Environmental Protection Agency 
or the Massachusetts Department of Environmental Protection for six
sites at which hazardous waste is alleged to have been disposed. 
Private parties have also contacted or initiated legal proceedings
against the Company regarding hazardous waste cleanup.  The Company
is currently aware of other possible hazardous waste sites, and may
in the future become aware of additional sites, that it may be held
responsible for remediating.

   Predicting the potential costs to investigate and remediate
hazardous waste sites continues to be difficult.  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 New
England Electric System (NEES) companies have recovered amounts
from certain insurers, and, where appropriate, the Company intends
to seek recovery from other insurers and from other PRPs, but it is
uncertain whether, and to what extent, such efforts will be
successful.  The Company believes that hazardous waste liabilities
for all sites of which it is aware are not material to its
financial position.


Note B - Nuclear Units
- ----------------------

Yankee Nuclear Power Companies (Yankees)

   A summary of combined results of operations, assets and
liabilities of the four Yankee Nuclear Power Companies in which the
Company has investments is as follows:

                                    Quarter ended
                                            March 31,      
                                    --------------
                                    1998                 1997
                                    ----                 ----
                                    (In thousands)

 Operating revenue                          $122,615   $176,027
                                            ========   ========
 Net income                                 $  7,351   $  8,379
                                            ========   ========
 Company's equity in net income             $  1,115   $  1,496
                                            ========   ========


                                       March 31,       December 31,
                                           1998             1997
                                           ----             ----
                                                           (In thousands)

 Net plant                                 $   197,826      $   204,689
 Other assets                                3,081,065        3,100,589
 Liabilities and debt                       (3,004,773)      (3,036,845)
                                           -----------      -----------
 Net assets                                $   274,118      $   268,433
                                           ===========      ===========
 Company's equity in net assets            $    50,638      $    49,825
                                           ===========      ===========

   At March 31, 1998, $16,695,000 of undistributed earnings of the
nuclear power companies were included in the Company's retained
earnings.


Nuclear Units Permanently Shut Down

   Three regional nuclear generating companies in which the
Company has a minority interest own nuclear generating units which
have been permanently shut down.  These three units are as follows:



                  NEP's Investment                  Future Estimated
       Unit      Percent   Amount($)   Date Retired Billings to NEP($)
- -----------------------------------------------------------------------------
                                                  
Yankee Atomic       30         7 million       Feb 1992    40 million
Connecticut Yankee  15      17 million    Dec 1996              89 million
Maine Yankee 20      16 million  Aug 1997       156 million
- -----------------------------------------------------------------------------


  In the case of each of these units, the Company has recorded an
estimate of the total future payment obligation as a liability and
an offsetting regulatory asset, reflecting estimated future
billings from the companies.  In a 1993 decision, the Federal
Energy Regulatory Commission (FERC) allowed Yankee Atomic to
recover its undepreciated investment in the plant as well as
unfunded nuclear decommissioning costs and other costs. 
Connecticut Yankee and Maine Yankee have both filed similar
requests with the FERC.  Several parties have intervened in
opposition to both filings. The Company's stranded cost settlements
allow it to recover all costs that the FERC allows the Yankee
companies to bill to the Company.

  The Citizen's Awareness Network and Nuclear Information and
Resource Service have indicated their intention to file a request
with the Nuclear Regulatory Commission (NRC) designed to overturn
a current NRC rule on decommissioning.  The Company cannot predict
what impact, if any, these activities, if successful, would have on
the cost of decommissioning the plants.

  At Maine Yankee, the NRC has identified numerous apparent
violations of its regulations, which may result in the assessment
of significant civil penalties.

  In the 1970s, the Company and several other shareholders
(Sponsors) of Maine Yankee entered into 27 contracts (Secondary
Purchase Agreements) under which they sold portions of their
entitlement to Maine Yankee power output through 2002 to various
entities, primarily municipal and cooperative systems in New
England (Secondary Purchasers).  Virtually all of the Secondary
Purchasers have ceased making payments under the Secondary Purchase
Agreements and have demanded arbitration, claiming that such
agreements excuse further payments upon plant shutdown.  The
Company has notified the Secondary Purchasers that the shutdown
does not relieve them of their obligation to make payments under
the Secondary Purchase Agreements and that they are in default of

such agreements.  The Company has asked the FERC to enforce the
Company's rights under the agreements.  In the event that no
further payments are forthcoming from Secondary Purchasers, the
Company, as a primary obligor to Maine Yankee, would be required to
pay an additional $9 million of future shutdown costs. These costs
are not included in the $156 million estimate disclosed in the
table above.  Shutdown costs are recoverable from customers under
the stranded cost settlements.

  A Maine statute provides that if both Maine Yankee and its
decommissioning trust fund have insufficient assets to pay for the
plant decommissioning, the owners of Maine Yankee are jointly and
severally liable for the shortfall.

Operating Nuclear Units

  The Company has minority interests in three other nuclear
generating units, Vermont Yankee, Millstone 3, and Seabrook 1. 
Millstone 3 is currently shut down and has been placed on the NRC
"Watch List," signifying that its safety performance exhibits
sufficient weakness to warrant increased NRC attention.  Millstone
3 may not restart without NRC approval.

  Uncertainties regarding the future of nuclear generating
stations, particularly older units, such as Vermont Yankee, are
increasing rapidly and could adversely affect their service lives,
availability, and costs.  These uncertainties stem from a
combination of factors, including the acceleration of competitive
pressures in the power generation industry and increased NRC
scrutiny.  The Company performs periodic economic viability reviews
of operating nuclear units in which it holds ownership interests.

Millstone 3

  In April 1996, the NRC ordered Millstone 3, which has experienced
numerous technical and nontechnical problems, to remain shut down
pending verification that the unit's operations are in accordance
with NRC regulations and the unit's operating license.  Millstone
3 is operated by a subsidiary of Northeast Utilities (NU).  The
Company is not an owner of the Millstone 1 and 2 nuclear generating
units, which are also shut down under NRC orders.

  A number of significant prerequisites must be fulfilled prior to
restart of Millstone 3, including an independent verification of
corrective actions taken at the unit, an NRC assessment concluding
a safety conscious work environment exists, one or more public
meetings, and a vote of the NRC Commissioners.  Based on
information currently available, the Company believes that, barring
unforseen further difficulties, restart of the unit is likely
during the summer of 1998.


  Since April 1996, the Company has incurred an estimated $40
million in incremental replacement power costs.  During the outage,
the Company is incurring incremental replacement power costs of
approximately $2 million per month. Through February 1998, when
most of the Company's power sales were subject to a fuel clause,
the Company recovered its incremental power costs from customers
through its fuel clause.  Starting in March 1998, most of the
Company's power sales are at a stated rate which is not subject to
a fuel clause.  Certain true-up mechanisms exist in lieu of the
fuel clause which cover most of these costs.

  Several criminal investigations related to Millstone 3 are 
ongoing.  In December 1997, the NRC assessed civil penalties
totaling $2.1 million for numerous violations at the three
Millstone units.  The Company's share of this fine was less than
$100,000.  The Connecticut Department of Environmental Protection
and Connecticut Attorney General have filed suit against NU for
alleged wastewater discharge violations at the Millstone units,
which may result in the assessment of substantial civil penalties.

  In August 1997, the Company filed suit against NU in
Massachusetts Superior Court for damages resulting from the
tortious conduct of NU relating to Millstone 3.  The Company is
seeking compensation for the losses it has suffered, including the
costs of lost power and costs necessary to assure that Millstone 3
can safely return to operation.  The Company also seeks punitive
damages.  NU has filed for dismissal of the suit and sought to
consolidate it with suits filed by other joint owners in
Massachusetts Superior Court.

  The Company also sent a demand for arbitration to Connecticut
Light & Power Company and Western Massachusetts Electric Company,
both subsidiaries of NU, seeking damages resulting from their
breach of obligations under an agreement with the Company and
others regarding the operation and ownership of Millstone 3.

Note C - Town of Norwood
- ------------------------

  In April 1997, the Town of Norwood, Massachusetts filed a lawsuit
against the Company in the United States District Court for the
District of Massachusetts.  The Company has been a wholesale power
supplier for Norwood pursuant to rates approved by the FERC. 
Norwood alleges that the Company's proposed divestiture of its
power generation assets would violate the terms of a 1983 power
contract which settled an antitrust lawsuit brought by Norwood
against the Company.  Norwood also alleges that the Company's
proposed divestiture plan and recovery of stranded investment costs
contravene federal antitrust laws.  Norwood seeks an injunction
enjoining the divestiture and an unspecified amount of treble

damages (a specific claim for $450 million was withdrawn).  In
September 1997, Norwood's motion for a preliminary injunction of
the divestiture was denied.  In November 1997, Norwood filed an
amended complaint making new allegations relating to the sale of
the Company's generating assets and naming as additional
defendants, NEES, USGen New England, Inc. (USGen) and USGen's
affiliate, PG&E Corporation.  The Company continues to believe that
its divestiture plan will promote competition in the wholesale
power generation market and that it has met and will continue to
meet its contractual commitments to Norwood.  On January 9, 1998,
the defendants, including NEES and the Company, filed a motion to
dismiss the lawsuit.  On April 29, 1998, Norwood filed a second
amended complaint.  This complaint essentially makes the same
allegations, but drops USGen as a party.

  In March 1998, Norwood gave notice of its intent to terminate its
contract with the Company, without accepting responsibility for its
share of the Company's stranded costs, and to begin taking power
from another supplier.  The Company has filed with the FERC for
permission to charge Norwood a contract termination charge for its
share of the Company's stranded costs.  In April 1998, Norwood
moved to dismiss the Company's filing with the FERC.  In the event
that a determination is made which denies the Company the ability
to charge Norwood a contract termination charge, the Company may be
required to take noncash write-offs for certain portions of the
Company's stranded costs that would otherwise have been charged to
Norwood.

Note D - Hydro-Quebec arbitration
- ---------------------------------

  In 1996, various New England utilities which are members of the
New England Power Pool, including the Company, submitted a dispute
to arbitration regarding their Firm Energy Purchased Power Contract
with Hydro-Quebec.  In June 1997, Hydro-Quebec presented a damage
claim of approximately $37 million for past damages, of which the
Company's share would have been approximately $6 million to $9
million.  The claims involved a dispute over the components of a
pricing formula and additional costs under the contract.  With
respect to ongoing claims, the Company has been paying Hydro-Quebec
the higher amount (additional costs of approximately $3 million per
year) since July 1996 under protest and subject to refund.  In
October 1997, an arbitrator ruled in favor of the New England
utilities in all respects.  The Company has made a demand for
refund.  Hydro-Quebec has not yet refunded any monies and has
appealed the decision.  In November 1997, the Company and the other
utilities began a second arbitration to enforce the first decision. 
Refunds received from Hydro-Quebec will be passed on to customers.


Note E - Comprehensive Income
- -----------------------------

  In the first quarter of 1998, the Company adopted Statement of 
Financial Accounting Standards No. 130, Reporting Comprehensive
Income (FAS 130).  The statement establishes standards for
reporting comprehensive income and its components.  Comprehensive
income for the period is equal to net income plus "other
comprehensive income," which, for the Company, consists of the
change in unrealized holding gains on available-for-sale securities
during the period.  Other comprehensive income was immaterial for
the Company for the quarters ended March 31, 1998 and 1997,
respectively.

Note F - New Accounting Standards
- ---------------------------------

  In 1997, the Financial Accounting Standards Board (FASB) released
Statement of Financial Accounting Standards No. 131 (FAS 131),
"Disclosure about Segments of an Enterprise and Related
Information", which goes into effect in 1998.  FAS 131 requires the
reporting in financial statements of certain new additional
information about operating segments of a business.  Application of
FAS 131 is not required for interim reporting in the initial year
of application.  The Company is currently evaluating the impact
that FAS 131 will have on its future reporting requirements.

  In February 1998, the FASB issued Statement of Financial
Accounting Standards No. 132 (FAS 132), Employers' Disclosures
about Pensions and Other Postretirement Benefits, which revises
disclosure requirements for pension and other postretirement
benefits.  The Company is currently evaluating the effects of FAS
132 on its  reporting requirements and will adopt FAS 132 in its
financial statements for the year ending December 31, 1998.  The
adoption of FAS 132 will have no impact on the Company's operating
results, financial position, or cash flows. 

Note G
- ------

  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 consolidated financial statements in the Company's
1997 Annual Report.


    Item 2. Management's Discussion and Analysis of Financial
               Condition and Results of Operations
- -----------------------------------------------------------------

  This section contains management's assessment of New England
Power Company's (the Company) financial condition and the principal
factors having an impact on the results of operations.  This
discussion should be read in conjunction with the Company's
financial statements and footnotes and the 1997 Annual Report on
Form 10-K.

Earnings
- --------

  Net income decreased for the first quarter of 1998 by
approximately $2 million from the corresponding period in 1997. 
This decrease is primarily due to the impact of industry
restructuring in Rhode Island and Massachusetts, which caused rates
to be reduced in connection with customers gaining the right to
choose their power supplier, effective January 1, 1998 and March 1,
1998, respectively.  In addition, the Company experienced an
increase in operation and maintenance expense in the first quarter
of 1998.  Partially offsetting this reduction in earnings was a
decrease in the non-fuel portion of purchased power expense.

Industry Restructuring
- ----------------------

  For a full discussion of industry restructuring activities in
Massachusetts, Rhode Island, and New Hampshire, stranded cost
recovery, the Company's proposed divestiture of its nonnuclear
generating business, accounting implications of industry
restructuring and divestiture, workforce reductions,  and impact of
industry restructuring on the distribution business, see the
"Industry Restructuring" section in the Company's Form 10-K for
1997 and the Company's 1997 Annual Report.

Industry Restructuring Update
New Hampshire

  On April 15, 1998, the Federal Energy Regulatory Commission
(FERC) approved the comprehensive settlement agreement reached
between Granite State Electric Company (Granite State Electric),
the Company, the Governor's office of the State of New Hampshire,
and a number of other parties.  The settlement provides for choice
of power supplier to Granite State Electric's customers by no later
than July 1, 1998.  The principle terms of the settlement are
substantially similar to the settlements reached in Massachusetts
and Rhode Island.  The settlement agreement still requires New
Hampshire Public Utility Commission (NHPUC) approval.  On May 1,


1998, Granite State Electric submitted a filing to the NHPUC in
compliance with the March 20, 1998 Order of Rehearing which would
provide for retail access to begin July 1, 1998 even if Granite
State Electric's previously filed settlement were not accepted.

Risk Factors

  While the Company believes that the previously described
settlements and legislation and the sale agreement with USGen New
England, Inc. (USGen) and other developments constitute substantial
progress in reducing the impacts associated with industry
restructuring, significant risks remain.  These include, but are
not limited to: (i) the potential that ultimately the settlements
will not be implemented in the manner anticipated by the Company,
(ii) the possibility that a voter referendum in November 1998 could
overturn the Massachusetts legislation, followed by materially
adverse legislative or regulatory actions, (iii) the possibility of
federal legislation that would increase the risk to shareholders
above those contained in the settlements and the Massachusetts and
Rhode Island statutes, (iv) the potential for adverse stranded cost
recovery decisions involving wholesale customers with whom
settlements have not yet been reached, and (v) the failure to
complete the sale of the nonnuclear generating business to USGen.

  This report contains statements that may be considered forward 
looking under the securities laws.  Actual results may differ
materially for the reasons discussed in the "Industry
Restructuring" section of the Company's Form 10-K for 1997.  Upon
the introduction of industry restructuring and consumer choice,
settlement agreements related to the recovery of stranded costs
will limit the Company's return on equity to approximately 9.4
percent, before mitigation incentives, which is significantly lower
than that earned by the Company in recent years.  Following
completion of the sale of the nonnuclear generating business, the
Company's earnings will also be affected by the return on the
reinvestment of sale proceeds, which is expected, at least in the
near term, to be considerably less than the return historically
earned by the generating business.

Year 2000 Computer Issues
- -------------------------

  For a full discussion of the Company's Year 2000 computer issues,
including a description of the modification process, timeline, and
estimated total costs, refer to the "Financial Review" section of
the Company's 1997 Annual Report, filed in conjunction with the
Company's Form 10-K for 1997.


Operating Revenue
- -----------------

The following table summarizes the changes in operating revenue:
             Increase (Decrease) in Operating Revenue

                                                  First Quarter
                                                  -------------
                                                  1998 vs 1997
                                                  -------------
                                                  (In millions)

Industry-restructuring related rate changes                     $(11)
Fuel cost-related                                                (32)
Other, including transmission revenues                             6
                                                                ----
                                                                $(37)
                                                                ====

  Generation-related rate reductions reflect rate reductions to
customers as part of industry restructuring and the implementation
of customer choice of power supplier in Rhode Island on January 1,
1998 and in Massachusetts on March 1, 1998.  These rate reductions
include the effect of various true-up mechanisms.  These true-up
mechanisms cover a number of items including, but not limited to, 
fuel expense, nuclear operating and decommissioning costs and the
non-fuel component of purchased power expense.

  For a discussion of fuel costs, see the "Operating Expenses"
section.

  The increase in other operating revenue includes approximately
$3 million representing increased transmission billings to New
England Power Pool (NEPOOL).  A similar increase in NEPOOL
transmission billing to the Company is included in operation and
maintenance expense.


Operating Expenses
- ------------------
  The following table summarizes the changes in operating expenses:
            Increase (Decrease) in Operating Expenses
                                               First Quarter
                                               -------------
                                               1998 vs 1997
                                               ------------
                                               (In millions)

Fuel costs                                                   $(31)
Purchased energy, excluding fuel                              (10)
Depreciation and amortization                                   8
Operation and maintenance:
 PBOP amortization                                             (6)
 Other                                                          6
Taxes                                                          (2)
                                                             ----
                                                             $(35)
                                                             ====

  Fuel costs represent fuel for generation and the portion of
purchased electric energy permitted in the past to be recovered
through the Company's fuel adjustment clause.  After the
divestiture of the nonnuclear generating business, the Company will
not require such a mechanism.  The decrease in fuel costs in the
first quarter of 1998 primarily represents reduced wholesale sales
to other utilities, a decrease in the cost of short-term power
purchases and lower coal and oil prices.

  The decrease in purchased power costs, excluding fuel, during the
first quarter primarily reflects reduced charges from the
Connecticut Yankee and Maine Yankee nuclear power plants, which
were closed in December 1996 and mid-1997, respectively, as well as
reduced charges from the Ocean State Power II plant, which
underwent a major overhaul during the first quarter of 1997.

  The decrease in operation and maintenance associated with the
Company's post retirement benefits other than pensions (PBOP)
amortization reflects the completion of the accelerated PBOP
amortization in 1997 under the terms of a 1995 rate agreement. 
This decrease in expense is offset by a corresponding increase in
the accelerated amortization of the Company's investment in the
Millstone 3 nuclear unit, which is described in depreciation and
amortization expense below.

  The increase in other operation and maintenance expense reflects
the costs of a major scheduled overhaul at the Manchester Street

generating plant and the increased NEPOOL transmission billings to
the Company, as discussed above.

  The overall increase in depreciation and amortization expense
during the first quarter primarily represents the accelerated
amortization of Millstone 3, a portion of which was attributable to
the completion of the PBOP amortization discussed above. This
accelerated amortization is recorded as a regulatory liability. 
Also contributing to the increase is depreciation expense on new
utility plant expenditures.

Utility Plant Expenditures and Financing
- ----------------------------------------

   Cash expenditures for utility plant totaled $16 million for the
first three months of 1998.  These expenditures were primarily
transmission-related.  The funds necessary for utility plant
expenditures during the period were primarily provided by increased
short-term debt.

   In the first three months of 1998, the Company retired $50
million of mortgage bonds and increased its short-term debt
outstanding by $71 million.

   In order to meet the terms of the Company's mortgage indenture,
the Company will be required, prior to the consummation of the sale
of its nonnuclear generating facilities, to either defease or call
approximately $278 million of its mortgage bonds.  Any defeasance
of bonds would be by deposit of cash representing principal and
interest to the maturity date, or interest, principal, and general
redemption premium to an earlier redemption date.  In addition, the
Company will retire approximately $372 million of mortgage bonds
securing the issuance of a like amount of pollution control revenue
bonds (PCRBs) by various public agencies.  However, the Company
expects that substantially all of the underlying PCRBs will remain
outstanding as unsecured obligations of the Company.

   At March 31, 1998, the Company had $182 million of short-term
debt outstanding, including $173 million of commercial paper
borrowings.  At March 31, 1998, the Company had lines of credit and
standby bond purchase facilities with banks totaling $580 million
which are available to provide liquidity support for commercial
paper borrowings and for $372 million of the Company's outstanding
variable rate mortgage bonds in tax-exempt commercial paper mode
and for other corporate purposes.  There were no borrowings under
these lines of credit at March 31, 1998.


   As part of New England Electric System's plan to divest its
generating business, New England Energy Incorporated (NEEI) sold
its oil and gas properties in February 1998 for approximately $50
million.  NEEI's loss on the sale of approximately $120 million,
before tax, has been reimbursed by the Company.  This loss has been
recorded as a regulatory asset, which is recoverable under the
terms of restructuring settlements reached in Massachusetts and
Rhode Island.


                   PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings
- --------------------------

   Information concerning a lawsuit brought by the Company against
Northeast Utilities on August 7, 1997 in Massachusetts Superior
Court, Worcester County concerning the Millstone 3 nuclear unit,
discussed in this report in Note B of Notes to Unaudited Financial
Statements, is incorporated herein and made a part hereof.

   Information concerning a demand for arbitration sent by the
Company to Connecticut Light & Power Company and Western
Massachusetts Electric Company concerning the Millstone 3 nuclear
unit, discussed in this report in Note B of Notes to Unaudited
Financial Statements, is incorporated herein and made a part
hereof.

   Information concerning a lawsuit brought against the Company by
the Town of Norwood, Massachusetts and a related Federal Energy
Regulatory Commission proceeding, discussed in this report in Note
C of Notes to Unaudited Financial Statements, is incorporated
herein and made a part hereof.

   Information concerning an appeal of a favorable arbitration
decision for the Company by Hydro-Quebec regarding its purchased
power contract with Hydro-Quebec, discussed in this report in Note
D of Notes to Unaudited Financial Statements, is incorporated
herein and made a part hereof.


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

   The Company is filing Financial Data Schedules.

   The Company filed a report on Form 8-K dated February 25, 1998,
containing Item 5, Other Events.


                            SIGNATURE

   Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report on Form 10-Q for
the quarter ended March 31, 1998 to be signed on its behalf by the
undersigned thereunto duly authorized.

                                NEW ENGLAND POWER COMPANY

                                s/John G. Cochrane

                                                              
                                John G. Cochrane, Treasurer,
                                Authorized Officer, and 
                                Principal Financial Officer


Date:  May 13, 1998