NARRAGANSETT ELECTRIC CO
8-K, 2000-01-28
ELECTRIC SERVICES
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                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549



                             FORM 8-K

                          CURRENT REPORT


                  Pursuant to Section 13 of the
                 Securities Exchange Act of 1934


        Date of Earliest Event Reported: January 26, 2000


                THE NARRAGANSETT ELECTRIC COMPANY

        (exact name of registrant as specified in charter)


Rhode Island             1-7471              05-0187805
(state or other          (Commission         (I.R.S. Employer
jurisdiction of          File No.)           Identification No.)
incorporation)

        280 Melrose Street, Providence, Rhode Island 02907

             (Address of principal executive offices)

                          (401) 784-7000

       (Registrant's telephone number, including area code)

<PAGE>
Item 5.  Other Events
- ---------------------

     On January 26, 2000 New England Electric System (NEES),
parent of The Narragansett Electric Company, announced that it
had reached agreement with the Rhode Island Attorney General, the
Department of Public Utilities and Carriers and the U.S. Navy
regarding the proposed merger of NEES and Eastern Utilities
Associates.  The settlement agreement is subject to approval by
the Rhode Island Public Utilities Commission.



Item 7. Financial Statements, Pro Forma Financial Information
        and Exhibits
- --------------------------------------------------------------

(c)  Exhibits

(1)  Press Release

<PAGE>
                            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.

                              THE NARRAGANSETT ELECTRIC COMPANY

                                 s/ John G. Cochrane

                              By ________________________________
                                 John G. Cochrane
                                 Treasurer


Date: January 28, 2000



               PRESS RELEASE

<PAGE>
                          EXHIBIT INDEX


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

 1              Press Release                Filed
                                             herewith






<PAGE>
FOR IMMEDIATE RELEASE
                      CONTACT: Mike Ryan,
                      Narragansett Electric 401-784-7000


                      Fred Mason, EUA
                      508-559-2000 ext. 3662


RHODE ISLAND'S ELECTRIC CUSTOMERS TO RECEIVE $100 MILLION IN RATE
SAVINGS OVER FIVE YEARS

   Attorney General, Department of Public Utilities and
Carriers, and U.S. Navy reach agreement with NEES/EUA on merger
PROVIDENCE, R.I., January 26, 2000 - New England Electric System
(NEES, the parent  of Narragansett Electric Company) and Eastern
Utilities Associates (EUA, the parent company of Blackstone
Valley Electric and Newport Electric) today announced a
settlement agreement that guarantees the state's 454,000 electric
customers $100 million in total savings through 2004.

   The agreement gives customers $13 million per year in
immediate rate relief, provides additional savings through a
five-year rate freeze, and doubles the number of low-income
customers eligible for discounted rates.

   The settlement includes an incentive-based plan that allows
customers and the company to share in the savings created by the
merger.  The settlement also includes standards to ensure that
strong service quality is maintained, and provides resources for
environmental remediation.

   "We are delighted to have reached this broad-based
settlement, and look forward to presenting it to the Commission,"
noted Narragansett Electric Company President and Chief Executive
Officer Lawrence J. Reilly.  "We are grateful for the efforts of
all the parties involved, who have devoted much time to ensuring
that Rhode Island's electric customers receive the best service
at the lowest possible rates."

   The rate plan will be implemented after the agreement has
been approved by the Rhode Island Public Utilities Commission,
once all required regulatory approvals for the merger have been
obtained, and when metering and billing systems are ready to
administer the settlement agreement's new rates.


<PAGE>
   NEES is targeting a March completion of its merger with EUA,
and will complete the mergers of the operating companies as soon
thereafter as possible.

   The Federal Energy Regulatory Commission has approved the
merger. The Massachusetts Department of Telecommunications and
Energy, the Securities and Exchange Commission, and the Nuclear
Regulatory Commission also must sign off on the merger.

   The announcement comes two months after a settlement
agreement on the merger was reached in Massachusetts with the
state's Attorney General, the Division of Energy Resources, the
Associated Industries of Massachusetts, and The Energy
Consortium.  EUA serves customers in Massachusetts through its
subsidiary, Eastern Edison Company.

   In February, 1999, NEES and EUA announced their intentions to
merge.  The new entity will serve 1.6 million customers in 228
New England communities.

   Narragansett Electric will serve Rhode Island's electric
customers. Massachusetts Electric Company, a NEES subsidiary,
will serve customers of the combined utilities in that state.
NEES also services Granite State Electric Company customers in
New Hampshire, and Nantucket Electric Company customers on the
Massachusetts island.

   In December, 1998, NEES announced that it will merge with
National Grid Group plc (LSE, NYSE: NGG), the world's largest
independent transmission company, based in Coventry, England.
Upon completion of that merger, NEES will become a wholly owned
subsidiary of National Grid Group.  The NEES/EUA merger is not
contingent upon the NEES/National Grid merger closing.

   Both NEES (NYSE:NES), headquartered in Westborough, Mass.,
and EUA (NYSE: EUA), based in West Bridgewater, Mass., are
public-utility holding companies.








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