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Filed Pursuant to Rule 424(b)(3)
of the Securities Act of 1933, as
amended
NEW ENGLAND ELECTRIC SYSTEM
SUPPLEMENT TO PROSPECTUS
DATED MARCH 26, 1998
This Prospectus Supplement relates to an aggregate of 267,592 Common
Shares covered by this Prospectus (the "Shares"), which were issued on July
10, 1998 to PAL Energy Corporation ("PAL") in connection with the acquisition
of substantially all of the assets of PAL (the "Assets") by the Company. The
acquisition was effected by the Company's issuance of the Shares to NEES
Energy, Inc. ("NEES Energy"), a wholly owned subsidiary of the Company, the
transfer of the Shares by NEES Energy to AllEnergy Marketing Company, L. L. C.
("AllEnergy"), a Delaware limited liability company wholly owned by NEES
Energy, and PAL's transfer of the Assets to AllEnergy in exchange for the
Shares. The Company understands that PAL intends to distribute the Shares to
Dean Williamson, David Williamson, and Larry Williamson, being all the
stockholders of PAL (the "PAL Stockholders").
The dollar amount of the Assets are not material to the financial
condition or results of operations of the Company, and the 267,592 Common
Shares issued in connection with the acquisition represent less than 1% of the
Company's outstanding Common Shares. The 267,592 Common Shares may be offered
by PAL or the PAL Stockholders from time to time as described under "OFFERED
SECURITIES".
The date of this Supplement is July 10, 1998
