<PAGE>
File No. 70-9347
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT No. 3
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND POWER COMPANY
AND
NEW ENGLAND ELECTRIC SYSTEM
25 Research Drive
Westborough, Massachusetts 01582
(Names of companies filing this statement and
address of principal executive office)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent of applicant)
John G. Cochrane Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Names and addresses of agents for service)
<PAGE>
Form U-1 Application/Declaration under the Public Utility
Holding Company Act of 1935, File No. 70-9347, is hereby further
amended by adding the following to Item 1:
"On September 1, 1998, NEP and another subsidiary of NEES
completed the sale of the nonnuclear generating business to USGen
New England, Inc. As reflected in the proforma financial
statements incorporated herein, NEP received $1.55 billion for
the sale ($1.59 billion was received by all NEES Companies
combined) and approximately $140 million in reimbursements for
costs associated with early retirements and special severance
programs for employees affected by industry restructuring and the
value of inventories."
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, each undersigned company has duly caused
this amendment to be signed on its behalf by the undersigned
thereunto duly authorized by each such company.
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
s/Kirk L. Ramsauer
____________________________
Kirk L. Ramsauer
Associate General Counsel
Date: September 25, 1998
The name "New England Electric System" means the trustee or
trustees for the time being (as trustee or trustees but not
personally) under an agreement and declaration of trust dated
January 2, 1926, as amended, which is hereby referred to, and a
copy of which as amended has been filed with the Secretary of The
Commonwealth of Massachusetts. Any agreement, obligation or
liability made, entered into or incurred by or on behalf of New
England Electric System binds only its trust estate, and no
shareholder, director, trustee, officer or agent thereof assumes
or shall be held to any liability therefor.
