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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 ELECTRIC SYSTEM
(exact name of registrant as specified in charter)
Massachusetts 1-3446 04-1663060
(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)
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Item 5. Other Events
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As previously reported, New England Electric System (NEES)
subsidiaries have been seeking approval from various state and
federal regulatory agencies for the sale of their 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.
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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 ELECTRIC SYSTEM
s/Michael E. Jesanis
By
Michael E. Jesanis
Senior Vice President and
Chief Financial Officer
Date: March 3, 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.
