NEW ENGLAND ELECTRIC SYSTEM
8-K, 2000-02-29
ELECTRIC SERVICES
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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, 2000


                   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)

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

      On February 25, 2000 the U.S. Nuclear Regulatory
Commission (NRC) approved the proposed merger between New England
Electric System (NEES) and Eastern Utilities Associates (EUA).

Item 7.  Financial Statements and Exhibits
- ------------------------------------------

   (c)    Exhibits

      1.       Press Release of New England Electric System
               issued February 28, 2000.


<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.


                              NEW ENGLAND ELECTRIC SYSTEM

                              s/John G. Cochrane

                              By
                                  John G. Cochrane,
                                  Vice President and Treasurer
                                  Authorized Officer, and
                                  Chief Accounting Officer

Date: February 29, 2000



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.


              PRESS RELEASE

<PAGE>
                          EXHIBIT INDEX


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

 1            Press Release of New           Filed
              England Electric System        herewith
              issued February 28, 2000







<PAGE>
FOR IMMEDIATE RELEASE
               Jackie Barry        Bob Seega
               NEES                NEES
               (508) 389-3298      (508) 389-2178

               David Jacobs
               EUA
               (508) 559-2000 x3655


                  NRC APPROVES NEES/EUA MERGER

     WESTBOROUGH, Mass., Feb. 28, 2000   The U.S. Nuclear
Regulatory  Commission (NRC) has approved the proposed merger
between New England Electric System (NEES) and Eastern Utilities
Associates (EUA), according to NEES President and Chief Executive
Officer Rick Sergel.

     "We continue our progress toward completing this merger
early this year, and look forward to delivering to customers the
savings it will provide," Sergel said.

     The NRC approval was necessary because Montaup Electric
Company, a subsidiary of EUA, holds a minority ownership interest
in the Millstone 3 nuclear unit, Vermont Yankee, and the
following permanently retired units:  Connecticut Yankee, Maine
Yankee, and Yankee Atomic.

     On February 1, 1999, NEES announced its intention to acquire
EUA.  Since then, the proposed merger has been approved by the
Federal Energy Regulatory Commission, and has received
Hart-Scott-Rodino clearance from the Department of Justice and
the Federal Trade Commission.  The merger also must be approved
by the Securities and Exchange Commission and regulators in
Massachusetts and Rhode Island.  Merger rate settlements are
pending approval by regulators in both states.  The settlements,
which will take effect after the NEES/EUA merger is complete,
provide substantial savings for Massachusetts and Rhode Island
customers through multi-year rate reductions and rate freezes.

<PAGE>
     Once complete, the merger will result in a combined company
that serves 1.6 million customers in 228 communities throughout
Massachusetts, Rhode Island, and New Hampshire.

     On December 14, 1998, NEES announced that it would merge
with The National Grid Group plc (LSE, NYSE:NGG), the world's
largest independent electricity 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.

     NEES (NYSE:NES), a public utility holding company based in
Westborough, Massachusetts, serves approximately 1.3 million
customers through its subsidiaries Massachusetts Electric
Company, Narragansett Electric Company, Granite State Electric
Company, and Nantucket Electric Company.

     EUA (NYSE:EUA) is a public utility holding company based in
West Bridgewater, Massachusetts.  Subsidiaries Eastern Edison
Company, Blackstone Valley Electric Company, and Newport Electric
Corporation deliver electricity to more than 300,000 customers in
southeastern Massachusetts and Rhode Island.



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