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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 1-6564
New England Power Company
_____________________________________________________________________________
(Exact name of registrant as specified in its charter)
25 Research Drive, Westborough, MA 01582 (508) 389-2000
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Dividend Series Preferred Stock
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(Title of each class of securities covered by this Form)
None
______________________________________________________________________________
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [x] Rule 12h-3(b)(1)(i) [x]
Rule 12g-4(a)(1)(ii) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12d-6 [ ]
Approximate number of holders of record as of the certification of
notice date: 140
Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this certification/
notice to be signed on its behalf by the undersigned duly authorized person.
s/H.W. McDowell
Date: 4/17/98 By:______________________________________
H. W. McDowell, Assistant Treasurer
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of
which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name and
title of the person signing the form shall be typed or printed under the
signature.
