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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 POWER COMPANY
(exact name of registrant as specified in charter)
Massachusetts 1-6564 04-1663070
(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 Power Company, a
subsidiary of New England Electric System, has been seeking
approval from various state and federal regulatory agencies for
the sale of its 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. <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 POWER COMPANY
s/Michael E. Jesanis
By
Michael E. Jesanis
Treasurer
Date: March 3, 1998
