8-K

                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: January 26, 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)


Item 5.  Other Events
- ---------------------

      On January 26, 2000 New England Electric System (NEES),
parent of The Narragansett Electric Company, announced that it
had reached agreement with the Rhode Island Attorney General, the
Department of Public Utilities and Carriers and the U.S. Navy
regarding the proposed merger of NEES and Eastern Utilities
Associates.  The settlement agreement is subject to approval by
the Rhode Island Public Utilities Commission.


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

   (c)    Exhibits

      1.       Press Release of New England Electric System
               issued January 26, 2000.



                            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: January 28, 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.

EX-99

              PRESS RELEASE


                          EXHIBIT INDEX


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

 1            Press Release of New           Filed
              England Electric System        herewith
              issued January 26, 2000

EX-99

FOR IMMEDIATE RELEASE
                    CONTACT: Mike Ryan,
                    Narragansett Electric 401-784-7000


                    Fred Mason, EUA
                    508-559-2000 ext. 3662


RHODE ISLAND'S ELECTRIC CUSTOMERS TO RECEIVE $100 MILLION IN RATE
SAVINGS OVER FIVE YEARS

     Attorney General, Department of Public Utilities and
Carriers, and U.S. Navy reach agreement with NEES/EUA on merger
PROVIDENCE, R.I., January 26, 2000 - New England Electric System
(NEES, the parent  of Narragansett Electric Company) and Eastern
Utilities Associates (EUA, the parent company of Blackstone
Valley Electric and Newport Electric) today announced a
settlement agreement that guarantees the state's 454,000 electric
customers $100 million in total savings through 2004.

     The agreement gives customers $13 million per year in
immediate rate relief, provides additional savings through a
five-year rate freeze, and doubles the number of low-income
customers eligible for discounted rates.

     The settlement includes an incentive-based plan that allows
customers and the company to share in the savings created by the
merger.  The settlement also includes standards to ensure that
strong service quality is maintained, and provides resources for
environmental remediation.

     "We are delighted to have reached this broad-based
settlement, and look forward to presenting it to the Commission,"
noted Narragansett Electric Company President and Chief Executive
Officer Lawrence J. Reilly.  "We are grateful for the efforts of
all the parties involved, who have devoted much time to ensuring
that Rhode Island's electric customers receive the best service
at the lowest possible rates."



     The rate plan will be implemented after the agreement has
been approved by the Rhode Island Public Utilities Commission,
once all required regulatory approvals for the merger have been
obtained, and when metering and billing systems are ready to
administer the settlement agreement's new rates.

     NEES is targeting a March completion of its merger with EUA,
and will complete the mergers of the operating companies as soon
thereafter as possible.

     The Federal Energy Regulatory Commission has approved the
merger. The Massachusetts Department of Telecommunications and
Energy, the Securities and Exchange Commission, and the Nuclear
Regulatory Commission also must sign off on the merger.

     The announcement comes two months after a settlement
agreement on the merger was reached in Massachusetts with the
state's Attorney General, the Division of Energy Resources, the
Associated Industries of Massachusetts, and The Energy
Consortium.  EUA serves customers in Massachusetts through its
subsidiary, Eastern Edison Company.

     In February, 1999, NEES and EUA announced their intentions
to merge.  The new entity will serve 1.6 million customers in 228
New England communities.

     Narragansett Electric will serve Rhode Island's electric
customers. Massachusetts Electric Company, a NEES subsidiary,
will serve customers of the combined utilities in that state.
NEES also services Granite State Electric Company customers in
New Hampshire, and Nantucket Electric Company customers on the
Massachusetts island.

     In December, 1998, NEES announced that it will merge with
National Grid Group plc (LSE, NYSE: NGG), the world's largest
independent 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 closing.

     Both NEES (NYSE:NES), headquartered in Westborough, Mass.,
and EUA (NYSE: EUA), based in West Bridgewater, Mass., are
public-utility holding companies.