Filed Pursuant to Rule 424(b)(3)
                                   of the Securities Act of 1933, as
                                   amended


                   NEW ENGLAND ELECTRIC SYSTEM
                     SUPPLEMENT TO PROSPECTUS
                       DATED MARCH 26, 1998

     This Prospectus Supplement relates to an aggregate of 74,547 Common
Shares covered by this Prospectus, which were issued on March 31, 1998 to the
stockholders of New England Water Heater Co., Inc. (NEWH) in connection with
the acquisition of NEWH by the Company.  The acquisition was effected by
merging a subsidiary of the Company with and into NEWH.  In connection
therewith, 30,880 Common Shares were issued to Edward J. Stewart III, 30,880
Common Shares were issued to Robert V. Shupe, and 12,787 Common Shares were
issued to Richard R. Duperey, being all the stockholders of NEWH (together,
the "NEWH Stockholders").

     The dollar amount of NEWH's sales and assets are not material to the
financial condition or results of operations of the Company, and the 74,547
Common Shares issued in connection with the acquisition represent less than 1%
of the Company's outstanding Common Shares.  The 74,547 Common Shares may be
offered by the NEWH Stockholders from time to time as described under "OFFERED
SECURITIES".

               The date of this Supplement is March 31, 1998