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: September 29, 1999


                   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 September 29, 1999 the Federal Energy Regulatory
Commission (FERC) approved the previously announced proposed
merger between New England Electric System (NEES) and Eastern
Utilities Associates.  In its approval order, the FERC found that
the proposed merger is consistent with the public interest and
will not adversely affect competition, rates, or effective
regulation.

   In December 1998, NEES announced that it plans to merge with
The National Grid Group plc (National Grid).  Upon completion of
the merger, NEES will become a wholly owned subsidiary of
National Grid and its base of U.S. operation.

   Both mergers are subject to regulatory approval and are
expected to close by early 2000.


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

   (c)    Exhibits

      99. Press Release of New England Electric System
               issued September 29, 1999.



                            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/Michael E. Jesanis

                              By
                                 Michael E. Jesanis
                                 Senior Vice President and
                                 Chief Financial Officer

Date: October 4, 1999




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

                          EXHIBIT INDEX


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

 1            Press Release of New           Filed
              England Electric System        herewith
              issued September 29, 1999

EX-99

FOR IMMEDIATE RELEASE: September 29, 1999

CONTACT:      Jackie Barry         Fred Mason
              NEES                 EUA
              508/389-3298         (508) 559-2000 Ext. 3662

                 FERC APPROVES NEES/EUA MERGER

     Westborough and West Bridgewater, Mass., Sept. 29, 1999
The Federal Energy Regulatory Commission (FERC) today approved
the proposed merger between New England Electric System (NEES)
and Eastern Utilities Associates (EUA).

     In the approval order, the FERC commissioners concluded that
the proposed merger will not adversely affect competition, rates
or regulation, and that it is consistent with the public
interest.
     "The original goal of restructuring this industry was to
deliver lower prices to consumers," said NEES President and Chief
Executive Officer Rick Sergel.  "Mergers such as NEES/EUA are one
of the restructuring-driven changes that will help achieve those
lower prices."

      EUA Chairman and Chief Executive Officer Donald G. Pardus
said, "This merger will enable us to continue to provide top-
notch customer service and reliable, low-cost electricity to our
customers.  We are pleased that the FERC agrees."

     The proposed merger will result in a company that serves
more than 1.6 million electricity customers in 228 communities in
Massachusetts, Rhode Island and New Hampshire.

     In April, the merger received Hart-Scott-Rodino clearance
from the Department of Justice and the Federal Trade Commission.
The merger also requires approval from the Securities and
Exchange Commission, Nuclear Regulatory Commission, and the state
utility commissions in Massachusetts and Rhode Island.

     In December 1998, NEES announced that it will merge with
National Grid Group, plc, the world's largest independent
transmission company, which is based in Coventry, England.  Upon
completion of that merger, NEES will become a wholly owned
subsidiary of National Grid and its base of U.S. operations.


     Both mergers are expected to close by early 2000.

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

     Eastern Utilities Associates (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.