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: October 1, 1996


                    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)


Item 5.  Other Events
_____________________


     As previously reported on September 12, 1996, New England
Electric System (NEES) subsidiaries Massachusetts Electric Company
(Massachusetts Electric) and New England Power Company (NEP)
announced that they had reached agreement with the Attorney
General of Massachusetts on a plan which, if approved by the
Massachusetts Department of Public Utilities (MDPU), would
implement retail choice in 1998 and provide Massachusetts Electric
and NEP recovery of stranded costs.  Since that time, the NEES
companies have been seeking to reach consensus on that plan with
other industry stakeholders before filing the plan with the MDPU.  

     On October 1, 1996, Massachusetts Electric and NEP, together
with the Attorney General, the Massachusetts Division of Energy
Resources and other parties announced the filing of a
restructuring plan with the MDPU.  The filed plan is similar to the
previously announced plan except that the NEES companies have
agreed to voluntarily divest, either by sale or spin off, 100% of
their generating business to one or more nonaffiliated entities. 
The plan would require the NEES companies to file an additional
plan by July 1, 1997 detailing how the divestiture would be
carried out.  Actual divestiture would take place within six
months after the later of (i) commencement of retail choice in
Massachusetts for all customers of investor-owned electric
utilities or (ii) the receipt of all governmental approvals
necessary for the transfer.  The aggregate amount of the
transition access charge on retail distribution rates to recover
NEP's past generation commitments would be reduced by the proceeds
or other valuation of the divested generation assets.

     As part of the divestiture plan, NEP would endeavor to sell
or otherwise transfer its minority interest in five operating
nuclear power plants to nonaffiliates.  NEP may, however, retain
responsibility for decommissioning and related expenses if
necessary.  

     The NEES companies have requested that the MDPU hold public
hearings on the plan and issue a decision by December 1, 1996. 
Implementation of the plan is also subject to enactment of
enabling legislation by the Massachusetts legislature and the
approval of the Federal Energy Regulatory Commission.  Additional
governmental approvals would be required for the transfer of the
generation business. 

     Historically, electric utility rates have been based on a
utility's costs.  As a result, electric utilities are subject to
certain accounting standards that are not applicable to other
business enterprises in general.  Financial Accounting Standards
No. 71, Accounting for the Effects of Certain Types of Regulation
(FAS71), requires regulated entities, in appropriate
circumstances, to establish regulatory assets and liabilities, and
thereby defer the income statement impact of certain costs that
are expected to be recovered in future rates.  The NEES companies
believe that, if approved by regulators, the restructuring plan
would meet the criteria for continued application of FAS71 to the
NEES companies' remaining regulated utility operations, including
the recovery of stranded costs.  As a result, no writeoff of
existing regulatory assets is expected and any loss from the
divestiture of the NEES companies generating business would be
recorded as a regulatory asset.

     NEP has approximately $740 million of mortgage bonds
outstanding.  Under the bond indenture terms, provision for the
retirement of those bonds may be required through redemption or
defeasance upon the sale of the generating business.

                            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:   October 1, 1996