SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                 FORM 15

      Certification and Notice of Termination of Registration under
          Section 12(g) of the Securities Exchange Act of 1934
         or Suspension of Duty to File Reports Under Sections 13
            and 15(d) of the Securities Exchange Act of 1934



                                          Commission File Number 0-1229


                        NEW ENGLAND POWER COMPANY
                            25 Research Drive
                         Westborough, MA  01582
                             (508) 366-9011



                      6% Cumulative Preferred Stock

        (Title of each class of securities covered by this Form)



                     Dividend Series Preferred Stock

       (Titles of all other classes of securities for which a duty
          to file reports under section 13(a) or 15(d) remains)



  Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

      Rule 12g-4(a)(1)(i)   [ ]             Rule 12h-3(b)(1)(ii)  [ ]
      Rule 12g-4(a)(1)(ii)  [ ]             Rule 12h-3(b)(2)(i)   [ ]
      Rule 12g-4(a)(2)(i)   [ ]             Rule 12h-3(b)(2)(ii)  [ ]
      Rule 12g-4(a)(2)(ii)  [X]
      Rule 12h-3(b)(1)(i)   [ ]             Rule 15d-6            [ ]


  Approximate number of holders of record as of the certification or
notice date:

                                   255


  Pursuant to the requirements of the Securities Exchange Act of 1934, NEW
ENGLAND POWER COMPANY has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.


Date: June 2, 1994                        By: s/John G. Cochrane
                                                                   
                                                John G. Cochrane
                                                Assistant Treasurer