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 12, 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, in May 1996, the Massachusetts
Department of Public Utilities (MDPU) issued a set of proposed
rules and regulations which would allow all customers of
Massachusetts investor-owned utilities to choose their electricity
supplier beginning in 1998.  On September 12, 1996, the Attorney
General of Massachusetts and New England Electric System (NEES)
subsidiaries Massachusetts Electric Company (Massachusetts
Electric) and New England Power Company (NEP) announced that they
had reached agreement on a plan which, if approved by the MDPU,
would implement retail choice in 1998 and provide Massachusetts
Electric and NEP recovery of stranded costs.

     Under the plan, all customers of Massachusetts investor-owned
utilities would have the ability to choose an alternative supplier
beginning on January 1, 1998.  Until a customer chooses an
alternative supplier, that customer would receive "Standard Offer"
service which would be priced to guarantee that customer at least
a ten percent savings from today's electric prices.  Distribution
utilities would purchase power for "Standard Offer" service from
suppliers through a competitive bidding process.  NEP would be
eligible to bid.

     Under the plan, NEP's wholesale rates would be frozen until
the commencement of retail choice in Massachusetts.   Upon the
commencement of retail choice in Massachusetts, NEP's wholesale
contract with Massachusetts Electric would be terminated.  In
return, the cost of NEP's past generation commitments to serve
Massachusetts Electric's customers would be recovered through a
transition access charge on retail distribution rates.  Those
commitments are currently estimated at approximately $4 billion on
a present value basis (of which Massachusetts Electric's share is
approximately $3 billion).  The aggregate amount of the transition
access charge would be reduced by the fair market value of NEP's
non-nuclear generating assets.  The value of such generating
assets would be determined by selling, spinning off, or otherwise
disposing of at least a 15 percent interest in such generating
facilities.

     Sunk costs associated with generating plants and regulatory
assets would be recovered over a period of 12 years, with an
initial return on equity of 9.4 percent.  Purchased power
contracts and nuclear decommissioning costs would be recovered as
incurred over the life of those obligations, a period expected to
extend beyond 12 years.  The initial transition access charge
would be set at 2.8 cents per kWh through December 31, 2000, and is
expected to decline thereafter. As the transition access charge

declines, NEP would earn mitigation incentives which would
supplement its return on equity above the initial 9.4 percent
during the twelve year transition period.  

     The plan also establishes performance-based rates for
Massachusetts Electric.  Under the plan, Massachusetts Electric's
non-fuel rates would be frozen at current levels until the
commencement of retail choice.  Upon commencement of retail
choice, Massachusetts Electric would receive an approximately $45
million increase in its distribution rates, with such rates then
frozen through the year 2000.  Massachusetts Electric's return on
equity would be subject to a floor of 6 percent and a ceiling of 11
percent, effective upon commencement of retail choice.  Earnings
over the ceiling would be shared equally between customers and
shareholders up to an absolute cap of 12.5 percent.  To the extent
that earnings fall below the floor, Massachusetts Electric would
be authorized to surcharge customers for the shortfall.

     The NEES Companies and the Attorney General will present the
plan to other industry stakeholders with the intent of reaching
consensus with other parties before filing the plan with the MDPU
on October 1, 1996.  It is not known when the MDPU will issue a
decision on the plan.  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.

                            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:   September 12, 1996