SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549



                             FORM 8-K

                          CURRENT REPORT


                  Pursuant to Section 13 of the
                 Securities Exchange Act of 1934


        Date of Earliest Event Reported: October 29, 1999


                    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
- ---------------------

     National Grid Merger Update
     ---------------------------

     As previously reported, in connection with the merger of New
England Electric System (NEES) and The National Grid Group plc
(National Grid), NEES and National Grid filed for merger approval
with the Nuclear Regulatory Commission (NRC) associated with
NEP's minority ownership interests in six nuclear plants.  On
July 20, 1999, three subsidiaries of Northeast Utilities (NU, the
lead owner of two of the nuclear plants) filed a request for
hearing with the NRC raising issues with respect to foreign
ownership and whether NEP will continue to meet the financial
qualifications standards under the Atomic Energy Act.

     On October 21, 1999, the NRC granted the request for a
hearing on these two issues and directed NEES, National Grid, and
the Northeast Utilities subsidiaries to confer promptly on
whether this proceeding could be settled without the need for a
hearing.

     On October 29, 1999, NEES, National Grid, and the NU
subsidiaries notified the NRC that an agreement in principle
had been negotiated with respect to these issues.  As part of
this agreement, the NU subsidiaries have agreed to withdraw their
petitions for intervention and hearing.  Once the NRC grants the
withdrawal and dismisses the hearing, NEES and National Grid
anticipate that remaining regulatory approvals of the merger from
the NRC and the Securities and Exchange Commission will be
obtained in a time frame that will allow the merger to be
completed by early 2000.

     Millstone 3 Update
     ------------------

     As previously reported, in August 1997, NEP sued NU in
Massachusetts Superior Court for damages caused by the shutdown
of Millstone 3.   NEP also sent a demand for arbitration to
subsidiaries of NU, seeking damages for the same shutdown under
an agreement with the Company and others regarding the operation
and ownership of Millstone 3.


     On October 29, 1999, NEP, NU, and the NU subsidiaries
reached an agreement in principle to settle the litigation and
arbitration described in the preceding paragraph.  The proposed
settlement would involve the payment of fixed and contingent
amounts to NEP, as well as an agreement by NU to include NEP's
Millstone interest when NU sells its Millstone interest at
auction.  The settlement is subject to the execution of a
definitive agreement.

     Amounts received pursuant to the proposed settlement will,
after reimbursement of NEP's net investment in the unit and
transaction costs, be credited to customers.
     

                            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
                                    Vice President


Date: October 29, 1999