UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, ~~COMMISSION~~D.C. 20549

Washington, DC 20549

FORM 8-K

CURRENT REPORTPursuant ~~REPORT~~to Section 13 or 15(d) of theSecurities Exchange Act of 1934Date of report (Date of earliest event reported): December 9, 2004NEW ENGLAND POWER COMPANY(Exact Name of Registrant as Specified in Charter)

Pursuant to Section 13 of the

Massachusetts	2-26651	04-1663070
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

~~Securities~~25 ~~Exchange~~Research ~~Act~~Drive, Westborough, MA 01582(Address of ~~1934~~principal executive offices)(508) 389-2000(Registrant's telephone number, including area code)(Former Name or Former Address, if Changed Since Last Report)

~~Date of Earliest Event Reported: November 27, 2002~~______________________________________________________________________________________________

~~NEW~~ Check the ~~ENGLAND~~appropriate ~~POWER~~box ~~COMPANY~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (~~exact~~17 ~~name~~CFR of230.425) ~~registrant~~[ as] ~~specified~~Soliciting ~~in charter~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Massachusetts	1-6564	04-1663070
(state or other	(Commission	(I.R.S. Employer
jurisdiction of	File No.)	Identification No.)
incorporation)

______________________________________________________________________________________________

25Item ~~Research~~1.01. ~~Drive,~~Entry ~~Westborough,~~into ~~Massachusetts~~a ~~01582~~Material Definitive Agreement.

On December 9, 2004, the Company reached a settlement with USGen New England, Inc. regarding various matters including the Amended and Restated PPA Transfer Agreement dated October 29, 1997, as amended by the First Amendment to such agreement dated October 10, 2001, both listed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2004 (~~Address~~these ofagreements ~~principal~~are ~~executive~~referred ~~offices~~to collectively as the “Transfer Agreement”). The settlement and the proposed proceeds to be received from USGen are subject to approval by the U.S. Bankruptcy Court. Under the settlement, the Transfer Agreement would terminate effective April 1, 2005, and the Company would resume performance and payment obligations under certain long-term purchased power contracts. Resumption of these obligations would not materially affect the results of operations, as the Company would continue to pass the above-market cost of the contracts to customers through a contract termination charge, or CTC, and payments from USGen in respect of these obligations would be credited to customers through the CTC.

~~(508) 389-2000~~SIGNATURES

~~(Registrant's~~ Pursuant ~~telephone~~to ~~number~~the requirements of the Securities Exchange Act of 1934, ~~including~~the ~~area~~registrant ~~code)~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Item 5. Other Events

	NEW ENGLAND POWER COMPANY


Date: December 14, 2004	By	/s/ John G. Cochrane
		John G. Cochrane
		Vice President and Chief Financial Officer

As part of an ongoing review process, management of Connecticut Yankee Atomic Power Company (Connecticut Yankee), Yankee Atomic Electric Company (Yankee Atomic) and Maine Yankee Atomic Power Company (Maine Yankee) prepared revised estimates of the cost of decommissioning, respectively, the Connecticut Yankee nuclear unit (CY), the Yankee Atomic nuclear unit (Yankee Rowe) and the Maine Yankee nuclear unit (MY). CY, Yankee Rowe and MY have been permanently shut down and are currently conducting decommissioning activities. The estimated costs of decommissioning CY, Yankee Rowe and MY for the period through 2022 have increased by approximately $150 million, $190 million and $40 million, respectively, over prior estimates. Such prior estimated costs were included in the rates of the three Yankee companies, which have been approved by the Federal Energy Regulatory Commission (FERC). The new cost estimates will be revised from time to time based on information available to the Yankee companies regarding future costs.

The new estimates are attributable mainly to increases in the projected costs of spent fuel storage, security and liability and property insurance.

New England Power Company owns 19.5% of Connecticut Yankee, 34.5% of Yankee Atomic and 24% of Maine Yankee. The Company's share of the increased costs, respectively, would be approximately $29 million, $66 million and $10 million, or approximately $105 million in aggregate.

The Company expects the Yankee companies to seek allowance of recovery of these increases in rate applications to be filed in due course with the FERC, with any resulting adjustments being charged to their respective customers, including the Company. The outcome of these filings cannot be predicted at this time. Under the provisions of the Company's industry restructuring settlement agreements approved by state and federal regulators in 1998, the Company recovers all costs, including shutdown costs, that the FERC allows the Yankee companies to bill to the Company.

For further information concerning the Yankee companies, see New England Power Company’s Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 2002, “Nuclear Units”, under Footnote B to the Financial Statements.

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

Date: November 27, 2002

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