DF 98-032
                                     
                         New England Power Company
                                     
          Petition for Increase in Short-Term Borrowing Authority
                                     
     Order NISI Approving Request for Increase in Short-Term Borrowing
                                 Authority
                                     
                         O R D E R   N O.  22,907
                                     
                              April 28, 1998

         On March 13, 1998, New England Power Company, Inc.
(NEP), filed a petition with the New Hampshire Public Utilities
     Commission (Commission), pursuant to RSA 369, for authority to
     increase its short-term borrowing authority from $375 million to
     $750 million on a temporary basis.  NEP's petition indicates that
     following the completion of the divestiture of substantially all
     of its non-nuclear generation assets, it will refile for a lower
     maximum level of short-term borrowing authority.
         In its Order No. 20,952 in DF 93-152, issued September
     8, 1993, the Commission provided NEP authorization to issue and
     renew its notes, bonds, and other evidences of indebtedness
     payable in less than twelve months after the date thereof, in an
     aggregate amount not to exceed $375 million.  In the instant
     petition, NEP indicates that the request for a higher level of
     short-term borrowing authority of $750 million is for the purpose
     of increasing its ability to finance the buyout of purchased
     power contracts with non-utility generators and for the
     repurchase of certain of its mortgage bonds.  At the time of the
     anticipated divestiture, NEP will have to defease its outstanding
     mortgage bonds.  In order to avoid any additional defeasance
     costs at that time, NEP does not plan to issue any additional
     mortgage bonds prior to divestiture.  Therefore, NEP's primary
     funding vehicle will be short-term debt.
         NEP has indicated that, with its on-going short-term
     borrowing needs in a range of $150 to $225 million, a net
     potential short-term borrowing obligation associated with its
     variable rate tax-exempt bonds of approximately $167 million, and
     potential non-utility generator buyouts that are currently being
     negotiated of approximately $330 million, a range of potential
     short-term borrowing needs of $647 million to $722 million is
     obtained.  Accordingly, NEP has requested a total maximum
     short-term borrowing capacity of $750 million.
         Based upon our review of NEP's filing, and the proposed
     purposes of the increased short-term borrowing authority, we will
     approve the Company's request as filed.  We will direct the
     Company to file within 60 days of the divestiture its intentions
     with respect to the higher maximum short-term borrowing authority
     provided for herein.  NEP should make the same filing in the
     event the divestiture does not go forward by December 31, 1999. 
     
         Based upon the foregoing, it is hereby 
         ORDERED NISI, that New England Power Company, pursuant
     to RSA 369, is authorized to increase its short-term borrowing
     authority from $375 million to $750 million on a temporary basis;
     and it is
         FURTHER ORDERED, that New England Power Company shall
     file within 60 days of the divestiture of substantially all of
     its non-nuclear generation assets a statement of its intentions
     with respect to the higher maximum short-term borrowing authority
     provided for herein; and it is
         FURTHER ORDERED, that, in the event that the
     divestiture does not go forward by December 31, 1999, NEP shall
     similarly file a statement of its intentions with respect to the
     level of short-term debt as authorized herein; and it is
         FURTHER ORDERED, that on or about January 1 and July 1
     of each year New England Power Company shall file with this
     Commission a detailed statement, duly sworn to by its treasurer,
     showing the disposition of the proceeds of said borrowings; and
     it is
         FURTHER ORDERED, that pursuant to N.H. Admin. Rules,
     Puc 1604.03 or Puc 1605.03, the Petitioner shall cause a copy of
     this Order Nisi to be published once in a statewide newspaper of
     general circulation or of circulation in those portions of the
     state where operations are conducted, such publication to be no
     later than May 5, 1998 and to be documented by affidavit filed
     with this office on or before May 12, 1998; and it is
         FURTHER ORDERED, that all persons interested in
     responding to this petition be notified that they may submit
     their comments or file a written request for a hearing on this
     matter before the Commission no later than May 19, 1998; and it
     is
         FURTHER ORDERED, that any party interested in
     responding to such comments or request for hearing shall do so no
     later than May 26, 1998; and it is
         FURTHER ORDERED, that this Order Nisi shall be
     effective May 28, 1998, unless the Commission provides otherwise
     in a supplemental order issued prior to the effective date.
         By order of the Public Utilities Commission of New
     Hampshire this twenty-eighth day of April, 1998.
     
                                                                     
        Douglas L. Patch    Bruce B. Ellsworth        Susan S. Geiger
            Chairman           Commissioner            Commissioner
     
     
     Attested by:
     
     
                                      
     Claire D. DiCicco
     Assistant Secretary