As filed with the Commission on July 9, 1997 File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                              BOSTON EDISON COMPANY

               (Exact name of issuer as specified in its charter)

       Massachusetts                                  04-1278810
-------------------------------                       -------------------
(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                        Identification No.)


                               800 Boylston Street
                           Boston, Massachusetts 02199
                     ------------------------------------------------
          (Address of principal executive offices, including zip code)

                                  BOSTON EDISON
                                  -------------
                            1997 Stock Incentive Plan
                            -------------------------
                            (Full title of the plan)


                                    Copy to:
 Theodora S. Convisser, Clerk                         Boston Edison Company
       800 Boylston Street                           Boston, MA 02199  
                                
                                 (617) 424-2000
                                 ---------------------
                           (Name, address and telephone
                            number of agent for service)

<TABLE>
 <CAPTION>
                       CALCULATION OF REGISTRATION FEE
<S>                <C>                    <C>                   <C>             <C>         

-------------------------------------------------------------------------------------------------------
Title of            Amount                Proposed              Proposed        Amount of
Securities          to be                 maximum               maximum         registration
to be               registered(1)         offering              aggregate       fee
registered                                price per(2)          offering
                                          share                 price(2)
-------------------------------------------------------------------------------------------------------

Common Stock          2,000,000           $ 27.94               $ 55,880,000    $ 16,932.00
par value, $1.00

-------------------------------------------------------------------------------------------------------
</TABLE>

(1) Plus such  indeterminate  number of additional  shares as may be required in
the  event of a stock  dividend,  stock  split,  combination  of shares or other
change in the capitalization of Boston Edison Company.

(2)  Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant  to Rule 457(h) of the basis of the average of the high (28.125) and 
low (27.75) prices of the (Boston Edison Company) Common Stock, par value $1.00,
reported on the New York  Stock  Exchange  on July 7, 1997,  which  date is 
within  five (5) business days of the filing hereof.

                                      -1-


                                  
<PAGE>

Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         Boston  Edison  Company  (the  "Registrant"  or the  "Company")  hereby
incorporates the following documents herein by reference:

         (a) The  registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1996,  filed pursuant to the Securities  Exchange Act of 1934
(the "Exchange Act").

         (b) The registrant' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to the Exchange Act.

         (c) All  other  reports  filed by the  registrant  with the  Commission
pursuant to Section  13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the registrant's annual report referred to above.

         (d) The  description  of the Company's  Common Stock,  $1.00 par value,
contained in the Company's  Registration  Statement on Form 10 (Registration No.
1-904) in respect of the Company's Common Stock, filed pursuant to Section 12 of
the Exchange Act.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

         The  corporation  shall, to the extent legally  permissible,  indemnify
each of its directors and officers  (including  persons who serve at its request
as directors,  officers, or trustees of another organization in which it has any
interest,  as a shareholder,  creditor or otherwise) against all liabilities and
expenses,  including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties,  and counsel fees, reasonably incurred by such person in
connection  with  the  defense  or  disposition  of any  action,  suit or  other
proceeding,  whether civil or criminal,  in which such person may be involved or
with which such  person may be  threatened,  while in office or  thereafter,  by
reason  of such  person's  being or  having  been such a  director,  officer  or
trustee,  except with  respect to any matter as to which such person  shall have
been  adjudicated  in any  proceeding  not to have  acted  in good  faith in the
reasonable  belief  that  his or her  action  was in the best  interests  of the
corporation;  provided,  however,  that  as  to  any  matter  disposed  of  by a
compromise payment by such director or officer,  pursuant to a consent decree or
otherwise,  no indemnification either for said payment or for any other expenses
shall be  provided  unless  such  compromise  shall be  approved  as in the best
interests of the corporation after notice that it involves such indemnification:
(a) by a  disinterested  majority of the directors  then in office,  or (b) by a
majority of the disinterested  directors then in office, provided that there has
been obtained an opinion in writing of  independent  legal counsel to the effect
that  such  director  or  officer  appears  to have  acted in good  faith in the
reasonable  belief  that  his or her  action  was in the best  interests  of the
corporation; or (c) by the holders of a majority of the outstanding stock at the
time entitled to vote for directors,  voting as a single class, exclusive of any
stock owned by any interested  director or officer.  Each director or officer of
the  corporation  shall,  in the  performance  of his or her  duties,  be  fully
protected in relying in good faith upon the books of account of the corporation,
reports  made to the  corporation  by any of its  officers  or  employees  or by
counsel,  accountants,  appraisers or other experts or consultants selected with
reasonable care by the

                                       -2-


<PAGE>



directors, or upon other records of the corporation. Expenses, including counsel
fees,  reasonably  incurred by any  director or officer in  connection  with the
defense or disposition of any such action,  suit or other proceeding may be paid
from time to time by the corporation in advance of the final disposition thereof
upon receipt of an  undertaking by such director or officer to repay the amounts
so paid by the corporation if it is ultimately  determined that  indemnification
for  such  expenses  is  not  authorized  under  this  section.   The  right  of
indemnification  hereby  provided  shall not be exclusive of or affect any other
rights  to which  any  director  or  officer  may be  entitled.  As used in this
section,  the terms  "director" and "officer"  include their  respective  heirs,
executors and  administrators,  and an  "interested"  director or officer is one
against whom in such capacity the proceedings in question or another  proceeding
on the same or  similar  grounds  is then  pending.  Nothing  contained  in this
section shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.

         Section 67 of Chapter 156B of the  Massachusetts  General Laws provides
that  indemnification  of  directors  and officers may be provided to the extent
specified or authorized by the articles of organization or bylaws.

         The Company has  purchased  two-part  policies  of  insurance  covering
directors'  and  officers'  liability  and  reimbursement  of  the  Company  for
indemnification of a director or officer.  The policies covering  directors' and
officers'  liability  provide  for payment on behalf of a director or officer of
any Loss (defined to include among other things damages, judgments, settlements,
costs and  expenses)  arising from claims  against  such  director or officer by
reason of any Wrongful Act (as defined) subject to certain exclusions.



                                       -3-


<PAGE>



Item 8.  Exhibits.
         ---------

Exhibit
Number
------

5.                Opinion of Ropes & Gray as to legality of the securities being
                  issues.

15.               Letter re:  Unaudited Interim. Financial Information.

23.1.             Consent of Ropes & Gray (included in its opinion filed as 
                  Exhibit 5).

23.2.             Consent of Coopers & Lybrand.

24.               Power of Attorney.

Item 9.   Undertakings.
          -------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective  amendment to this registration  statement;  (i) to
include any  prospectus  required by Section  10(a)(3) of the  Securities Act of
1933;  (ii) to reflect in the  prospectus  any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof),  which,  individually  or in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement;
and (iii) to  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,  that paragraphs  (a)(1)(i) and (ii) shall not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to section 13 or
section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

                  (2) that, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof;

                  (3) to remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       -4-


<PAGE>



         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                       -5-


<PAGE>




                                   SIGNATURES




         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for  filing  on  Form  S-8 and has  duly  authorized  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 2nd day of July, 1997.

                             BOSTON EDISON COMPANY

                             By:/s/ JAMES J. JUDGE
                                --------------------
                                JAMES J. JUDGE
                                Senior Vice President and Treasurer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Principal Executive Officer:
THOMAS J. MAY,  Chairman, President
and Chief Executive Officer

Principal Financial Officer:
JAMES J. JUDGE
Senior Vice President and Treasurer

Principal Accounting Officer:
ROBERT J. WEAFER, JR.,
Vice President, Controller
and Chief Accounting Officer
                                           By:/s/ JAMES J. JUDGE
                                              --------------------
Directors:                                    JAMES J. JUDGE
                                           (as attorney-in-fact and
                                            on his own behalf as
GARY L. COUNTRYMAN                                 Principal Financial Officer)
THOMAS G. DIGNAN, JR.
CHARLES K. GIFFORD                                 July 2, 1997
NELSON S. GIFFORD
MATINA S. HORNER
THOMAS J. MAY
SHERRY H. PENNEY
HERBERT ROTH, JR.
STEPHEN J. SWEENEY

                                       -6-
[{"type": "S-8", "sequence": "1", "description": "EMPLOYEE BENEFIT PLAN", "secsgml_size_bytes": 15270}]
{"company-data": {"conformed-name": "BOSTON EDISON CO", "cik": "0000013372", "assigned-sic": "4911", "irs-number": "041278810", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30975", "film-number": "97638283"}, "business-address": {"street1": "800 BOYLSTON ST", "street2": "ROOM P 344", "city": "BOSTON", "state": "MA", "zip": "02199", "phone": "6174242000"}, "mail-address": {"street1": "800 BOYLSTON ST", "street2": "ROOM P 344", "city": "BOSTON", "state": "MA", "zip": "02199"}}
As filed with the Commission on July 9, 1997 File No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------
                              BOSTON EDISON COMPANY

               (Exact name of issuer as specified in its charter)

       Massachusetts                                  04-1278810
-------------------------------                       -------------------
(State or other jurisdiction of                       (IRS Employer
incorporation or organization)                        Identification No.)

                               800 Boylston Street
                           Boston, Massachusetts 02199
                     ------------------------------------------------
          (Address of principal executive offices, including zip code)

                                  BOSTON EDISON
                                  -------------
                            1997 Stock Incentive Plan
                            -------------------------
                            (Full title of the plan)

                                    Copy to:
 Theodora S. Convisser, Clerk                         Boston Edison Company
       800 Boylston Street                           Boston, MA 02199  
                                
                                 (617) 424-2000
                                 ---------------------
                           (Name, address and telephone
                            number of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------
Title of            Amount                Proposed              Proposed        Amount of
Securities          to be                 maximum               maximum         registration
to be               registered(1)         offering              aggregate       fee
registered                                price per(2)          offering
                                          share                 price(2)
-------------------------------------------------------------------------------------------------------

Common Stock          2,000,000           $ 27.94               $ 55,880,000    $ 16,932.00
par value, $1.00

-------------------------------------------------------------------------------------------------------
(1) Plus such  indeterminate  number of additional  shares as may be required in
the  event of a stock  dividend,  stock  split,  combination  of shares or other
change in the capitalization of Boston Edison Company.

(2)  Estimated  solely  for the  purpose of  determining  the  registration  fee
pursuant  to Rule 457(h) of the basis of the average of the high (28.125) and 
low (27.75) prices of the (Boston Edison Company) Common Stock, par value $1.00,
reported on the New York  Stock  Exchange  on July 7, 1997,  which  date is 
within  five (5) business days of the filing hereof.

                                      -1-
Item 3.  Incorporation of Documents by Reference.
         ----------------------------------------

         Boston  Edison  Company  (the  "Registrant"  or the  "Company")  hereby
incorporates the following documents herein by reference:

         (a) The  registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1996,  filed pursuant to the Securities  Exchange Act of 1934
(the "Exchange Act").

         (b) The registrant' Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to the Exchange Act.

         (c) All  other  reports  filed by the  registrant  with the  Commission
pursuant to Section  13(a) or Section 15(d) of the Exchange Act since the end of
the fiscal year covered by the registrant's annual report referred to above.

         (d) The  description  of the Company's  Common Stock,  $1.00 par value,
contained in the Company's  Registration  Statement on Form 10 (Registration No.
1-904) in respect of the Company's Common Stock, filed pursuant to Section 12 of
the Exchange Act.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

         The  corporation  shall, to the extent legally  permissible,  indemnify
each of its directors and officers  (including  persons who serve at its request
as directors,  officers, or trustees of another organization in which it has any
interest,  as a shareholder,  creditor or otherwise) against all liabilities and
expenses,  including amounts paid in satisfaction of judgments, in compromise or
as fines and penalties,  and counsel fees, reasonably incurred by such person in
connection  with  the  defense  or  disposition  of any  action,  suit or  other
proceeding,  whether civil or criminal,  in which such person may be involved or
with which such  person may be  threatened,  while in office or  thereafter,  by
reason  of such  person's  being or  having  been such a  director,  officer  or
trustee,  except with  respect to any matter as to which such person  shall have
been  adjudicated  in any  proceeding  not to have  acted  in good  faith in the
reasonable  belief  that  his or her  action  was in the best  interests  of the
corporation;  provided,  however,  that  as  to  any  matter  disposed  of  by a
compromise payment by such director or officer,  pursuant to a consent decree or
otherwise,  no indemnification either for said payment or for any other expenses
shall be  provided  unless  such  compromise  shall be  approved  as in the best
interests of the corporation after notice that it involves such indemnification:
(a) by a  disinterested  majority of the directors  then in office,  or (b) by a
majority of the disinterested  directors then in office, provided that there has
been obtained an opinion in writing of  independent  legal counsel to the effect
that  such  director  or  officer  appears  to have  acted in good  faith in the
reasonable  belief  that  his or her  action  was in the best  interests  of the
corporation; or (c) by the holders of a majority of the outstanding stock at the
time entitled to vote for directors,  voting as a single class, exclusive of any
stock owned by any interested  director or officer.  Each director or officer of
the  corporation  shall,  in the  performance  of his or her  duties,  be  fully
protected in relying in good faith upon the books of account of the corporation,
reports  made to the  corporation  by any of its  officers  or  employees  or by
counsel,  accountants,  appraisers or other experts or consultants selected with
reasonable care by the

                                       -2-
directors, or upon other records of the corporation. Expenses, including counsel
fees,  reasonably  incurred by any  director or officer in  connection  with the
defense or disposition of any such action,  suit or other proceeding may be paid
from time to time by the corporation in advance of the final disposition thereof
upon receipt of an  undertaking by such director or officer to repay the amounts
so paid by the corporation if it is ultimately  determined that  indemnification
for  such  expenses  is  not  authorized  under  this  section.   The  right  of
indemnification  hereby  provided  shall not be exclusive of or affect any other
rights  to which  any  director  or  officer  may be  entitled.  As used in this
section,  the terms  "director" and "officer"  include their  respective  heirs,
executors and  administrators,  and an  "interested"  director or officer is one
against whom in such capacity the proceedings in question or another  proceeding
on the same or  similar  grounds  is then  pending.  Nothing  contained  in this
section shall affect any rights to indemnification to which corporate  personnel
other than directors and officers may be entitled by contract or otherwise under
law.

         Section 67 of Chapter 156B of the  Massachusetts  General Laws provides
that  indemnification  of  directors  and officers may be provided to the extent
specified or authorized by the articles of organization or bylaws.

         The Company has  purchased  two-part  policies  of  insurance  covering
directors'  and  officers'  liability  and  reimbursement  of  the  Company  for
indemnification of a director or officer.  The policies covering  directors' and
officers'  liability  provide  for payment on behalf of a director or officer of
any Loss (defined to include among other things damages, judgments, settlements,
costs and  expenses)  arising from claims  against  such  director or officer by
reason of any Wrongful Act (as defined) subject to certain exclusions.

                                       -3-
Item 8.  Exhibits.
         ---------

Exhibit
Number
------

5.                Opinion of Ropes & Gray as to legality of the securities being
                  issues.

15.               Letter re:  Unaudited Interim. Financial Information.

23.1.             Consent of Ropes & Gray (included in its opinion filed as 
                  Exhibit 5).

23.2.             Consent of Coopers & Lybrand.

24.               Power of Attorney.

Item 9.   Undertakings.
          -------------

         (a)      The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective  amendment to this registration  statement;  (i) to
include any  prospectus  required by Section  10(a)(3) of the  Securities Act of
1933;  (ii) to reflect in the  prospectus  any facts or events arising after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof),  which,  individually  or in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement;
and (iii) to  include  any  material  information  with  respect  to the plan of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such  information in the  registration  statement;  provided,
however,  that paragraphs  (a)(1)(i) and (ii) shall not apply if the information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained in periodic reports filed by the registrant  pursuant to section 13 or
section 15(d) of the Securities  Exchange Act of 1934 that are  incorporated  by
reference in the registration statement.

                  (2) that, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities  offered herein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof;

                  (3) to remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                       -4-
(c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       -5-
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for  filing  on  Form  S-8 and has  duly  authorized  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Boston and the Commonwealth of Massachusetts, on
this 2nd day of July, 1997.

                             BOSTON EDISON COMPANY

                             By:/s/ JAMES J. JUDGE
                                --------------------
                                JAMES J. JUDGE
                                Senior Vice President and Treasurer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Principal Executive Officer:
THOMAS J. MAY,  Chairman, President
and Chief Executive Officer

Principal Financial Officer:
JAMES J. JUDGE
Senior Vice President and Treasurer

Principal Accounting Officer:
ROBERT J. WEAFER, JR.,
Vice President, Controller
and Chief Accounting Officer
                                           By:/s/ JAMES J. JUDGE
                                              --------------------
Directors:                                    JAMES J. JUDGE
                                           (as attorney-in-fact and
                                            on his own behalf as
GARY L. COUNTRYMAN                                 Principal Financial Officer)
THOMAS G. DIGNAN, JR.
CHARLES K. GIFFORD                                 July 2, 1997
NELSON S. GIFFORD
MATINA S. HORNER
THOMAS J. MAY
SHERRY H. PENNEY
HERBERT ROTH, JR.
STEPHEN J. SWEENEY

                                       -6-