As filed with the Commission on January 27, 1994    File No. 33-

                                 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
                                       PERFORMANCE SHARE 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      offering            aggregate    fee
registered       <F1><F2>        price per<F3>       offering
                                 share               price<F3>
_______________________________________________________________________________

Common Stock     200,000         $26.375             $5,275,000   $l,8l9.00     
par value,
$1.00    

______________________________________________________________________________
[FN]
<F1>  To be purchased from time to time for participants in the Plan.

<F2>  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.

<F3>  Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h) of the basis of the average of the high (26.75)
      and low (26.00) prices of the (Boston Edison Company) Common
      Stock, par value $1.00, reported on the New York Stock Exchange on 
      January 25, 1994, which date is within five (5) business days 
      of the filing hereof.  




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, 1992, and Amendment No. 1 thereto,
dated as of June 29, 1993, filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act").

        (b)  The registrant' Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1993, filed
pursuant to the Exchange Act.

        (c)  The registrant's Current Reports on Form 8-K dated
January 28, February 11, April 27 and October 29, 1993 pursuant
to Section 13(a) or Section 15(d) of the Exchange Act.

        (d)  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.

        (e)  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 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.

Item 8.  Exhibits.

Exhibit                                                                         
Number                                                                         

4.1             Boston Edison Performance Share Plan

15.             Letter re:  Unaudited Interim 
                Financial Information.                                      

23.             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.

        (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.


                                               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 27th day of January, 1994.

                                                BOSTON EDISON COMPANY


                                                By:/s/ Charles E. Peters, Jr.   
                                                   CHARLES E. PETERS, JR.
                                                   Senior Vice President-Finance

        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:
BERNARD W. REZNICEK,  Chairman  
and Chief Executive Officer

Principal Financial Officer:
CHARLES E. PETERS, JR., 
Senior Vice President - Finance

Principal Accounting Officer:
ROBERT J. WEAFER, JR., 
Vice President, Controller
and Chief Accounting Officer     
                                                By:/s/ Charles E. Peters, Jr. 
Directors:                                           CHARLES E. PETERS, JR.
                                                     (as attorney-in-fact and
WILLIAM F. CONNELL                                   on his own behalf as
GARY L. COUNTRYMAN                                 Principal Financial Officer)
GEORGE W. DAVIS
THOMAS G. DIGNAN, JR.
NELSON S. GIFFORD                                       January 27, 1994
KENNETH I. GUSCOTT
MATINA S. HORNER                        
THOMAS J. MAY                      
SHERRY H. PENNEY                                
BERNARD W. REZNICEK                             
HERBERT ROTH, JR.                                        
STEPHEN J. SWEENEY                              
PAUL E. TSONGAS
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 14964}]
{"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": "033-52043", "film-number": "94503152"}, "business-address": {"street1": "800 BOYLSTON ST", "street2": "ROOM P-344", "city": "BOSTON", "state": "MA", "zip": "02199", "phone": "6174242000"}}
As filed with the Commission on January 27, 1994    File No. 33-

                                 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
                                       PERFORMANCE SHARE 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      offering            aggregate    fee
registered
price per
offering
                                 share               price
_______________________________________________________________________________

Common Stock     200,000         $26.375             $5,275,000   $l,8l9.00     
par value,
$1.00    

______________________________________________________________________________
[FN]
To be purchased from time to time for participants in the Plan.
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.
Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h) of the basis of the average of the high (26.75)
      and low (26.00) prices of the (Boston Edison Company) Common
      Stock, par value $1.00, reported on the New York Stock Exchange on 
      January 25, 1994, which date is within five (5) business days 
      of the filing hereof.  

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, 1992, and Amendment No. 1 thereto,
dated as of June 29, 1993, filed pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act").

        (b)  The registrant' Quarterly Reports on Form 10-Q for the
quarters ended March 31, June 30 and September 30, 1993, filed
pursuant to the Exchange Act.

        (c)  The registrant's Current Reports on Form 8-K dated
January 28, February 11, April 27 and October 29, 1993 pursuant
to Section 13(a) or Section 15(d) of the Exchange Act.

        (d)  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.

        (e)  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 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.

Item 8.  Exhibits.

Exhibit                                                                         
Number                                                                         

4.1             Boston Edison Performance Share Plan

15.             Letter re:  Unaudited Interim 
                Financial Information.                                      

23.             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.

        (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.

                                               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 27th day of January, 1994.

                                                BOSTON EDISON COMPANY

                                                By:/s/ Charles E. Peters, Jr.   
                                                   CHARLES E. PETERS, JR.
                                                   Senior Vice President-Finance

        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:
BERNARD W. REZNICEK,  Chairman  
and Chief Executive Officer

Principal Financial Officer:
CHARLES E. PETERS, JR., 
Senior Vice President - Finance

Principal Accounting Officer:
ROBERT J. WEAFER, JR., 
Vice President, Controller
and Chief Accounting Officer     
                                                By:/s/ Charles E. Peters, Jr. 
Directors:                                           CHARLES E. PETERS, JR.
                                                     (as attorney-in-fact and
WILLIAM F. CONNELL                                   on his own behalf as
GARY L. COUNTRYMAN                                 Principal Financial Officer)
GEORGE W. DAVIS
THOMAS G. DIGNAN, JR.
NELSON S. GIFFORD                                       January 27, 1994
KENNETH I. GUSCOTT
MATINA S. HORNER                        
THOMAS J. MAY                      
SHERRY H. PENNEY                                
BERNARD W. REZNICEK                             
HERBERT ROTH, JR.                                        
STEPHEN J. SWEENEY                              
PAUL E. TSONGAS