<PAGE>






                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: December 11, 1998


                  MASSACHUSETTS ELECTRIC COMPANY

        (exact name of registrant as specified in charter)


Massachusetts            0-5464              04-1988940
(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)
<PAGE>
Item 5.  Other Events
---------------------

       On December 11, 1998, Massachusetts Electric Company's
parent, New England Electric System, a Massachusetts business
trust (NEES), The National Grid Group plc, a public limited
company incorporated under the laws of England and Wales with
registration number 2367004 (National Grid) and Iosta LLC, a
Massachusetts limited liability company which is directly and
indirectly wholly owned by National Grid (Iosta), entered into an
Agreement and Plan of Merger, dated as of December 11, 1998 (the
Merger Agreement), providing for a merger transaction among NEES,
National Grid and Iosta.  The press release issued in connection
therewith is filed herewith as Exhibit 99, and is incorporated
herein by reference.  

     Pursuant to the Merger Agreement, Iosta will merge with and
into NEES (the Merger), with NEES being the surviving entity and
becoming a wholly-owned subsidiary of National Grid.  The Merger,
which was unanimously approved by the boards of directors of
NEES, National Grid and Iosta, is expected to occur shortly after
all of the conditions to the consummation of the Merger,
including the receipt of shareholder approvals and certain
regulatory approvals, are met or waived.  NEES anticipates that
the Merger can be consummated in early 2000.

Item 7. Financial Statements, Pro Forma Financial Information
        and Exhibits
--------------------------------------------------------------

(c)  Exhibits

(1)  Press Release
<PAGE>
                            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.

                                 MASSACHUSETTS ELECTRIC COMPANY

                                     
                                     s/John G. Cochrane
                                 By _________________________
                                     John G. Cochrane 
                                     Treasurer


Date: December 22, 1998
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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: December 11, 1998

                  MASSACHUSETTS ELECTRIC COMPANY

        (exact name of registrant as specified in charter)

Massachusetts            0-5464              04-1988940
(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
---------------------

       On December 11, 1998, Massachusetts Electric Company's
parent, New England Electric System, a Massachusetts business
trust (NEES), The National Grid Group plc, a public limited
company incorporated under the laws of England and Wales with
registration number 2367004 (National Grid) and Iosta LLC, a
Massachusetts limited liability company which is directly and
indirectly wholly owned by National Grid (Iosta), entered into an
Agreement and Plan of Merger, dated as of December 11, 1998 (the
Merger Agreement), providing for a merger transaction among NEES,
National Grid and Iosta.  The press release issued in connection
therewith is filed herewith as Exhibit 99, and is incorporated
herein by reference.  

     Pursuant to the Merger Agreement, Iosta will merge with and
into NEES (the Merger), with NEES being the surviving entity and
becoming a wholly-owned subsidiary of National Grid.  The Merger,
which was unanimously approved by the boards of directors of
NEES, National Grid and Iosta, is expected to occur shortly after
all of the conditions to the consummation of the Merger,
including the receipt of shareholder approvals and certain
regulatory approvals, are met or waived.  NEES anticipates that
the Merger can be consummated in early 2000.

Item 7. Financial Statements, Pro Forma Financial Information
        and Exhibits
--------------------------------------------------------------

(c)  Exhibits

(1)  Press Release
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.

                                 MASSACHUSETTS ELECTRIC COMPANY

                                     
                                     s/John G. Cochrane
                                 By _________________________
                                     John G. Cochrane 
                                     Treasurer

Date: December 22, 1998