<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 31, 1997


                  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
---------------------
 

     The composition of the board of directors of Massachusetts
Electric Company (the Company) was changed as of December 31,
1997, by unanimous vote of the 2,398,111 common shares
represented at a Special Meeting of Stockholders, to consist of
the following, all of who are employees of the NEES companies:  

     Cheryl A. LaFleur
     Robert L. McCabe
     Lydia M. Pastuszek
     Lawrence J. Reilly
     Christopher E. Root
     Richard P. Sergel
     Dennis E. Snay

     As previously reported on Form 8-K dated December 12, 1997,
NEES concluded its tender for shares of the Company's preferred
stock.  On December 31, 1997, NEES donated to the Company all
previously tendered preferred stock shares as a capital
contribution.  The value of the capital contribution is
approximately $38 million.  The Company canceled the donated
shares.
<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/Michael E. Jesanis

                                 By _________________________
                                     Michael E. Jesanis 
                                     Treasurer


Date: January 7, 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 31, 1997

                  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
---------------------
 

     The composition of the board of directors of Massachusetts
Electric Company (the Company) was changed as of December 31,
1997, by unanimous vote of the 2,398,111 common shares
represented at a Special Meeting of Stockholders, to consist of
the following, all of who are employees of the NEES companies:  

     Cheryl A. LaFleur
     Robert L. McCabe
     Lydia M. Pastuszek
     Lawrence J. Reilly
     Christopher E. Root
     Richard P. Sergel
     Dennis E. Snay

     As previously reported on Form 8-K dated December 12, 1997,
NEES concluded its tender for shares of the Company's preferred
stock.  On December 31, 1997, NEES donated to the Company all
previously tendered preferred stock shares as a capital
contribution.  The value of the capital contribution is
approximately $38 million.  The Company canceled the donated
shares.
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/Michael E. Jesanis

                                 By _________________________
                                     Michael E. Jesanis 
                                     Treasurer

Date: January 7, 1998