<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 23, 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
---------------------
 
     Industry Restructuring
     ----------------------

     As previously reported, on November 25, 1997, legislation
was signed into law by the Governor of Massachusetts which would
provide Massachusetts utility customers with the ability to
choose their electric supplier on March 1, 1998.  The legislation
provides a mechanism for the recovery by electric utilities of
stranded costs resulting from industry restructuring.  In October
1996, New England Electric System and its Massachusetts
subsidiaries (New England Power Company and Massachusetts
Electric Company) reached a settlement agreement with various
governmental agencies and other interested parties, regarding
recovery of stranded costs, divestiture of the NEES companies
generating business, and other issues.  The Massachusetts
settlement agreement had been approved by the Massachusetts
Department of Public Utilities (MDPU) on July 14, 1997. 

     The legislation allows the Massachusetts Department of
Telecommunications and Energy (MDTE, successor to the MDPU) to
determine that previously approved settlement agreements
substantially comply or are consistent with the legislation and
may be implemented.  On December 23, 1997, the MDTE ordered that
the Massachusetts settlement substantially complies or is
consistent with the legislation.  The MDTE deferred to a later
order its decision on certain tariff modifications proposed by
Massachusetts Electric in response to the legislation.
<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: December 30, 1997
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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 23, 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
---------------------
 
     Industry Restructuring
     ----------------------

     As previously reported, on November 25, 1997, legislation
was signed into law by the Governor of Massachusetts which would
provide Massachusetts utility customers with the ability to
choose their electric supplier on March 1, 1998.  The legislation
provides a mechanism for the recovery by electric utilities of
stranded costs resulting from industry restructuring.  In October
1996, New England Electric System and its Massachusetts
subsidiaries (New England Power Company and Massachusetts
Electric Company) reached a settlement agreement with various
governmental agencies and other interested parties, regarding
recovery of stranded costs, divestiture of the NEES companies
generating business, and other issues.  The Massachusetts
settlement agreement had been approved by the Massachusetts
Department of Public Utilities (MDPU) on July 14, 1997. 

     The legislation allows the Massachusetts Department of
Telecommunications and Energy (MDTE, successor to the MDPU) to
determine that previously approved settlement agreements
substantially comply or are consistent with the legislation and
may be implemented.  On December 23, 1997, the MDTE ordered that
the Massachusetts settlement substantially complies or is
consistent with the legislation.  The MDTE deferred to a later
order its decision on certain tariff modifications proposed by
Massachusetts Electric in response to the legislation.
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: December 30, 1997