<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: February 1, 1999


                  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 February 1, 1999, Massachusetts Electric Company's
parent, New England Electric System, a Massachusetts business
trust (NEES), Eastern Utilities Associates, a Massachusetts
business trust (EUA), and Research Drive LLC, a Massachusetts
limited liability company which is directly and indirectly wholly
owned by NEES (LLC), entered into an Agreement and Plan of
Merger, dated as of February 1, 1999 (the Merger Agreement),
providing for a merger transaction among NEES, EUA, and LLC.  The
press release issued in connection therewith is filed herewith as
Exhibit 99, and is incorporated herein by reference.  

     Pursuant to the Merger Agreement, LLC will merge with and
into EUA (the Merger), with EUA being the surviving entity and
becoming a wholly-owned subsidiary of NEES.  The Merger, which
was unanimously approved by the NEES Board of Directors, the
Board of Trustees of EUA and the Members of LLC, is expected to
occur shortly after all of the conditions to the consummation of
the Merger, including the receipt of EUA shareholder approval by
a two-thrids vote and certain regulatory approvals, are met or
waived.  NEES anticipates that the Merger can be consummated in
early 2000. The consummation of this Merger is not contingent
upon the consummation of the Agreement and Plan of Merger, dated
as of December 11, 1998 among NEES, The National Grid Group plc
(National Grid), and NGG Holdings LLC, under which NEES would
become a wholly owned subsidiary of National Grid.

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: February 8, 1999
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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: February 1, 1999

                  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 February 1, 1999, Massachusetts Electric Company's
parent, New England Electric System, a Massachusetts business
trust (NEES), Eastern Utilities Associates, a Massachusetts
business trust (EUA), and Research Drive LLC, a Massachusetts
limited liability company which is directly and indirectly wholly
owned by NEES (LLC), entered into an Agreement and Plan of
Merger, dated as of February 1, 1999 (the Merger Agreement),
providing for a merger transaction among NEES, EUA, and LLC.  The
press release issued in connection therewith is filed herewith as
Exhibit 99, and is incorporated herein by reference.  

     Pursuant to the Merger Agreement, LLC will merge with and
into EUA (the Merger), with EUA being the surviving entity and
becoming a wholly-owned subsidiary of NEES.  The Merger, which
was unanimously approved by the NEES Board of Directors, the
Board of Trustees of EUA and the Members of LLC, is expected to
occur shortly after all of the conditions to the consummation of
the Merger, including the receipt of EUA shareholder approval by
a two-thrids vote and certain regulatory approvals, are met or
waived.  NEES anticipates that the Merger can be consummated in
early 2000. The consummation of this Merger is not contingent
upon the consummation of the Agreement and Plan of Merger, dated
as of December 11, 1998 among NEES, The National Grid Group plc
(National Grid), and NGG Holdings LLC, under which NEES would
become a wholly owned subsidiary of National Grid.

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: February 8, 1999