<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:  March 15, 1995


                 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) 366-9011
      (Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events

     On March 15, 1995, Massachusetts Electric Company (Mass.
Electric), a subsidiary of New England Electric System, filed a
request with the Massachusetts Department of Public Utilities
(MDPU) to increase its base rates by $62 million, effective
October 1, 1995.  As an alternative to this proposed increase,
Mass. Electric filed an incentive rate plan which would increase
rates by about $30 million effective October 1, 1995.  Under the
proposed incentive rate plan, subsequent base rate adjustments
could occur annually on May 1 and would be based on a comparison
of Mass. Electric's rates to rates of all electric utilities in
Massachusetts.  Mass. Electric is the first electric utility in
the state to file under the MDPU's incentive ratemaking
guidelines issued in February 1995.

     Mass. Electric also proposed a new discount program for
large industrial customers that are willing to make a minimum
annual usage commitment for a period of five years.  The
discounts would range from 5 percent to 12.5 percent of base
rates depending on a customer's level of commitment.  Mass.
Electric expects an MDPU decision on its filing in late September
1995.
<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



March 22, 1995
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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:  March 15, 1995

                 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) 366-9011
      (Registrant's telephone number, including area code)
Item 5. Other Events

     On March 15, 1995, Massachusetts Electric Company (Mass.
Electric), a subsidiary of New England Electric System, filed a
request with the Massachusetts Department of Public Utilities
(MDPU) to increase its base rates by $62 million, effective
October 1, 1995.  As an alternative to this proposed increase,
Mass. Electric filed an incentive rate plan which would increase
rates by about $30 million effective October 1, 1995.  Under the
proposed incentive rate plan, subsequent base rate adjustments
could occur annually on May 1 and would be based on a comparison
of Mass. Electric's rates to rates of all electric utilities in
Massachusetts.  Mass. Electric is the first electric utility in
the state to file under the MDPU's incentive ratemaking
guidelines issued in February 1995.

     Mass. Electric also proposed a new discount program for
large industrial customers that are willing to make a minimum
annual usage commitment for a period of five years.  The
discounts would range from 5 percent to 12.5 percent of base
rates depending on a customer's level of commitment.  Mass.
Electric expects an MDPU decision on its filing in late September
1995.
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

March 22, 1995