SECURITIES AND EXCHANGE COMMISSION  
                           Washington, D.C.  20549  
  
                                  FORM 10-Q  
  
  
[x]  Quarterly report pursuant to Section 13 or 15(d) of the Securities  
     Exchange Act of 1934  
  
     For the quarterly period ended June 30, 1995  
  
                                         or  
  
[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities  
     Exchange Act of 1934  
  
     For the transition period from __________ to __________  
  
  
                       Commission file number 1-2301  
  
                            BOSTON EDISON COMPANY  
          (Exact name of registrant as specified in its charter)  
  
  
Massachusetts                                       04-1278810  
-------------                                       ----------  
(State or other jurisdiction of                     (I.R.S. Employer  
incorporation or organization)                      Identification No.)  
  
  
800 Boylston Street, Boston, Massachusetts          02199   
------------------------------------------          -----  
(Address of principal executive offices)            (Zip Code)  
  
  
  
Registrant's telephone number, including area code:  617-424-2000  
                                                     ------------  
  
Indicate by check mark whether the registrant (1) has filed all reports  
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of  
1934 during the preceding 12 months (or for such shorter period that the  
registrant was required to file such reports), and (2) has been subject to  
such filing requirements for the past 90 days.  
  
                                                                   
Yes     x    No       	  
      -----     -----  
  
Indicate the number of shares outstanding of each of the issuer's classes of  
common stock, as of the latest practicable date.  
  
Class                                          Outstanding at June 30, 1995  
-----                                          ----------------------------  
Common Stock, $1 par value                     46,752,631 shares  
  
  
  
  
  
  
  
<Page 2>  
Part I - Financial Information  
Item 1.  Financial Statements  
-----------------------------
  
  
                          Boston Edison Company  
                       Consolidated Balance Sheets  
                               (Unaudited)  
                              (in thousands)  
  
  
                                                June 30,      December 31,  
                                                  1995            1994   	  
                                               ----------     -----------  
                                                           
Assets  
------  
Utility plant in service, at original cost     $4,221,983      $4,074,810  
  Less: accumulated depreciation                1,409,720       1,344,452  
                                               ----------      ----------  
                                                2,812,263       2,730,358  
Nuclear fuel, net                                  60,609          55,597  
Construction work in progress                      81,625         144,048  
                                               ----------      ----------  
   Net utility plant                            2,954,497       2,930,003  
  
Investments in electric companies, at equity       24,145          24,678  
Nuclear decommissioning trust                      93,733          82,831  
  
Current assets:  
  Cash and cash equivalents                         2,951           6,822  
  Accounts receivable                             215,417         189,382  
  Accrued unbilled revenues                        42,476          32,240  
  Fuel, materials and supplies,  
   at average cost                                 61,015          71,560  
  Prepaid expenses and other                       28,801          26,705  
                                               ----------      ----------  
  
   Total current assets                           350,660         326,709  
                                               ----------      ----------  
Regulatory assets:  
  Redemption premiums                              49,069          52,859  
  Income taxes, net                                45,433          44,745  
  Power contracts                                  34,630          40,277  
  Pension and postretirement costs                 18,729          22,761  
  Nuclear outage costs                             28,543          17,804  
  Other                                            14,408          19,702  
                                               ----------      ----------  
  
   Total regulatory assets                        190,812         198,148  
  
Other deferred debits:  
  Intangible asset - pension                       33,184          22,849  
  Other                                            30,867          31,392  
                                               ----------      ----------  
  
   Total assets                                $3,677,898      $3,616,610  
                                               ==========      ==========  
  
  
  
  
  
The accompanying notes are an integral part of these financial statements  
 3  
  
                            Boston Edison Company  
                        Consolidated Balance Sheets  
                               (Unaudited)  
                              (in thousands)  
  
  
                                                June 30,      December 31,  
                                                  1995            1994   	  
                                               ----------      ----------  
                                                           
Capitalization and Liabilities  
------------------------------  
Common stock equity:  
  Common stock                                 $  699,134      $  668,338  
  Retained earnings                               243,917         247,409  
                                               ----------      ----------  
   Total common stock equity                      943,051         915,747  
  
Cumulative preferred stock:  
  Non-mandatory redeemable series                 123,000         123,000  
  Mandatory redeemable series                      92,000          94,000  
  
Long-term debt                                  1,160,266       1,136,617  
  
Current liabilities:  
  Long-term debt/preferred stock  
   due within one year                            203,467         102,250  
  Notes payable                                   172,477         214,786  
  Accounts payable                                104,553         139,119  
  Interest accrued                                 25,530          24,464  
  Dividends payable                                24,063          23,533  
  Pension benefits                                 34,763          31,908  
  Other                                            47,565          76,615  
                                               ----------      ----------  
   Total current liabilities                      612,418         612,675  
                                               ----------      ----------  
Deferred credits:  
  Power contracts                                  34,630          40,277  
  Accumulated deferred income taxes               512,700         515,454  
  Accumulated deferred investment tax credits      65,002          67,048  
  Nuclear decommissioning reserve                 103,232          92,404  
  Other                                            31,599          19,388  
                                               ----------      ----------  
  
   Total deferred credits                         747,163         734,571  
  
Commitments and contingencies                           -               -  
                                               ----------      ----------  
  
   Total capitalization and liabilities        $3,677,898      $3,616,610  
                                               ==========      ==========  
  
  
  
  
  
  
  
  
  
  
The accompanying notes are an integral part of these financial statements  
 4  
  
                         Boston Edison Company  
                     Consolidated Statements of Income  
                              (Unaudited)  
                 (in thousands, except per share amounts)  
  
                                       Three Months           Six Months  
                                      Ended June 30,        Ended June 30,  
                                      1995       1994       1995       1994  	  
                                    --------   -------    --------   --------  
                                                           
Operating revenues                  $384,035   $368,655   $765,615   $746,104  
                                    --------   --------   --------   --------  
Operating expenses:  
  Fuel                                34,053     39,189     74,091     83,267  
  Purchased power                     89,555     84,446    186,810    174,014  
  Other operations and maintenance   109,593    102,652    216,818    210,816  
  Depreciation and amortization       39,663     39,308     79,179     78,424  
  Amortization of deferred cost of  
   cancelled nuclear unit                  0      4,948          0      9,896  
  Demand side management programs     12,819     10,106     24,423     18,045  
  Taxes - property and other          27,095     25,012     54,239     51,333  
  Income taxes                        15,790     12,599     27,580     24,119  
                                    --------   --------   --------   --------  
  
    Total operating expenses         328,568    318,260    663,140    649,914  
                                    --------   --------   --------   --------  
  
Operating income                      55,467     50,395    102,475     96,190  
Other income (expense), net             (302)       863        483      1,658  
                                    --------   --------   --------   --------  
  
Operating and other income            55,165     51,258    102,958     97,848  
                                    --------   --------   --------   --------  
  
Interest charges:  
  Long-term debt                      26,260     25,744     51,293     51,786  
  Other                                4,268      2,990      8,973      5,248  
  Allowance for borrowed funds used  
   during construction                (1,500)    (1,458)    (3,647)    (2,980)  
                                    --------   --------   --------   --------  
    Total interest charges            29,028     27,276     56,619     54,054  
                                    --------   --------   --------   --------  
  
Net income                            26,137     23,982     46,339     43,794  
  
Preferred dividends provided           3,890      3,951      7,792      7,913  
                                    --------   --------   --------   --------  
Balance available for common stock  $ 22,247   $ 20,031   $ 38,547   $ 35,881  
                                    ========   ========   ========   ========  
Weighted average common shares  
 outstanding                          45,909     45,284     45,756     45,237  
                                      ======     ======     ======     ======  
Earnings per share of common stock     $0.48      $0.44      $0.84      $0.79  
                                       =====      =====      =====      =====  
Dividends declared per common share   $0.455     $0.440      $0.91      $0.88  
                                      ======     ======      =====      =====  
  
  
  
  
  
The accompanying notes are an integral part of these financial statements  
  
 5  
  
                           Boston Edison Company  
                    Consolidated Statements of Cash Flows  
                                (Unaudited)  
                               (in thousands)  
  
                                                  Six Months Ended June 30,  
                                                    1995             1994 	  
                                                  -------          -------  
                                                               
Operating activities:  
  Net income                                      $46,339          $43,794  
  Adjustments to reconcile net income to net  
   cash provided by operating activities:  
    Depreciation                                   72,495           71,195  
    Amortization of nuclear fuel                    7,612           12,222  
    Amortization of deferred cost of  
     cancelled nuclear unit, net                        0            9,534  
    Other amortization                             11,262           11,185  
    Deferred income taxes                          (3,709)           5,310  
    Investment tax credits                         (2,046)          (2,037)  
    Allowance for borrowed funds used during  
     construction                                  (3,647)          (2,980)  
  Net changes in:  
    Accounts receivable and accrued  
     unbilled revenues                            (36,271)         (25,300)  
    Fuel, materials and supplies                    8,181              544  
    Accounts payable                              (34,566)         (14,656)  
    Other current assets and liabilities          (26,695)         (10,226)  
    Other, net                                      8,271           18,447  
                                                  -------          -------  
Net cash provided by operating activities          47,226          117,032  
                                                  -------          -------  
Investing activities:  
  Plant expenditures (excluding AFUDC)            (91,175)         (78,248)  
  Nuclear fuel expenditures                       (11,911)          (2,697)  
  Capitalized demand side management  
   expenditures                                         0          (10,232)  
  Nuclear decommissioning trust investments       (10,902)          (7,735)  
  Electric company investments                        533             (322)  
                                                  -------          -------  
Net cash used by investing activities            (113,455)         (99,234)  
                                                  -------          -------  
Financing activities:  
  Issuances:  
    Common stock                                   31,569            5,318  
    Long-term debt                                125,000           15,000  
  Redemptions:  
    Preferred stock                                (2,000)          (2,000)  
    Long-term debt                                   (600)         (28,600)  
  Net change in notes payable                     (42,309)          37,676  
  Dividends paid                                  (49,302)         (47,682)  
                                                  -------          -------  
Net cash provided (used) by financing  
 activities                                        62,358          (20,288)  
                                                  -------          -------  
Decrease in cash and cash equivalents              (3,871)          (2,490)  
Cash and cash equivalents at beginning of year      6,822            8,768  
                                                  -------          -------  
Cash and cash equivalents at end of period        $ 2,951          $ 6,278  
                                                  =======          =======  
Cash paid during the period for:  
   Interest                                       $59,200          $57,556  
   Less: amounts capitalized                        3,647            2,980  
                                                  -------          -------  
                                                  $55,553          $54,576  
                                                  =======          =======  
   Income taxes                                   $40,026          $24,618  
                                                  =======          =======  
  
The accompanying notes are an integral part of these financial statements.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 6  
Notes to Consolidated Financial Statements  
------------------------------------------  
A)  Basis of Presentation  
    ---------------------  
The accompanying unaudited consolidated financial statements should be read in  
conjunction with the Boston Edison Company (the Company) 1994 Form 10-K Annual  
Report and Form 10-Q for the period ended March 31, 1995.  In the opinion of  
the Company, the accompanying unaudited consolidated financial statements  
reflect all adjustments (which are all of a normal recurring nature) necessary  
to present fairly the financial position as of June 30, 1995 and the results  
of operations for the three and six months ended June 30, 1995 and 1994 and  
the cash flows for the six months ended June 30, 1995 and 1994.  Certain  
reclassifications have been made to the prior year data to conform to the  
current presentation.  
  
The results of operations for the three and six months ended June 30, 1995 are  
not indicative of the results which may be expected for the entire year.  The  
Company's kWh sales and revenues are typically higher in the winter and summer  
than in the spring and fall as sales tend to vary with weather conditions.  In  
addition, the Company bills higher base rates to commercial and industrial  
customers during the billing months of June through September as mandated by  
the Massachusetts Department of Public Utilities (DPU).  Accordingly, greater  
than half of the Company's annual earnings typically occurs in the third  
quarter.  
  
B)  Commitments and Contingencies  
    -----------------------------  
In 1991 the Company was named in a lawsuit alleging discriminatory employment  
practices under the Age Discrimination in Employment Act of 1967 concerning 46  
employees affected by the Company's 1988 reduction in force.  Legal counsel  
continues to vigorously defend this case.  Based on the information presently  
available the Company does not expect that this litigation or certain other  
legal matters in which the Company is currently involved will have a material  
impact on its financial condition.  However, an unfavorable decision ordered  
against the Company could have a material impact on the results of a reporting  
period.    
  
The Company owns or operates 47 properties where hazardous materials were  
released in the past.  The Company is required to clean up these properties in  
accordance with a timetable developed by the Massachusetts Department of  
Environmental Protection and is continuing to evaluate the costs associated  
with their cleanup.  There are uncertainties associated with these costs due  
to the complexities of cleanup technology, regulatory requirements and the  
particular characteristics of the different sites.  The Company also continues  
to face possible liability as a potentially responsible party in the cleanup  
of eight multi-party hazardous waste sites in Massachusetts and other states  
where it is alleged to have generated, transported or disposed of hazardous  
waste at the sites.  At the majority of these sites the Company is one of many  
potentially responsible parties and currently expects to have only a small  
percentage of the potential liability.  Through June 30, 1995, the Company has  
accrued approximately $7 million related to its cleanup liabilities.  The  
Company is unable to fully determine a range of reasonably possible cleanup  
costs in excess of the accrued amount, although based on its assessments of  
the specific site circumstances, it does not expect any such additional costs  
  
  
  
  
  
  
  
  
  
 7  
to have a material impact on its financial condition.  However, additional  
provisions for cleanup costs could have a material impact on the results of a  
reporting period.  
  
C)  Income Taxes  
    ------------  
The following table reconciles the federal statutory income tax rate to the  
annual estimated effective income tax rate for 1995 and the actual effective  
income tax rate for 1994.  
  
  
                                                        1995       1994  
                                                        ----       ----  
                                                               
Statutory tax rate                                      35.0%      35.0%  
State income tax, net of federal income  
 tax benefit                                             4.3        4.3  
Investment tax credits                                  (2.0)      (2.3)  
Reversal of deferred taxes -  
 settlement agreement                                     -        (5.5)  
Other                                                    0.3       (0.1)  
                                                        ----       ----  
  Effective tax rate                                    37.6%      31.4%  
                                                        ====       ====  
  
D)  Long-Term Securities  
    --------------------  
In May 1995 the Company issued $125 million of 7.80% debentures due in 2010.   
In June 1995 the Company sold one million shares of common stock with net  
proceeds of $25.5 million to Goldman, Sachs & Co. as underwriters for a public  
offering.  The proceeds from the debentures and common stock issuances were  
used to reduce short-term debt.  
  
Item 2.  Management's Discussion and Analysis  
---------------------------------------------  
Results of Operations - Three Months ended June 30, 1995 vs. Three Months  
--------------------------------------------------------------------------  
ended June 30, 1994  
-------------------  
Earnings per common share for the three months ended June 30, 1995 amounted to  
$0.48 as compared to $0.44 per common share for the three months ended June  
30, 1994.  The increase was primarily due to a $29 million annual retail base  
rate increase effective November 1994, a 0.7% increase in retail kWh sales   
and the ending of amortization of deferred cancelled nuclear costs in 1994.    
These positive changes were partially offset by higher operations and  
maintenance costs resulting primarily from a refueling outage at Pilgrim  
Nuclear Power Station.  
  
The results of operations for the quarter are not indicative of the results  
which may be expected for the entire year due to the seasonality of the  
Company's kWh sales and revenues.  See Note A to the consolidated financial  
statements.    
  
  
  
  
  
  
  
  
  
  
  
 8  
Operating revenues  
  
Operating revenues increased 4.2% in the second quarter of 1995 as follows:  
  
  
  
(in thousands)                                    	  
------------------------------------------------------  
                                              
Retail electric revenues                       $13,846  
Demand side management revenues                  1,073  
Wholesale and other revenues                     1,137  
Short-term sales revenues                         (676)  
------------------------------------------------------  
  Increase in operating revenues               $15,380  
======================================================  
  
Retail electric revenues increased $13.8 million.  The November 1994 base rate  
increase resulted in $6.8 million of the increased revenues and $5.0 million  
is due to the increase in retail kWh sales.  The remainder of the increase is  
from slightly higher performance revenues and fuel and purchased power  
revenues.  
  
A new annual conservation charge for recovery of demand side management (DSM)  
program costs was implemented in February 1995.  Under this current charge  
substantially all 1995 program costs are recovered in the current year.  This  
results in higher DSM revenues and expenses than in prior years when certain  
program costs were capitalized for recovery over six years.   
  
The net increase in wholesale and other revenues is due to a $3.6 million  
increase in subsidiary revenues, primarily from Coneco Corporation which was  
acquired by Boston Energy Technology Group in August 1994.  Wholesale revenues  
decreased $1.7 million due to lower sales to contract customers as a result of  
the refueling outage at Pilgrim Station in 1995.  
  
Operating expenses  
  
Total fuel and purchased power expenses were $123.6 million in the second  
quarter of both 1995 and 1994.  The timing effect of fuel and purchased power  
cost collection resulted in lower expenses in 1995 which were entirely offset  
by higher purchased power expenses, mainly due to the Pilgrim Station  
refueling outage.  Fuel and purchased power expenses are substantially all  
recoverable through fuel and purchased power revenues.  
  
Other operations and maintenance expense increased 6.8% primarily due to   
higher nuclear costs resulting from the 73-day refueling outage.  Subsidiary  
operation expenses also increased as a result of the Coneco Corporation  
acquisition.  
  
In 1994 the Company fully expensed the remaining deferred costs of the  
cancelled Pilgrim 2 nuclear unit.  
  
The increase in demand side management programs expense is consistent with the  
increase in DSM revenues.  Beginning with the annual conservation charge  
implemented in February 1995 DSM costs are recovered and expensed primarily in  
the year incurred.  
  
Property and other taxes increased due to higher property taxes imposed by a  
majority of the municipalities in which the Company operates.  
  
  
  
  
 9  
Interest charges  
  
Interest charges on long-term debt increased due to the $125 million  
debentures issuance in May 1995.  Other interest charges increased due to  
higher short-term debt rates and a higher average short-term debt level.  
  
Results of Operations - Six Months ended June 30, 1995 vs. Six Months ended  
----------------------------------------------------------------------------  
June 30, 1994  
-------------  
Earnings per common share for the six months ended June 30, 1995 amounted to  
$0.84 as compared to $0.79 per common share for the six months ended June 30,  
1994.  The increase was primarily due to the ending of amortization of  
deferred cancelled nuclear costs in 1994 and the $29 million base rate  
increase effective November 1994.  These positive changes were partially  
offset by higher subsidiary and nuclear operations and maintenance expenses  
and a 1.8% decrease in retail kWh sales, primarily caused by milder winter  
weather.  
  
The results of operations for the six months ended June 30, 1995 are not  
indicative of the results which may be expected for the entire year due to the  
seasonality of the Company's kWh sales and revenues.  See Note A to the  
consolidated financial statements.  
  
Operating revenues  
  
Operating revenues increased 2.6% in the first six months of 1995 as follows:  
  
  
(in thousands)                                    	  
------------------------------------------------------  
                                              
Retail electric revenues                       $13,091  
Demand side management revenues                  4,707  
Wholesale and other revenues                     7,076  
Short-term sales revenues                       (5,363)  
------------------------------------------------------  
  Increase in operating revenues               $19,511  
======================================================  
  
Retail electric revenues increased $13.1 million.  The November 1994 base rate
increase resulted in $9.2 million of the increased revenues, while the 1.8%  
decrease in retail kWh sales resulted in a $4.7 million revenue decrease.    
Fuel and purchased power revenues increased $9.3 million as a result of the  
timing effect of fuel and purchased power cost recovery, however these higher  
revenues are offset by higher fuel and purchased power expenses and have no  
effect on earnings.  Performance revenues, which vary based on the annual  
operating performance of Pilgrim Station, decreased by $0.7 million.    
Performance revenues are expected to increase for the year due to Pilgrim's  
three month outage in late 1994, which resulted in a lower annual performance  
than was estimated and reflected in revenues in the first six months of 1994.  
  
A new annual conservation charge for recovery of demand side management
program costs was implemented in February 1995, resulting in higher revenues,
as discussed in the results of operations for the second quarter.  
  
The net increase in wholesale and other revenues is primarily due to a $5.7  
million increase in subsidiary revenues and a $3.8 million decrease in revenue  
reserves.  In 1994 $6 million of reserves were recorded related to certain  
wholesale and contract customers.  In addition, due to the Pilgrim refueling  
  
  
  
 10  
outage and lower sales to municipal customers, wholesale revenues decreased  
$2.4 million.  
  
Decreased short-term sales revenues are due to a decrease in short-term power  
purchase requirements resulting from milder weather conditions in 1995.    
Revenues from short-term sales serve to reduce fuel and purchased power  
billings to retail customers and therefore have no effect on earnings.   
  
Total fuel and purchased power expenses increased $3.6 million.  A decrease in  
fuel expense primarily due to an 18% decrease in Company generation was more  
than offset by higher short-term power purchase expenses.  
  
Other operations and maintenance expense increased 2.8% primarily due to an  
increase in subsidiary operation expenses, as discussed in the results of  
operations for the second quarter, and costs associated with the nuclear  
refueling outage.  
  
The increase in demand side management programs expense is consistent with the  
increase in DSM revenues.  Both revenues and expenses are higher due to the  
1995 change in DSM recovery timing that results in the current year recovery  
and expense recognition of program costs.  
  
Interest Charges  
  
Interest charges on long-term debt decreased due to a $10 million debentures  
redemption and a first mortgage bond refinancing in 1994.  Other interest  
charges increased due to higher short-term interest rates and a higher average  
short-term debt level.  
  
Financial Condition  
-------------------  
The Company's 1992 settlement agreement with the DPU limits the annual rate of  
return on equity during 1995 to 11.75%, excluding any penalties or rewards  
from performance incentives.  The Company's ability to achieve or exceed the  
11.75% rate of return on equity is primarily dependent upon its ability to  
control costs and to earn performance incentives, primarily based on Pilgrim  
Station's annual capacity factor.  Pilgrim's capacity factor for the  
performance year ending October 1995 is currently expected to be approximately  
68%.  
  
Liquidity  
---------  
The Company supplements internally generated funds with external financings,  
primarily through the issuance of short-term commercial paper and bank  
borrowings.  The Company has authority from the Federal Energy Regulatory  
Commission (FERC) to issue up to $350 million of short-term debt.  The Company  
has a $200 million revolving credit agreement and arrangements with several  
banks to provide additional short-term credit on a committed as well as on an  
uncommitted and as available basis.  At June 30, 1995 the Company had $172  
million of short-term debt outstanding, none of which was incurred under the  
revolving credit agreement.  In 1994 the DPU approved the Company's financing  
plan to issue up to $500 million of securities through 1996 using the proceeds  
to refinance short and long-term securities and for capital expenditures.  See  
  
  
  
  
  
  
  
  
  
  
 11  
Note D to the consolidated financial statements for specific information  
relating to recent financing activities.  
  
Outlook for the Future  
----------------------  
A significant portion of the Company's electricity sales is made to commercial  
customers rather than industrial customers.  As a result the Company's sales  
have been only moderately impacted by the unfavorable economic factors  
affecting the manufacturing industry in Massachusetts and have been positively  
impacted by economic growth in the commercial sector.  Retail electricity  
sales decreased 1.8% in the first six months of 1995 primarily due to mild  
winter weather conditions compared to extremely cold weather conditions in  
1994.  
  
On July 6, 1995, the Company's largest retail customer, the Massachusetts Port  
Authority (Massport), issued a request for proposals for a wholesale supplier  
of electricity.  Current estimated annual revenues from Massport are  
approximately $7 million, excluding fuel revenues.  It is uncertain as to  
whether Massport is eligible to become a wholesale customer under current  
state and federal law.  In addition, if Massport is able to become a wholesale  
customer, it is uncertain what Massport's responsibility would be for  
obligations previously incurred by the Company on Massport's behalf.
The Company is actively involved in efforts to retain Massport as a customer.  
  
On July 17, 1995, the Company and 17 other parties filed with the DPU an  
agreement consisting of a set of Massachusetts Interdependent Principles for  
restructuring the state's electric utility business.  The parties include four  
other Massachusetts electric utilities, the Massachusetts Attorney General's  
Office and several other state agencies, and various businesses and public  
interest groups.  The principles, which provide a broad outline for changes in  
the industry, were submitted for the DPU's review and consideration.  The  
principles include a reasonable opportunity for electric utilities to recover  
investments made to meet previous regulatory obligations, the movement to a  
competitive market and customer choice at the retail level, and the  
continuation of cost effective environmental and DSM programs.  The DPU is  
expected to issue an order on industry restructuring in the third quarter of  
1995, after which individual utilities will begin to negotiate their own  
restructuring plans consistent with the DPU's order.  The effects of industry  
restructuring and the transition to a competitive market could ultimately  
result in charges to earnings associated with unrecoverable investments.  The  
extent and timing of any potential charges will be determined by the DPU's  
directives and the market transition rules implemented.  
  
On July 27, 1995, the Company announced its reorganization into four separate  
business units effective November 1, 1995:  Customer, Generating-Fossil,  
Generating-Nuclear and Corporate Services.  The new corporate organization is  
consistent with the Company's plan and expectations for a restructured  
electric utility industry.  The Customer Business Unit will have primary  
responsibility for interaction with customers and will consolidate energy  
delivery, system operations, sales, marketing and customer service.  A Company  
  
  
  
  
  
  
  
  
  
  
  
  
  
 12  
president and chief operating officer currently being recruited from outside  
the Company will lead this unit and have overall responsibility for the other  
three business units.  The Fossil Generating Business Unit will be responsible  
for the production of electricity at the Company's fossil fuel-fired plants  
and will be led by Ronald A. Ledgett, currently Senior Vice President - Power  
Delivery.  The Nuclear Generating Business Unit will be responsible for the  
operation of Pilgrim Station and all nuclear support functions and will  
continue to be led by current Senior Vice President E. Thomas Boulette.  The  
Corporate Services Business Unit will be responsible for providing central  
business services to other business units including finance and accounting,  
information services, materials management and engineering services.  This  
unit will be led by James J. Judge, currently Director of Corporate Planning.
Corporate policy functions will report directly to Chief Executive Officer  
Thomas J. May:  Corporate Relations, led by current Senior Vice President L.   
Carl Gustin; Human Resources, led by current Senior Vice President John J.  
Higgins, and Strategy and Regulation, led by current Vice President and  
General Counsel Douglas S. Horan.  
  
Under the new corporate structure, approximately 70 of the Company's 200 upper  
and middle management positions and related administrative support positions  
are expected to be eliminated in 1995.  A special severance program was  
announced for these affected employees, which will result in a one-time charge  
to third quarter earnings of approximately $7 million.  The estimated payback  
period for this first phase of the restructuring is approximately one year.    
The Company plans to further reduce its staffing level by approximately 400  
employees by the end of 1996.  No specific severance program has been   
announced for employees that may be affected by this second phase of staffing   
cuts, however, the Company currently expects to implement a severance program   
and incur a charge to earnings in the first quarter of 1996.  The extent of   
this charge has not yet been determined.  The Company anticipates substantial   
ongoing savings as a result of this reorganization.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 13  
Part II - Other Information  
  
Item 4.  Submission of Matters to a Vote of Security Holders  
------------------------------------------------------------  
The Company's Annual Meeting of Stockholders was held on May 12, 1995.  The   
following five Class I directors were reelected to serve until the 1998 Annual
Meeting:  
  
  
                                  Total vote          Total vote  
                                   for each          withheld from  
                                   director          each director  
                                  ---------          -------------  
                                                    
      Nelson S. Gifford           35,950,892            566,741  
      Kenneth I. Guscott          35,854,584            663,050  
      Matina S. Horner            35,945,407            572,227  
      Bernard W. Reznicek         35,700,472            817,162  
      Paul E. Tsongas             35,793,379            724,254  
  
  
Item 5.  Other Information  
--------------------------  
The following additional information is furnished in connection with the   
Registration Statement on Form S-3 of the Registrant (File No. 33-57840),   
filed with the Securities and Exchange Commission on February 3, 1993.    
  
Price and dividend information per share of common stock:  
  
  
                                           Price                     Dividend  
                                   High              Low               Paid  	  
                                  -------          -------           --------  
                                                              
      First quarter 1995          $25 1/2          $23 1/8            $0.455  
      Second quarter 1995          27               23 3/8             0.455  
  
The last sales price of the Company's common stock on the New York Stock   
Exchange as reported in the Wall Street Journal for August 10, 1995 was $25  
per share.    
  
Ratio of earnings to fixed charges and ratio of earnings to fixed charges and   
preferred stock dividend requirements:  
  
      Twelve months ended June 30, 1995:  
      ---------------------------------  
      Ratio of earnings to fixed charges                         2.47  
  
      Ratio of earnings to fixed charges and preferred  
      stock dividend requirements                                2.08  
  
  
  
  
  
  
  
  
  
  
  
  
  
 14  
Item 6.  Exhibits and Reports on Form 8-K     
-----------------------------------------  
     a)  Exhibits filed herewith:  
  
            Exhibit 12 - Computation of ratio of earnings to fixed charges  
  
                  12.1 - Computation of ratio of earnings to fixed charges   
                         for the twelve months ended June 30, 1995  
  
                  12.2 - Computation of ratio of earnings to fixed charges   
                         and preferred stock dividend requirements for the   
                         twelve months ended June 30, 1995  
  
            Exhibit 15 - Letter re unaudited interim financial information  
  
                  15.1 - Report of Independent Accountants  
  
            Exhibit 27 - Financial Data Schedule  
  
                  27.1 - Schedule UT   
  
            Exhibit 99 - Additional Exhibits  
  
                  99.1 - Letter of Independent Accountants  
  
                         Re Form S-3 Registration Statements filed by the  
                         Company on September 14, 1990 (File No. 33-36824),  
                         February 3, 1993 (File No. 33-57840) and May 31,
                         1995 (File No. 33-59693); Form S-8 Registration
                         Statements filed by the Company on October 10, 1985
                         (File No. 33-00810), July 28, 1986 (File No.
                         33-7558), December 31, 1990 (File No. 33-38434),
                         June 5, 1992 (33-48424 and 33-48425), March 17, 1993
                         (33-59662 and 33-59682) and April 6, 1995 (33-58457) 
  
     b)  No Form 8-K was filed during the second quarter of 1995.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
 15  
                              Signature  
                              ---------  
  
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the   
registrant has duly caused this report to be signed on its behalf by the   
undersigned thereunto duly authorized.  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                                    BOSTON EDISON COMPANY  
                                                    ---------------------  
                                                         (Registrant)  
  
  
  
  
Date:  August 14, 1995                          /s/ Robert J. Weafer, Jr.	  
                                                ----------------------------  
                                                    Robert J. Weafer, Jr.  
                                                    Vice President, Controller  
                                                    and Chief Accounting  
                                                    Officer