File No. 33-50033 Rule 424(b)(2) PRICING SUPPLEMENT NO. 3 Dated February 7, 1995 (To Prospectus Dated September 15, 1993) MASSACHUSETTS ELECTRIC COMPANY (A SUBSIDIARY OF NEW ENGLAND ELECTRIC SYSTEM) SECURED MEDIUM-TERM NOTES (First Mortgage Bonds, Series U) Issue 95-3 Interest Rate: 7.80% Maturity Date: February 13, 1998 Principal Amount: $5,000,000 Acceptance Date: February 6, 1995 Original Issue Date: February 13, 1995 Form of Delivery: Book-entry only Depositary: The Depository Trust Company 55 Water Street New York, New York Issue: 95-3 Original Issue Discount New Bond: No Price of New Bonds: Initial Price to Underwriting Proceeds to Public Discounts Company ----------- ------------ ----------- Per New Bond 100.00% 0.350% 99.650% Total $5,000,000 $17,500 $4,982,500 REDEMPTION PROVISIONS The New Bonds will not be redeemable at the option of the Company, as a whole or in part, at any time prior to maturity. DISTRIBUTION OF THE NEW BONDS The New Bonds were sold in the amount of $5,000,000 to CS First Boston Corporation as Agent in connection with the offering of the New Bonds described in this Pricing Supplement.