Registration No. 33-59145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MASSACHUSETTS ELECTRIC COMPANY
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(Exact name of Registrant as specified in its charter)
Massachusetts 04-1988940
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Research Drive, Westborough, Massachusetts 01582
(508) 389-2000
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(Address and Telephone Number
of Principal Executive Office)
Michael E. Jesanis Robert King Wulff
Treasurer Corporation Counsel
25 Research Drive 25 Research Drive
Westborough, Massachusetts 01582 Westborough, Massachusetts 01582
(Name, address and telephone number of agents for service)
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Please send copies of all communications to:
George J. Forsyth
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
To the Securities and Exchange Commission:
Massachusetts Electric Company hereby submits the following
Amendment No. 1 to its Registration Statement on Form S-3 filed on May 5,
1995 (Commission File No. 33-59145) and applies for the consent of the
Commission to this filing pursuant to Rule 475 under the Securities Act of
1933.
Massachusetts Electric Company hereby amends such Registration
Statement as follows:
Insert in "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE AND
ADDITIONAL INFORMATION," at the end of the second paragraph therein, the
following:
"(2) Quarterly Report on Form 10-Q for the quarter ended March 31,
1995.
(3) Current Report on Form 8-K dated March 22, 1995."
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT
CONTINUES TO MEET ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS
DULY CAUSED THIS AMENDMENT NO. 1 TO ITS REGISTRATION STATEMENT, FILED WITH
THE COMMISSION ON MAY 5, 1995 (COMMISSION FILE NO. 33-59145), TO BE SIGNED
ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE TOWN
OF WESTBOROUGH, THE COMMONWEALTH OF MASSACHUSETTS, ON THE 9TH DAY OF JUNE,
1995.
MASSACHUSETTS ELECTRIC COMPANY
s/John G. Cochrane
_________________________________
John G. Cochrane
Attorney-in-Fact
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT (COMMISSION FILE NO.
33-59145) HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES
AND ON THE DATE INDICATED.
Signature and Title
(I) Principal Executive Officer:
John H. Dickson, President
(II) Principal Financial Officer:
Michael E. Jesanis, Treasurer
(III) Principal Accounting Officer:
Howard W. McDowell
(IV) Directors: (A Majority)
Urville J. Beaumont
Joan T. Bok
Sally L. Collins
John H. Dickson
Patricia McGovern
John F. Reilly, Jr.
John W. Rowe s/John G. Cochrane
Richard P. Sergel All by ___________________________
Richard M. Shribman John G. Cochrane
Roslyn M. Watson Attorney-in-Fact
Date: June 9, 1995