File No. 33-59145 Rule 424(b)(2) PRICING SUPPLEMENT NO. 1 Dated January 9, 1998 (To Prospectus Dated June 13, 1995) MASSACHUSETTS ELECTRIC COMPANY (A SUBSIDIARY OF NEW ENGLAND ELECTRIC SYSTEM) SECURED MEDIUM-TERM NOTES (First Mortgage Bonds, Series V) Issue 98-1 Interest Rate: 6.91% Maturity Date: January 12, 2028 Principal Amount: $20,000,000 Acceptance Date: January 7, 1998 Original Issue Date: January 12, 1998 Form of Delivery: Book-entry only Depositary: The Depository Trust Company 55 Water Street New York, New York Issue: 98-1 Original Issue Discount New Bond: No Price of New Bonds: Initial Price to Underwriting Proceeds to Public Discounts Company ----------- ------------ ----------- Per New Bond 100.00% 0.750% 99.250% Total $20,000,000 $150,000 $19,850,000 REDEMPTION PROVISIONS The New Bonds will not be redeemable prior to January 12, 2008. Thereafter the New Bonds will be redeemable at the option of the Company, as a whole or in part, at any time prior to maturity, whether or not on an interest payment date, on at least 30 days' notice, given as provided in the Indenture, at the following general redemption prices expressed as percentages of the principal amount. The New Bonds will also be redeemable, on like notice, through the application of replacement fund, insurance, eminent domain, or other moneys held by the Trustee, at the following special redemption prices similarly expressed, together in each case with accrued and unpaid interest to the redemption date. REDEMPTION PRICES If redeemed at any time in the respective twelve months' period beginning January 12 in each of the following years: GENERAL SPECIAL REDEMPTION REDEMPTION YEAR PRICES PRICES ---- ---------- ---------- 2008 103.455% 100.00% 2009 103.110% 100.00% 2010 102.764% 100.00% 2011 102.419% 100.00% 2012 102.073% 100.00% 2013 101.728% 100.00% 2014 101.382% 100.00% 2015 101.037% 100.00% 2016 100.691% 100.00% 2017 100.346% 100.00% 2018 100.00% 100.00% 2019 100.00% 100.00% 2020 100.00% 100.00% 2021 100.00% 100.00% 2022 100.00% 100.00% 2023 100.00% 100.00% 2024 100.00% 100.00% 2025 100.00% 100.00% 2026 100.00% 100.00% 2027 100.00% 100.00% If this New Bond is called in whole or in part, and if provision has been duly made for notice of such call and for payment as required in the Indenture, thereafter this New Bond, or such called part of the principal amount hereof, shall cease to be secured by the lien of the Indenture, no interest shall accrue on this New Bond or such called part hereof on and after the date fixed for redemption, and the Company after said date fixed for redemption shall be under no further liability in respect of the principal of or premium, if any, or interest on this New Bond or such called part hereof (except as expressly provided in the Indenture); and if less than the whole principal amount hereof shall be so called, the registered owner hereof shall be entitled, in addition to the sums payable on account of the part called, to receive, without expense to such owner, on surrender of this New Bond duly endorsed or accompanied by a duly executed instrument of transfer, one or more Secured Medium-Term Notes (First Mortgage Bonds - Series V, Issue 98-1) for an aggregate principal amount equal to that part of the principal amount hereof not then called and paid. DISTRIBUTION OF THE NEW BONDS The New Bonds were sold in the amount of $20,000,000 to Credit Suisse First Boston, as Agents in connection with the offering of the New Bonds described in this Pricing Supplement.