Registration No. 333-________

As filed with the Securities and Exchange
Commission on February ___, 1998

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

MASSACHUSETTS ELECTRIC COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MASSACHUSETTS 04-1988940
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

25 RESEARCH DRIVE,
WESTBOROUGH, MASSACHUSETTS 01582
508-389-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICE)

MICHAEL E. JESANIS KIRK L. RAMSAUER
TREASURER ASSOCIATE GENERAL COUNSEL
25 RESEARCH DRIVE 25 RESEARCH DRIVE
WESTBOROUGH, MASSACHUSETTS 01582 WESTBOROUGH, MASSACHUSETTS 01582
508-389-2000 508-389-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
------------------------

PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:

ROBERT W. MULLEN, JR., ESQ.
MILBANK, TWEED, HADLEY & MCCLOY
1 CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: to be
determined by market conditions after the effective date of this Registration
Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /

If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. / /

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------

CALCULATION OF REGISTRATION FEE
=============================================================================
TITLE
OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
BEING BEING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT* PRICE* FEE

First Mortgage $60,000,000 100% $60,000,000 $17,700
Bonds
=============================================================================
*Used only for the purpose of calculating the amount of registration fee.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.

The total number of pages contained in this Registration Statement is 19.
The Exhibit Index appears on page 19.

##################################################
# SUBJECT TO COMPLETION, DATED FEBRUARY , 1998#
##################################################
PROSPECTUS
(LOGO)
MASSACHUSETTS ELECTRIC COMPANY

(A SUBSIDIARY OF NEW ENGLAND ELECTRIC SYSTEM)

$60,000,000

FIRST MORTGAGE BONDS

BOND INTEREST WILL BE PAYABLE SEMIANNUALLY.

THE BONDS WILL BE ISSUED ONLY AS FULLY REGISTERED BONDS
IN DENOMINATIONS OF $1,000 OR ANY INTEGRAL MULTIPLE THEREOF.

Massachusetts Electric Company (the Company) intends to offer, from time
to time, not exceeding $60 million aggregate principal amount of its First
Mortgage Bonds (the New Bonds). The New Bonds will be issued under a
supplement to the Company's First Mortgage Indenture and Deed of Trust dated
as of July 1, 1949. The New Bonds may be offered as one or more series and/or
issues, and each series and/or issue of New Bonds will bear interest at a
fixed rate, which, together with the series designation, principal amount,
purchase price, maturity, interest payment dates, redemption terms, and any
other specific provisions, will be established at the time of issuance and set
forth in a prospectus supplement (Prospectus Supplement) for that series
and/or issue. Interest on the New Bonds will be payable semiannually, and
upon maturity or earlier redemption. The New Bonds will be secured by a
direct first mortgage lien on substantially all of the Company's properties.
See "Description of the New Bonds".

The Company may sell the New Bonds by publicly inviting bids for the
purchase of the New Bonds, through negotiation with one or more underwriters,
through agents designated from time to time, or directly to other purchasers.
See "Plan of Distribution". The names of the purchasers, underwriters or
agents, the initial public offering price, any applicable discounts or
commissions and the proceeds to the Company with respect to the New Bonds will
be set forth in a Prospectus Supplement.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION
WITH THE OFFER CONTAINED HEREIN. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
IN ANY STATE IN WHICH SUCH OFFER MAY NOT LAWFULLY BE MADE.

###############################################################################
# A registration statement relating to these securities has been filed #
# with the Securities and Exchange Commission but has not yet become #
# effective. Information contained herein is subject to completion or #
# amendment. These securities may not be sold nor may offers to buy be #
# accepted prior to the time the registration statement becomes effective. #
# This prospectus shall not constitute an offer to sell or the solicitation #
# of an offer to buy nor shall there be any sale of these securities in any #
# state in which such offer, solicitation or sale would be unlawful prior to #
# registration or qualification under the securities laws of any such state. #
###############################################################################

THE DATE OF THIS PROSPECTUS IS __________, 1998

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
AND ADDITIONAL INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (SEC). Certain
information, as of particular dates, with respect to the Company's directors
and officers, their remuneration, and their material interest in transactions
with the Company, if any, is disclosed in the Company's Annual Report on Form
10-K.

The following documents, which have heretofore been filed by the Company
with the SEC pursuant to the Securities Exchange Act of 1934, are incorporated
by reference in this prospectus and shall be deemed to be a part hereof:

(1) Annual Report on Form 10-K for the year ended December 31, 1996
which contains financial statements of the Company as of December 31,
1996, and for the three years ended December 31, 1996 and incorporates by
reference or includes the related reports of Coopers & Lybrand L.L.P.,
independent accountants.

(2) Quarterly Reports on Form 10-Q for the quarters ended March 31,
1997, June 30, 1997, and September 30, 1997.

(3) Current Reports on Form 8-K dated July 14, 1997, August 7, 1997,
December 1, 1997, December 18, 1997, December 30, 1997, and January 7,
1998.

All documents filed by the Company with the SEC pursuant to section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this prospectus and prior to the termination of the offering made by
this prospectus shall be incorporated herein by reference and shall be deemed
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part
hereof.

Such documents and other information can be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549; and at the SEC's regional offices
located at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661 and at Seven World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can also be obtained from the SEC at
prescribed rates through its Public Reference Section at 450 Fifth Street,
N.W., Washington, D.C. 20549. The SEC also maintains a site on the World Wide
Web at http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the SEC.

The Company has filed with the SEC a Registration Statement on Form S-3
(Reg. No. 333-______) under the Securities Act with respect to the New Bonds
offered hereby (including all amendments and supplements thereto, the
Registration Statement). This Prospectus, which forms a part of the
Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the SEC. Statements contained
herein concerning the provisions of certain documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
SEC. Each such statement is qualified in its entirety by such reference. The
Registration Statement and the exhibits thereto can be inspected and copied at
the public reference facilities and regional offices of the SEC referred to
above.

THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS HAS BEEN
DELIVERED, ON THE WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR
ALL OF THE DOCUMENTS REFERRED TO ABOVE WHICH HAVE BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS, OTHER THAN EXHIBITS TO SUCH DOCUMENTS.
WRITTEN OR ORAL REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE TREASURER,
MASSACHUSETTS ELECTRIC COMPANY, 25 RESEARCH DRIVE, WESTBOROUGH, MASSACHUSETTS
01582 (TELEPHONE 508-389-2000).

SUMMARY INFORMATION

The following material is qualified in its entirety by the information and
financial statements appearing elsewhere in this prospectus and in the
documents and information incorporated herein by reference.

Company......................... Massachusetts Electric Company.

Parent.......................... New England Electric System.

Business........................ Retail electric utility.

Power Supply.................... New England Power Company, an affiliated
wholesale generation company.

Service Area.................... Covers approximately 43% of Massachusetts
with Worcester, Massachusetts, the largest
city served.

Customers....................... Approximately 960,000 as of December 31,
1996.

Revenue Distribution............ For the 12 months ended December 31, 1996,
the Company's revenues from the delivery
of electricity were derived 41% from
residential customers, 37% from commercial
customers, 21% from industrial customers,
and 1% from others.

Securities Offered.............. Not exceeding $60,000,000 principal amount
of First Mortgage Bonds, in one or more
series.

Payment of Interest............. Semiannually on dates to be determined.

Maturity........................ To be determined.

Security Interest............... Secured, together with all other
outstanding First Mortgage Bonds, by a
mortgage on substantially all of the
Company's properties.

Replacement Fund................ For all the Company's First Mortgage
Bonds, the Company will make mandatory
annual replacement fund payments equal to
2.4% of the average investment in
depreciable property during the preceding
year, to be satisfied by First Mortgage
Bonds of any issue or series (including
the New Bonds), cash, or additional
property. See "Description of the New
Bonds -- Replacement Fund".

Redemption...................... To be determined for each series and/or
issue of New Bonds. See "Description of
the New Bonds -- Redemption".

MASSACHUSETTS ELECTRIC COMPANY

SELECTED FINANCIAL INFORMATION
(DOLLARS IN THOUSANDS)

Years Ended December 31,
--------------------------------------------------------
12 Months Ended
September 30, 1997
(Unaudited) 1996 1995 1994 1993 1992
--------------- ---- ---- ---- ---- ----

STATEMENT OF INCOME DATA:
Operating Revenue................ $1,570,747 $1,538,537$1,505,676$1,482,070$1,468,540$1,412,948
Net Income....................... $ 48,992 $ 37,926$ 29,101$ 34,726$ 23,779$ 34,905
Ratio of Earnings to
Fixed Charges: (1) 3.21 2.82 2.45 3.06 2.29 3.15
Utility Plant, net (end of
period) (2)....................... $1,115,651 $1,088,430$1,041,476$ 995,995$ 945,285$ 906,293

AS OF SEPTEMBER 30, 1997
(UNAUDITED)
------------------------
AMOUNT RATIO
-------- -------
CAPITAL STRUCTURE:
First Mortgage Bonds (3) ....... $343,457 41.3%
Cumulative Preferred Stock (4).. 50,000 6.0
Common Stock Equity............. 437,679 52.7
-------- ------
Total...................... $831,136 100.0%
======== ======

- ---------------
<FN>
(1) In determining the ratios of earnings to fixed charges, earnings were arrived at by adding to net income
all income taxes and fixed charges. Fixed charges consist of interest and amortization of debt
premiums, discounts and expense on all indebtedness.
(2) Includes construction work in progress.
(3) Includes $10 million of long-term debt due within one year.
(4) On December 19, 1997, NEES purchased, pursuant to a tender offer, $34 million par value of the Company's
Preferred Stock.

The Company had $21,275,000 of short-term indebtedness outstanding as of September 30, 1997.
</FN>

THE COMPANY

The Company, incorporated in Massachusetts in 1887, is a retail electric
utility subsidiary of New England Electric System (NEES), a registered holding
company under the Public Utility Holding Company Act of 1935 (the 1935 Act).
NEES owns all of the Company's common stock. The executive offices of the
Company are at 25 Research Drive, Westborough, Massachusetts 01582 (telephone
508-389-2000).

USE OF PROCEEDS

The proceeds from the sale of the New Bonds will be applied to the cost
of, or the reimbursement of the treasury for, or to the payment of short-term
borrowings incurred for (i) capitalizable additions and improvements to the
plant and property of the Company, (ii) other capitalizable expenditures, or
(iii) if market conditions warrant, the redemption of or the retirement of
outstanding First Mortgage Bonds of the Company. The Company has $56 million
of First Mortgage Bonds maturing in 1998-2000.

CONSTRUCTION AND FINANCING

The Company's construction expenditures, excluding allowance for funds
used during construction, were approximately $88 million in 1997, and are
estimated to be approximately $90 million in each of the years 1998 through
2000. These construction expenditures are incurred principally for
improvements and additions to the Company's distribution system. The Company
conducts a continuing review of its construction program. This program and
the above estimates relating thereto are subject to revisions based upon
changes in assumptions concerning, among other things, load growth and rates
of inflation.

The funds needed to pay for the Company's construction expenditures and
maturing debt will be provided from internal sources and from external
financing. The Company estimates that substantially all of its 1998-2000
construction requirements will be provided from internal sources. The balance
of the funds needed will be provided initially from short-term borrowings, to
be repaid from the proceeds of the sale of long-term securities (First
Mortgage Bonds, including the New Bonds, or preferred stock sold to the
public, common stock sold to NEES, or capital contributions received from
NEES).

Under its Articles of Organization and By-Laws, the Company may issue
additional preferred stock, absent a vote of a majority of the holders of
preferred stock, (a) in the case of a refunding issue, or (b) when (i) gross
income, as defined therein, for any twelve consecutive calendar months within
the preceding fifteen months available for interest on indebtedness and
dividends on its preferred stock is at least 1-1/2 times the annual interest
charges and dividend requirements on all interest bearing indebtedness and all
preferred stock including the new issue, (ii) the aggregate outstanding par
value of all series of preferred stock, including the new issue, does not
exceed $120 million, and (iii) the equity of stock junior to the preferred
stock is at least equal to the par value of the preferred stock. Under the
provision that is currently the most restrictive (the aggregate par value
provision), as of September 30, 1997, the Company could issue $70 million of
new preferred stock. On December 19, 1997, NEES purchased, pursuant to a
tender offer, $34 million par value of the Company's preferred stock.
Including the effect of this transaction, the Company could issue $104 million
of new preferred stock.

For information on limitations on the Company's ability to issue First
Mortgage Bonds, see "Description of the New Bonds -- Additional First Mortgage
Bonds" in this prospectus.

DESCRIPTION OF THE NEW BONDS
GENERAL

The New Bonds will be issued under and secured by a First Mortgage
Indenture and Deed of Trust dated as of July 1, 1949, from the Company to
State Street Bank and Trust Company (formerly Second Bank -- State Street

Trust Company, successor to The Second National Bank of Boston), Boston,
Massachusetts, as Trustee, and indentures supplemental thereto, including a
Twenty-First Supplemental Indenture to State Street Bank and Trust Company, as
Trustee, with respect to the New Bonds (collectively, the Indenture). Each
series and/or issue of the New Bonds will mature in the year shown in its
title, and will bear interest beginning from the date as of which such issue
of New Bonds is first certified and delivered, at the rate per annum shown in
its title. Interest will be payable semiannually. Principal and premium, if
any, will be payable at the office of the Trustee. Interest will be payable
at the office of the Trustee or, at the Company's option, by mailing checks to
registered owners at their addresses set forth in the bond register. It is
the Company's general practice to mail interest checks to registered owners.

The designation and principal amount of the New Bonds, the date of
maturity (which date will not be more than thirty years from the date on which
such New Bonds were first certified and delivered), the interest rate, the
interest payment dates, and the provisions for redemption (including any
premium or premiums payable thereon) will be separately established for each
series and/or issue and set forth in the applicable prospectus supplement.

The New Bonds will be issued only in the form of fully registered bonds
without coupons in denominations of $1,000 or any integral multiple thereof.
Any of the New Bonds may be presented at the office of the Trustee for
exchange for a like aggregate principal amount of New Bonds of the same series
and/or issue of other authorized denominations or for transfer, without
payment in either case of any charge other than stamp taxes or other
governmental charges, if any, required to be paid by the Company.

The brief summary herein of certain provisions of the Indenture is merely
an outline and does not purport to be complete. It uses defined terms and is
qualified in its entirety by reference to the Indenture which is filed as an
exhibit to the Registration Statement.

REDEMPTION

The redemption provisions of each series and/or issue of the New Bonds
will be described in the prospectus supplement relating thereto.

SECURITY AND PRIORITY

The New Bonds, when duly issued, will be secured, together with all other
outstanding First Mortgage Bonds, by a direct first mortgage lien on
substantially all the properties and franchises then owned by the Company,
subject only to liens permitted by the Indenture. Certain types of property
are excepted from the lien of the Indenture, including consumable property,
fuel, automotive and office equipment, merchandise held for sale, supplies,
cash, receivables, and securities. The after-acquired property clause of the
Indenture, by its terms and to the extent permitted by law, applies the lien
of the Indenture to property subsequently acquired by the Company. The
Indenture provides for the release or substitution of property subject to the
lien of the Indenture under certain circumstances provided that specific
conditions are met.

No other securities may be issued ranking prior to or on a parity with the
New Bonds with respect to the security provided by the Indenture, except
additional First Mortgage Bonds issued in the manner summarized below under
"Additional First Mortgage Bonds" and obligations existing or created in
connection with the acquisition of after-acquired property, which may not
exceed 60% of the cost or fair value, whichever is less, of such property.

REPLACEMENT FUND

There is a replacement fund applicable to all outstanding Bonds of the
Company with an annual requirement, payable August 1, computed on the basis of
2.4% of the average gross plant investment in depreciable electric utility
property at the beginning and end of each month during the preceding calendar
year. The annual replacement fund requirement may be satisfied in cash or
First Mortgage Bonds (including the New Bonds) of any series or by the
allocation of an amount of additional property (as defined in the Indenture).
The aggregate amount of additional property used to satisfy the replacement

fund requirement may be used to offset net retirements in computing the net
amount of additional property.

Any series and/or issue of New Bonds may be redeemed at special redemption
prices to satisfy the annual replacement fund requirement. However, the use
of cash for redemptions of New Bonds may be restricted by any noncallability
or nonrefundability provisions that may be established for that series and/or
issue of New Bonds.

ADDITIONAL FIRST MORTGAGE BONDS

Additional Bonds of any series may be issued as follows:

(A) against 60% of the net amount of additional property (70% after
the Series R and S First Mortgage Bonds are retired);

(B) to refund a like amount of First Mortgage Bonds of any series
which are not then funded; or

When the Series R First Mortgage Bonds are retired, there will be no limit
on the amount of cash that may be deposited with the Trustee. Cash so
deposited with the Trustee may be withdrawn in amounts equal to the principal
amount of First Mortgage Bonds otherwise issuable against additional property
or retired First Mortgage Bonds.

In connection with the issue of First Mortgage Bonds against additional
property or cash (other than cash provided for the retirement of First
Mortgage Bonds) the Company must demonstrate that net earnings for any 12
consecutive calendar months within the preceding 15 months are at least twice
the annual interest charges on all First Mortgage Bonds outstanding and
applied for and on all equal or prior lien indebtedness. For the twelve
months ended September 30, 1997, the ratio of net earnings to annual interest
charges on all Bonds outstanding was 4.26. Except under limited
circumstances, no earnings test is required in connection with the refunding
of a like amount of First Mortgage Bonds.

The Company has the option of using a two-step process in connection with
an issuance of additional First Mortgage Bonds against additional property. In
exercising such option, the Company first must demonstrate to the satisfaction
of the Trustee that the requirements for such an issue (described in clause
(A) immediately above) have been satisfied and then, subject to further
demonstrations in accordance with the Indenture, the Company may later request
the issuance of such additional Bonds from time to time.

The New Bonds will be issued against additional property or against First
Mortgage Bonds theretofore retired. As of September 30, 1997, the Company had
approximately $360 million net amount of additional property against which
$215 million of additional First Mortgage Bonds could be issued. In addition,
the Company has approximately $55 million of retired Bonds against which First
Mortgage Bonds could be issued.

Pursuant to the limitations described above (the Additional Property and
retired bonds requirement being most restrictive), the Company, as of
September 30, 1997, could have issued approximately $270 million of additional
First Mortgage Bonds.

DIVIDEND RESTRICTION

The Twenty-First Supplemental Indenture for the New Bonds does not contain
provisions restricting the payment of dividends on common stock by the
Company. Dividend restrictions dependent upon earned surplus are binding on
the Company so long as certain prior series of the Company's First Mortgage
Bonds are outstanding. The most restrictive provisions currently binding on
the Company are set forth in the supplemental indenture relating to the Series
R First Mortgage Bonds. Under these provisions, which are applicable so long
as any Series R First Mortgage Bonds are outstanding, approximately $20

million of the Company's retained earnings were unavailable for dividends on
common stock at September 30, 1997.

So long as any preferred stock is outstanding, certain restrictions on
payment of dividends on the common stock would come into effect if the junior
stock equity were, or by reason of payment of such dividends became, less
than 25% of total capitalization. However, the junior stock equity at
September 30, 1997, was approximately 53% of total capitalization and,
accordingly, none of the Company's retained earnings at September 30, 1997,
was restricted as to dividends on common stock under the foregoing
restrictions.

PERIODIC INSPECTION OF PROPERTY

Inspection by an independent engineer is required at least once every five
years or more often if requested by the holders of not less than 25% of the
aggregate principal amount of the Bonds at the time outstanding. The Company
is to make good any maintenance deficiency and to record retirements as called
for by the engineer's report.

MODIFICATION OF THE INDENTURE

Any provision of the Indenture may be modified with the consent of the
holders of not less than 66-2/3% of the aggregate principal amount of the
Bonds at the time outstanding (and, if one or more series of Bonds are
differently affected, with the consent of the holders of 66-2/3% of the
aggregate principal amount of the Bonds of each series so affected). No such
modification may (a) affect certain provisions protecting the Trustee without
the Trustee's assent, (b) affect the payment of principal, premium, or
interest on any Bonds, or extend the maturity or time of payment, without the
consent of the Bondholders affected, (c) permit the creation by the Company of
any lien ranking prior to or on a parity with the lien of the Indenture except
as expressly authorized in the Indenture, (d) reduce the above specified
percentages of Bondholders, or (e) permit, in the opinion of the Trustee, a
substantial impairment of the benefits or lien of the Indenture. No such
modification may be made which would conflict with the Trust Indenture Act of
1939, as at the time in effect.

THE TRUSTEE

The Trustee acts as trustee for affiliates' mortgage bonds. The Trustee
also participates in a line of credit of the parent and an affiliate of the
Company. Through a joint venture the Trustee is also dividend paying and
transfer agent for the Company's and affiliates' preferred stock.

The Trustee may become the owner or pledgee of First Mortgage Bonds with
the same rights as if it were not the Trustee. The holders of a majority in
aggregate principal amount of the First Mortgage Bonds outstanding may require
the Trustee to take certain action, except when the action would be unlawful,
would involve the Trustee in personal liability, or would be unjustifiably
prejudicial to the nonassenting Bondholders, or when the Trustee would not be
sufficiently indemnified for any expenditures in the action.

DEFAULTS

The following are defaults under the Indenture: (a) failure to pay
principal when due; (b) failure for 30 days to pay interest after due;
(c) failure to pay any installment of the sinking, replacement, or other
analogous fund for 60 days after due; (d) the expiration of 60 days following
the bankruptcy of, the reorganization of, or the appointment of a receiver
for, the Company; (e) certain other acts of bankruptcy, insolvency, or
reorganization; and (f) failure to perform other provisions of the Indenture
for 60 days following a demand by the Trustee to the Company to cure such
failure. The Trustee may withhold notice to the Bondholders of any default,
except default in the payment of principal, interest, or any sinking fund or
replacement fund installment, if certain officers and directors of the Trustee
determine in good faith that withholding such notice is in the interest of the
Bondholders.

EVIDENCE TO BE FURNISHED TO TRUSTEE

The Company must periodically furnish to the Trustee evidence as to the
absence of default in connection with certain annual sinking fund and
replacement fund requirements and as to compliance with certain other terms of
the Indenture. Furthermore, prior to issuance of additional First Mortgage
Bonds, release of property, withdrawal of cash, and various other actions
under the Indenture, evidence must be furnished as to the absence of default
and as to compliance with certain terms of the Indenture. Whenever all
indebtedness secured by the Indenture shall have been paid, or adequate
provision therefor made, the Trustee shall, upon request of the Company and
receipt by the Trustee of evidence as to compliance with conditions precedent
under the Indenture, cancel and discharge the lien of the Indenture.

EXPERTS

The balance sheets of the Company as of December 31, 1996 and 1995 and the
related statements of income, retained earnings, and cash flows for each of
the three years in the period ended December 31, 1996, all incorporated by
reference in Massachusetts Electric Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996, incorporated by reference in this
prospectus, have been incorporated herein in reliance on the reports of
Coopers & Lybrand L.L.P., independent accountants, given on the authority of
that firm as experts in accounting and auditing.

The statements of law and legal conclusions made in this prospectus, not
otherwise attributed, have been reviewed by Kirk L. Ramsauer and/or Robert
King Wulff and are made upon their authority as experts.

LEGAL MATTERS

Legal matters in connection with the securities offered hereby will be
passed upon for the Company by Kirk L. Ramsauer, Associate General Counsel,
and/or Robert King Wulff, Corporation Counsel, 25 Research Drive, Westborough,
Massachusetts, and will be passed upon for the underwriter(s), purchaser(s),
or agent(s) by Milbank, Tweed, Hadley & McCloy, 1 Chase Manhattan Plaza, New
York, New York. The opinion of Robert King Wulff and/or Kirk L. Ramsauer as
to legal matters in connection with the securities offered hereby is filed as
an exhibit to the registration statement.

PLAN OF DISTRIBUTION

The Company may sell the New Bonds in any of the following ways:
(i) through competitive bidding; (ii) through negotiation with one or more
underwriters; (iii) through one or more agents designated from time to time;
(iv) directly to other purchasers; or (v) any combination of the above. The
terms of any offering of the New Bonds, including the name or names of any
underwriters or agents with whom the Company has entered into arrangements
with respect to the sale of such New Bonds, the proceeds to the Company, any
underwriting discounts or commissions and other terms constituting
underwriters' compensation, the initial public offering price and any
discounts or concessions allowed or reallowed or paid to dealers, will be set
forth in the prospectus supplement relating to such offering. Any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time.

If an underwriter or underwriters are involved in the sale of any New
Bonds, the Company will execute an underwriting or purchase agreement with
such underwriters at the time of sale, and the names of the underwriters, the
principal amount of New Bonds to be purchased thereby and the other terms and
conditions of the transaction will be set forth in the prospectus supplement
relating to such sale. The New Bonds will be acquired by the underwriters for
their own account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed public offering
price or at varying prices determined at the time of the sale. Unless
otherwise indicated in the prospectus supplement, the underwriting or purchase
agreement will provide that the underwriter or underwriters are obligated to
purchase all of an issue of the New Bonds offered in the prospectus supplement
if any are purchased.

If any New Bonds are sold through an agent or agents designated by the
Company from time to time, the prospectus supplement will name any such agent,
set forth any commissions payable by the Company to any such agent and the
obligations of such agent with respect to such New Bonds. Unless otherwise
indicated in the prospectus supplement, any such agent will be acting on a
best efforts basis for the period of its appointment.

In connection with the sale of the New Bonds, any purchasers,
underwriters, or agents may receive compensation from the Company or from
purchasers in the form of concessions or commissions. The underwriters will
be, and any agents and any dealers participating in the distribution of the
New Bonds may be, deemed to be underwriters within the meaning of the
Securities Act of 1933. The agreement between the Company and any purchasers,
underwriters, or agents will contain reciprocal covenants of indemnity between
the Company and the purchasers, underwriters, or agents against certain
liabilities, including liabilities under the Securities Act of 1933.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Filing fees:
Securities and Exchange Commission: Registration Statement . $ 17,700
Massachusetts Department of Public Utilities. . . . . . . . . . .9,600
*Services of New England Power Service Company
(including counsel) . . . . . . . . . . . . . . . . . . . . . . 30,000
*Accountant's fees-Coopers & Lybrand L.L.P.. . . . . . . . . . . . 35,000
*Trustee's fees (including counsel). . . . . . . . . . . . . . . . 20,000
*Printing and engraving costs. . . . . . . . . . . . . . . . . . . 10,000
*Rating agency fees. . . . . . . . . . . . . . . . . . . . . . . . 48,000
*Miscellaneous (including recording and blue sky
expenses, and compensation and
disbursements of Agents' counsel) . . . . . . . . . . . . . . . 35,000

*Total expenses . . . . . . . . . . . . . . . . . . . . . . . $205,300
========
- ----------
*Estimated

Milbank, Tweed, Hadley & McCloy of New York, New York has been selected by
the Company as independent counsel for the purchasers, underwriters, or
agents, who will pay their compensation and disbursements except as provided
in the purchase, underwriting, and distribution agreements. The above
expenses include such compensations and disbursements.

New England Power Service Company is an affiliated service company
operating pursuant to the provisions of the Public Utility Holding Company Act
of 1935 and the SEC's rules thereunder. The services of New England Power
Service Company are performed at the actual cost thereof.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 67 of Chapter 156B of the General Laws of Massachusetts permits a
corporation to indemnify its directors and officers for good faith actions to
the extent such indemnification is authorized by the corporation's Articles of
Organization, By-Laws, or a vote of a majority of the corporation's
shareholders entitled to elect directors. M.G.L. c. 156B, Sec. 67 is
applicable to the Company by virtue of M.G.L. c. 164, Sec. 4(a). Under the
provisions of the Articles of Organization and By-Laws of the Company, as
amended, the Company will indemnify its directors and officers against
liabilities and expenses, including counsel fees reasonably incurred,
resulting from litigation or threatened litigation in which the director or
officer may be involved by reason of his or her position. Indemnification is
withheld whenever the director or officer is adjudicated "not to have acted in
good faith in the reasonable belief that his action was in the best interests"
of the Company. The Agreement and Declaration of Trust of New England
Electric System (NEES) contains similar provisions for the indemnification by
NEES of the Company's directors and officers. Officers' and directors'
insurance is also provided.

ITEM 16. EXHIBIT INDEX

EXHIBIT PREVIOUSLY FILED
- ------- ----------------

WITH
REGISTRATION
NUMBER AS EXHIBIT
------------ ----------

1-A 33-59145 1-A - Form of Confirmation of Bid with schedules
constituting the form of Purchase Agreement

1-B 33-59145 1-B - Form of Underwriting Agreement

1-C - Form of Distribution Agreement

4-A 1-8019 7-A - First Mortgage Indenture and Deed of Trust
dated as of July 1, 1949

4-B - Supplemental Indentures to First Mortgage

NUMBER DATE
------ ----

2-8836 7-B First March 1, 1951

2-9593 4-C Second May 1, 1952

WITH
1980 FORM 10-K
--------------
2-8019 4 Third October 1, 1955
2-8019 4 Fourth December 1, 1959
2-8019 4 Fifth July 1, 1961
2-8019 4 Sixth September 1, 1962
2-8019 4 Seventh December 1, 1963
2-8019 4 Eighth March 1, 1966
2-8019 4 Ninth April 1, 1968
2-8019 4 Tenth May 1, 1969
2-8019 4 Eleventh October 1, 1970
2-8019 4 Twelfth October 1, 1972
2-8019 4 Thirteenth October 1, 1975

WITH
1982 FORM 10-K
--------------
0-5464 4 Fourteenth October 1, 1982

WITH
1986 FORM 10-K
--------------
0-5464 4 Fifteenth June 1, 1986

WITH
1988 FORM 10-K
--------------
0-5464 4 Sixteenth December 1, 1988

WITH
1989 NEES FORM 10-K
-------------------
1-3446 4(a) Seventeenth July 1, 1989

WITH
1992 NEES FORM 10-K
-------------------
1-3446 4(a) Eighteenth March 1, 1992

1-3446 4(a) Nineteenth January 1, 1993

WITH
1993 NEES FORM 10-K
-------------------
1-3446 4(a) Twentieth September 1, 1993

WITH
1995 NEES FORM 10-K
-------------------
1-3446 4(a) Twenty-First April 1, 1995

WITH
REGISTRATION
NUMBER AS EXHIBIT
------------ ----------

4-C 33-59145 4-C - Form of Supplemental Indenture

4-D 33-59145 4-D - Certificate as to Form

5 - Opinion of Kirk L. Ramsauer, Esq. and/or
Robert King Wulff, Esq. with respect to the
legality of the securities being
registered, containing consent
WITH
SEPTEMBER 30, 1997
FORM 10-Q
------------------

12 0-5464 12 - Statement re: computation of ratios

23 - Consent of Coopers & Lybrand L.L.P.

- Consent of counsel: See Exhibit 5

24-A - Certified copy of vote of Board of
Directors, containing power of attorney

24-B - Power of Attorney

25 - Statement of eligibility and qualification
of State Street Bank and Trust Company
(Form T-1)

WITH
REGISTRATION
NUMBER AS EXHIBIT
------------ ----------

26 33-59145 4-D - Form of Public Invitation for bids

WITH
SEPTEMBER 30, 1997
FORM 10-Q
------------------

27 0-5464 27 - Financial Data Schedule

UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
registration statement;

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;

provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by these paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall be deemed to be
a new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(5) (a) To use its best efforts to distribute prior to the opening of
bids, to prospective bidders, underwriters, and dealers, a reasonable number
of copies of a prospectus which at that time meets the requirements of section
10(a) of the Securities Act of 1933, and relating to the securities offered at
competitive bidding, as contained in this registration statement, together
with any supplements thereto and (b) to file an amendment to the registration
statement reflecting the results of bidding, the terms of the reoffering and
related matters to the extent required by the applicable form, not later than
the first use, authorized by the issuer after the opening of bids, of a
prospectus relating to the securities offered at competitive bidding, unless
no further public offering of such securities by the issuer and no reoffering
of such securities by the purchasers is proposed to be made.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons
of the Registrant pursuant to the provisions described under Item 15 above, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act, and will be governed by the final adjudication
of such issue.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE TOWN OF NORTHBOROUGH, THE COMMONWEALTH OF MASSACHUSETTS, ON
THE SEVENTEENTH DAY OF FEBRUARY, 1998.

MASSACHUSETTS ELECTRIC COMPANY

s/Lawrence J. Reilly
By:
LAWRENCE J. REILLY, PRESIDENT

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

WE, THE UNDERSIGNED OFFICERS AND DIRECTORS OF MASSACHUSETTS ELECTRIC
COMPANY, HEREBY AUTHORIZE AND DIRECT ROBERT K. WULFF, JOHN G. COCHRANE, AND
JENNIFER L. KENNEY OR SEVERAL OF THEM, AS ATTORNEYS-IN-FACT, TO EXECUTE IN THE
NAME AND ON BEHALF OF EACH OF THE UNDERSIGNED PERSONS, IN THE RESPECTIVE
CAPACITIES INDICATED BELOW, ANY AMENDMENT OR AMENDMENTS TO THIS REGISTRATION
STATEMENT OF MASSACHUSETTS ELECTRIC COMPANY UNDER THE SECURITIES ACT OF 1933.

SIGNATURE AND TITLE

(I) PRINCIPAL EXECUTIVE OFFICER:

s/Lawrence J. Reilly

LAWRENCE J. REILLY, PRESIDENT

(II) PRINCIPAL FINANCIAL OFFICER:

s/Michael E. Jesanis

MICHAEL E. JESANIS, TREASURER

(III) PRINCIPAL ACCOUNTING OFFICER:

s/Howard W. McDowell

HOWARD W. MCDOWELL, CONTROLLER

(IV) DIRECTORS: (A MAJORITY)

CHERYL A. LAFLEUR
ROBERT L. MCCABE
LYDIA M. PASTUSZEK
LAWRENCE J. REILLY
CHRISTOPHER E. ROOT ALL BY: s/John G. Cochrane
RICHARD P. SERGEL
DENNIS E. SNAY JOHN G. COCHRANE
ATTORNEY-IN-FACT

DATE (AS TO ALL SIGNATURES ON THIS PAGE)

February 17, 1998