File No. 333-46431 Rule 424(b)(2) PRICING SUPPLEMENT NO. 3 Dated November 20, 1998 (To Prospectus Dated March 10, 1998) MASSACHUSETTS ELECTRIC COMPANY (A SUBSIDIARY OF NEW ENGLAND ELECTRIC SYSTEM) SECURED MEDIUM-TERM NOTES (First Mortgage Bonds, Series V) Issue 98-3 Interest Rate: 5.72% Maturity Date: November 24, 2008 Principal Amount: $25,000,000 Acceptance Date: November 18, 1998 Original Issue Date: November 23, 1998 Form of Delivery: Book-entry only Depositary: The Depository Trust Company 55 Water Street New York, New York Issue: 98-3 Original Issue Discount New Bond: No Price of New Bonds: Initial Price to Underwriting Proceeds to Public Discounts Company ----------- ------------ ----------- Per New Bond 100.00% 0.600% 99.40% Total $25,000,000 $150,000 $24,850,000 DISTRIBUTION OF THE NEW BONDS The New Bonds were sold in the amount of $10,000,000 to CS First Boston Corporation and $15,000,000 to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Agents in connection with the offering of the New Bonds described in this Pricing Supplement.