PAGE 1

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C. 20549-1004

                                   FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the quarterly period ended June 30, 1994

                                      OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ________________ to ________________

                         Commission File Number 1-7316

                             COMMONWEALTH ENERGY SYSTEM                   
      (Exact name of registrant as specified in its Declaration of Trust)

        Massachusetts                                       04-1662010    
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)

One Main Street, Cambridge, Massachusetts                   02142-9150    
(Address of principal executive offices)                    (Zip Code)

                                (617) 225-4000                   
             (Registrant's telephone number, including area code)

                                                                          
     (Former name, address and fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.     YES   X    NO      

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                  Outstanding at
        Class of Common Stock                     August 1, 1994

     Common Shares of Beneficial
     Interest, $4 par value                       10,457,064 shares
                                    PAGE 2

                        PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

                           CONDENSED BALANCE SHEETS

                      JUNE 30, 1994 AND DECEMBER 31, 1993

                                    ASSETS

                                  (Unaudited)


                                                      June 30,   December 31,
                                                        1994         1993    
                                                      (Dollars in Thousands)

PROPERTY, PLANT AND EQUIPMENT, at original cost
  Electric                                           $1 028 100    $1 018 121
  Gas                                                   329 265       322 314
  Other                                                  58 459        58 473
                                                      1 415 824     1 398 908
  Less - Accumulated depreciation and
           amortization                                 447 593       425 483
                                                        968 231       973 425
  Add - Construction work in progress and
           nuclear fuel in process                       13 265        11 089
                                                        981 496       984 514

LEASED PROPERTY, net                                     15 780        16 150

INVESTMENTS
  Nuclear electric power companies (2.5% to 4.5%)         9 899         9 660
  Other investments                                       3 957         3 889
                                                         13 856        13 549

CURRENT ASSETS
  Cash and cash equivalents                               7 070         6 007
  Accounts receivable                                   103 223        93 663
  Unbilled revenues                                      17 227        43 279
  Inventories, at average cost                           28 116        36 102
  Prepaid taxes and other                                 4 750        15 231
                                                        160 386       194 282

DEFERRED CHARGES                                        124 521       106 668

                                                     $1 296 039    $1 315 163

                                    PAGE 3

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

                           CONDENSED BALANCE SHEETS

                      JUNE 30, 1994 AND DECEMBER 31, 1993

                        CAPITALIZATION AND LIABILITIES

                                  (Unaudited)

                                                     June 30,    December 31,
                                                       1994          1993    
                                                      (Dollars in Thousands)
CAPITALIZATION
  Common share investment -
    Common shares, $4 par value -
      Authorized - 18,000,000 shares
      Outstanding - 10,402,523 in 1994 and
        10,295,077 in 1993                           $   41 610    $   41 180
    Amounts paid in excess of par value                  98 875        94 657
    Retained earnings                                   216 788       201 233
                                                        357 273       337 070
  Redeemable preferred shares, less current
    sinking fund requirements                            15 230        15 480
  Long-term debt, including premiums, less current
    sinking fund requirements and maturing debt         437 318       448 893
                                                        809 821       801 443

CAPITAL LEASE OBLIGATIONS                                14 171        14 456

CURRENT LIABILITIES
  Interim Financing - 
    Notes payable to banks                                  -          71 975
    Maturing long-term debt                              20 000        10 000
                                                         20 000        81 975

  Other Current Liabilities -
    Current sinking fund requirements                     6 793         6 793
    Accounts payable                                    117 195        90 006
    Accrued taxes                                        12 542         9 090
    Other                                                40 263        37 322
                                                        176 793       143 211
                                                        196 793       225 186

DEFERRED CREDITS
  Accumulated deferred income taxes                     160 602       156 851
  Unamortized investment tax credits
    and other                                           114 652       117 227
                                                        275 254       274 078

COMMITMENTS AND CONTINGENCIES
                                                     $1 296 039    $1 315 163

                            See accompanying notes.
                                    PAGE 4

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

                        CONDENSED STATEMENTS OF INCOME

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1994 AND 1993

                                  (Unaudited)

                                 Three Months Ended      Six Months Ended
                                  1994        1993       1994        1993
                                         (Dollars in Thousands)
OPERATING REVENUES
  Electric                      $147 836    $146 416    $319 079    $297 477
  Gas                             62 757      53 809     198 306     174 669
  Steam and other                  3 039       3 122       9 153       8 103
                                 213 632     203 347     526 538     480 249

OPERATING EXPENSES
  Fuel and purchased power        79 891      81 565     182 020     164 645
  Cost of gas sold                36 515      29 475     107 922      89 587
  Other operation and 
    maintenance                   65 174      67 415     127 897     131 771
  Depreciation                    10 350       9 116      23 239      22 268
  Taxes -
    Local property and other       5 716       6 075      13 604      13 948
    Federal and state income       1 785         815      19 520      15 276
                                 199 431     194 461     474 202     437 495
OPERATING INCOME                  14 201       8 886      52 336      42 754

OTHER INCOME                         198       4 129         808       4 580

INCOME BEFORE INTEREST CHARGES    14 399      13 015      53 144      47 334

INTEREST CHARGES
  Long-term debt                   9 852       9 638      19 702      18 245
  Other interest charges             931       1 225       1 974       2 946
  Allowance for borrowed funds
    used during construction        (144)        (22)       (243)        (94)
                                  10 639      10 841      21 433      21 097
NET INCOME                         3 760       2 174      31 711      26 237
  Dividends on preferred shares      297         312         594         624
EARNINGS APPLICABLE TO
  COMMON SHARES                 $  3 463    $  1 862    $ 31 117    $ 25 613
AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING           10 382 879  10 190 518  10 355 670  10 175 756

EARNINGS PER COMMON SHARE           $ .32       $ .18       $3.00       $2.52
DIVIDENDS DECLARED PER
  COMMON SHARE                      $ .75       $ .73       $1.50       $1.46

                            See accompanying notes.
                                    PAGE 5

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

                      CONDENSED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993

                                  (Unaudited)

                                                         1994         1993
                                                       (Dollars in Thousands)

OPERATING ACTIVITIES
  Net income                                           $ 31 711     $ 26 237
  Effects of non-cash items -
    Depreciation and amortization                        29 937       27 718
    Deferred income taxes and investment
      tax credits, net                                    1 093        3 228
    Earnings from corporate joint ventures                 (849)        (780)
  Dividends from corporate joint ventures                   543          687
  Change in working capital, exclusive of cash,
    cash equivalents and interim financing               68 541       41 814
  All other operating items                             (24 208)     (20 880)
Net cash provided by operating activities               106 768       78 024

INVESTING ACTIVITIES
  Additions to property, plant and equipment
    (exclusive of AFUDC)
      Electric                                          (11 771)     (11 566)
      Gas                                                (8 303)      (7 627)
      Other                                                 (80)        (633)
  Allowance for borrowed funds used during
    construction                                           (243)         (94)
Net cash used for investing activities                  (20 397)     (19 920)

FINANCING ACTIVITIES
  Sale of common shares                                   4 648        2 556
  Payment of dividends                                  (16 156)     (15 498)
  Payment of short-term borrowings                      (71 975)     (83 425)
  Long-term debt issues                                     -         65 000 
  Long-term debt issues refunded                            -        (21 300)
  Sinking funds payments                                 (1 825)      (1 838)
Net cash used for financing activities                  (85 308)     (54 505)
Net increase in cash and cash equivalents                 1 063        3 599
Cash at beginning of period                               6 007        1 522
Cash and cash equivalents at end of period             $  7 070     $  5 121

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest (net of capitalized amounts)              $ 20 570     $ 18 836
    Income taxes                                       $  5 180     $ 10 586



                            See accompanying notes.
                                    PAGE 6

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
                    NOTES TO CONDENSED FINANCIAL STATEMENTS

(1)      Accounting Policies

         Commonwealth Energy System, the parent company, is referred to in
   this report as the "System" and, together with its subsidiaries, is
   collectively referred to as "the system."

         The system's significant accounting policies are described in Note 1
   of Notes to Consolidated Financial Statements included in its 1993 Annual
   Report on Form 10-K filed with the Securities and Exchange Commission. 
   For interim reporting purposes, the system follows these same basic
   accounting policies but considers each interim period as an integral part
   of an annual period and makes allocations of certain expenses to interim
   periods based upon estimates of such expenses for the year.

          Regulated subsidiaries of the System have established various
   regulatory assets in cases where the Massachusetts Department of Public
   Utilities (DPU) and/or the Federal Energy Regulatory Commission (FERC)
   have permitted, or are expected to permit, recovery of specific costs over
   time.  Similarly, certain regulatory liabilities established by the system
   are expected to be refunded to customers over time.  As of June 30, 1994,
   principal regulatory assets included in deferred charges were $20.8
   million for transition costs associated with FERC Order 636, $16 million
   for postretirement benefit costs including pensions, $13.9 million for
   abandonment and nonconstruction costs related to the Seabrook project,
   $13.8 million for unrecovered plant and decommissioning costs for the
   Yankee Atomic nuclear plant, $11.2 million for Commonwealth Electric
   Company's (Commonwealth Electric) rate stabilization plan, $7.3 million
   related to deferred income taxes and $7.2 million in litigation costs
   associated with a settlement agreement with Boston Edison Company relative
   to the Pilgrim nuclear plant.  The more significant regulatory
   liabilities, reflected in deferred credits, include $17.7 million related
   to income taxes.

         Generally, expenses which relate to more than one interim period are
   allocated to other periods to more appropriately match revenues and
   expenses.  Principal items of expense which are allocated other than on
   the basis of passage of time are depreciation and property taxes of the
   gas subsidiary, Commonwealth Gas Company (Commonwealth Gas).  These
   expenses are recorded for interim reporting purposes based upon projected
   gas revenue.  Income tax expense is recorded using the statutory rates in
   effect applied to book income subject to tax for each interim period.

         The unaudited financial statements for the periods ended June 30,
   1994 and 1993, reflect, in the opinion of the System, all adjustments
   necessary to summarize fairly the results for such periods.  In addition,
   certain prior period amounts are reclassified from time to time to con-
   form with the presentation used in the current period's financial
   statements.

         The results for interim periods are not necessarily indicative of
   results for the entire year because of seasonal variations in the
   consumption of energy and Commonwealth Gas' seasonal rate structure.
                                    PAGE 7

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

(2)      Commitments and Contingencies

         (a) Construction

         The system is engaged in a continuous construction program presently
   estimated at $358.3 million for the five-year period 1994 through 1998. 
   Of that amount, $71.9 million is estimated for 1994.  The program is
   subject to periodic review and revision.

         (b)   Decommissioning of Nuclear Power Plants

         The system, through Canal Electric Company (Canal), has a 3.52%
   joint-ownership interest in the Seabrook nuclear power plant.  Canal and
   the other joint owners have established a Seabrook Nuclear Decommissioning
   Financing Fund to cover post operational decommissioning costs.  The
   estimated cost to decommission the plant is $374 million, in 1994 dollars,
   through June 30, 1994.  Canal's share, less its share of the market value
   of the decommissioning trust, would amount to approximately $12.2 million.

         The system also has ownership interests in four nuclear generating
   facilities in New England and is obligated to pay its proportionate share
   of the capacity and energy costs associated with these units, which
   include depreciation, operations and maintenance, a return on invested
   capital and the estimated cost of decommissioning the nuclear plants at
   the end of their estimated service lives.  Pertinent information with
   respect to projected decommissioning costs, in 1993 dollars, resulting
   from life-of-the-unit contracts from these units is as follows:

                                      Connecticut  Maine   Vermont   Yankee
                                         Yankee    Yankee  Yankee    Atomic*
                                              (Dollars in Millions)

    Equity ownership                        4.50%    4.00%    2.50%    4.50%
    Plant entitlement                       4.50%    3.59%    2.25%    4.50%
    Plant capability (MW)                  560.0    870.0    496.0       -
    System entitlement (MW)                 25.2     31.2     11.2       -
    Contract expiration date                1998     2008     2012       -
    Decommissioning cost estimate (100%)  $325.0   $316.6   $253.0   $307.0
    System's decommissioning cost         $ 14.6   $ 11.4   $  5.7   $ 13.8

    *    On February 26, 1992, the Board of Directors of Yankee Atomic
         Electric Company agreed to permanently discontinue power operation of
         its plant and decommission the facility.  Cambridge Electric Light
         Company's (Cambridge Electric) and Commonwealth Electric's respective
         2% and 2.5% investment in Yankee Atomic is approximately $1.1 million
         as of June 30, 1994.  The companies' estimated decommissioning costs
         include their unrecovered share of all costs associated with the
         shutdown of the facility, recovery of its plant investment, and
         decommissioning and closing the plant.  This amount is reflected in
         the accompanying Balance Sheets as a liability and a corresponding
         regulatory asset.
                                    PAGE 8

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

         (c) Environmental

         The system is subject to laws and regulations administered by
    federal, state and local authorities relating to the quality of the
    environment.  These laws and regulations affect, among other things, the
    siting and operation of electric generating and transmission facilities
    and can require the installation of expensive air and water pollution
    control equipment.  These regulations have had an impact upon the system's
    operations in the past and will continue to have an impact upon future
    operations, capital costs and construction schedules of major facilities. 
    For additional information, see "Environmental Matters" in Management's
    Discussion and Analysis of Financial Condition and Results of Operations.

         (d) FERC Order No. 636

         As a result of implementing FERC Order No. 636 (Order 636), each
    interstate pipeline company is allowed to collect certain transition costs
    from their customers that resulted from the pipelines' need to buy out gas
    supply contracts entered into prior to the issuance of Order 636. 
    Commonwealth Gas has been billed a total of approximately $21.1 million
    from Tennessee Gas Pipeline Company (Tennessee), Algonquin Gas
    Transmission Company (Algonquin) and Texas Eastern Transmission Company
    (Texas Eastern) through June 30, 1994.  It was initially anticipated that
    as much as $45 million in transition costs would be sought by these
    suppliers through a series of FERC filings over a 12 to 24 month period
    that began on June 1, 1993.

         As of October 29, 1993, Commonwealth Gas received preliminary DPU
    authorization to recover these costs, with carrying charges, through the
    cost of gas adjustment (CGA) over a four-year period that began in
    November 1993.  As a result, a regulatory asset totaling $20.8 million is
    reflected in deferred charges as of June 30, 1994.  In addition, a related
    liability of $8.9 million is reflected in deferred credits.

         After extensive negotiations between Texas Eastern, Tennessee and
    their customers (including Commonwealth Gas), settlements were reached
    regarding a number of transition obligation issues.  The settlement with
    Texas Eastern, which was recently approved by FERC, calls for the pipeline
    to absorb approximately 20% of all transition costs incurred from June
    1993 forward.  This agreement also provides for an extended billing period
    and annual caps on the collection of future costs.  Commonwealth Gas
    believes that the absorption requirement will give the pipeline incentive
    to minimize future costs.

         The settlement with Tennessee, which has yet to be approved by FERC,
    will lower one element of Commonwealth Gas' transition obligation by
    approximately $1 million.  Further negotiations are underway with
    Tennessee to craft a total settlement similar to that achieved with Texas
    Eastern.

         Negotiations continue with the pipelines on several other issues.  As
    a result Commonwealth Gas is unable to predict its final transition
    obligation at this time, however, based on these and subsequent settlement
                                    PAGE 9

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

    activities, Commonwealth Gas will adjust its regulatory asset and
    liability accounts accordingly.

         (e) Rate Stabilization Plan

         Commonwealth Electric implemented a Fuel Charge (FC) rate settlement
    on April 1, 1994 that will stabilize its quarterly FC rate during the
    years 1994 through 1996 at 6.5 cents per KWH and between 6.5 cents and 6.7
    cents per KWH during 1997.  This settlement results in Commonwealth
    Electric billing its customers a significantly lower rate than would have
    been in effect on April 1, 1994 had the DPU not approved the proposal. 
    Commonwealth Electric's customers would have been billed for increased
    costs that resulted from certain higher-priced, long-term contract
    obligations.  This rate stabilization results from the use of a cost
    deferral mechanism that was sponsored jointly by Commonwealth Electric and
    the Massachusetts Attorney General and approved by the DPU.  The
    stabilized FC rate could save customers between 1.75% and 5% on their
    annual electric bills from 1994 through 1997.  The deferred costs are
    being charged to a regulatory asset to be recovered, with carrying
    charges, over the subsequent six-year period beginning in 1998 pursuant to
    a recovery schedule to be approved by the DPU.  The deferred amount,
    excluding carrying charges, is restricted to a maximum of $40 million
    during the settlement period (1994 through 1997) and is further limited to
    an annual cost deferral of $16 million which is the amount Commonwealth
    Electric anticipates will be deferred in 1994.  As of June 30, 1994,
    Commonwealth Electric has deferred $11.2 million, including carrying
    charges.

         The rate stabilization mechanism is part of a long-term plan to
    control Commonwealth Electric's retail rates.  This plan will help to
    eliminate the disincentive for economic development resulting from a
    volatile and unpredictable FC rate.  The stabilized FC rate will enable
    current and prospective customers to better plan their business and
    personal finances in a more efficient and effective manner.  In addition
    to the Massachusetts Attorney General, this proposal has been widely
    supported by various business and customer groups and other political
    interests.
                                    PAGE 10

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations

         Financial Condition

         Capital resources of the System and its subsidiaries are derived
    principally from retained earnings and equity funds provided through the
    System's Dividend Reinvestment and Common Share Purchase Plan (DRP). 
    Supplemental interim funds are borrowed on a short-term basis and, when
    necessary, replaced with new equity and/or debt issues through permanent
    financing secured on an individual company basis.  The system purchases
    100% of all subsidiary common stock issues and provides, to the extent
    possible, a portion of the subsidiaries' short-term financing needs. 
    These capital resources provide the funds required for the subsidiary
    companies' construction programs, current operations, debt service and
    other capital requirements.

         For the first six months of 1994, cash flows from operating
    activities amounted to approximately $106.8 million and reflect net income
    of $31.7 million and non-cash items such as depreciation ($23.6 million),
    amortization ($6.3 million) and deferred income taxes (net of investment
    tax credits) which amounted to $1.1 million.  The change in working
    capital since December 31, 1993, exclusive of cash ($3.5 million), cash
    equivalents (a temporary cash investment at June 30, 1994 of $3.6 million)
    and interim financing ($72 million), amounted to $68.5 million and had a
    significant positive effect on cash flows from operating activities.  The
    working capital change reflects lower levels of inventory ($8 million),
    unbilled revenues ($26.1 million), prepaid taxes ($8.6 million),
    miscellaneous current assets ($1.9 million) coupled with higher levels of
    accounts payable ($27.2 million), accrued income taxes ($3.5 million) and
    other miscellaneous current liabilities ($2.8 million).  These were
    offset, in part, by a higher level of accounts receivable ($10 million).
    The change in all other operating items of $24.1 million includes an $11.2
    million regulatory asset established pursuant to Commonwealth Electric's
    rate stabilization plan.

         Construction expenditures for the first six months of 1994 were
    approximately $20.5 million, including an allowance for funds used during
    construction (AFUDC) and nuclear fuel.  Construction expenditures for the
    period, together with the preferred and common dividend requirements of
    the System ($16.2 million), were funded entirely with internally generated
    funds.  In addition to satisfying these capital requirements, the
    reduction in short-term borrowings of $72 million was accomplished for the
    most part with internal funds generated from higher unit sales experienced
    by both the electric and gas divisions during the first half of this year
    (including record gas sales during the first quarter) and continued cost
    containment efforts.  As of June 30, 1994, the system had no outstanding
    short-term bank borrowings.

       Results of Operations

       The following is a discussion of certain significant factors which
   have affected operating revenues, expenses and net income during the
                                    PAGE 11

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

   periods included in the accompanying condensed statements of income.  This
   discussion should be read in conjunction with the Notes to Condensed
   Financial Statements appearing elsewhere in this report.

      A summary of the period to period changes in the principal items
  included in the condensed statements of income for the three and six months
  ended June 30, 1994 and 1993 is shown below:

                                        Three Months        Six Months
                                       Ended June 30,      Ended June 30,
                                       1994 and 1993       1994 and 1993 
                                               Increase (Decrease)
                                              (Dollars in Thousands)

Operating Revenues -
  Electric                           $  1 420      1.0%   $ 21 602    7.3%
  Gas                                   8 948     16.6      23 637   13.5
  Steam and other                         (83)    (2.7)      1 050   13.0
                                       10 285      5.1      46 289    9.6

Operating Expenses -
  Fuel and purchased power             (1 674)    (2.1)     17 375   10.6
  Cost of gas sold                      7 040     23.9      18 335   20.5
  Other operation and maintenance      (2 241)    (3.3)     (3 874)  (2.9)
  Depreciation                          1 234     13.5         971    4.4
  Taxes -
    Local property and other             (359)    (5.9)       (344)  (2.5)
    Federal and state income              970    119.0       4 244   27.8
                                        4 970      2.6      36 707    8.4

Operating Income                        5 315     59.8       9 582   22.4

Other Income                           (3 931)   (95.2)     (3 772) (82.4)

Income Before Interest Charges          1 384     10.6       5 810   12.3

Interest Charges                         (202)    (1.9)        336    1.6

Net Income                              1 586     73.0       5 474   20.9
  Dividends on preferred shares           (15)    (4.8)        (30)  (4.8)
Earnings Applicable to Common Shares $  1 601     86.0    $  5 504   21.5

Unit Sales

  Electric - Megawatthours (MWH)
    Retail                             25 522      2.4      50 057    2.3
    Wholesale                         214 787     25.8     396 143   21.7
                                      240 309     12.8     446 200   11.1
  Gas - Billions of British
          Thermal Units (BBTU)
    Firm                                  113      2.0       1 132    4.8
    Interruptible                       1 741    393.0       1 716  333.2
                                        1 854     30.1       2 848   11.7
                                    PAGE 12

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

      The following is a summary of electric and gas unit sales for the three
  and six-month periods indicated:

                                Three Months Ended         Six Months Ended 
                                     June 30,                   June 30,     
                                  1994       1993           1994       1993  
Electric Sales - MWH
  Residential                    386 628    377 785        891 517    871 584
  Commercial                     486 574    472 389        975 970    946 967
  Industrial                     104 840    101 498        201 397    195 313
  Other                           91 884     92 732        194 054    199 017
    Total retail sales         1 069 926  1 044 404      2 262 938  2 212 881
  Wholesale to other systems   1 048 553    833 766      2 219 759  1 823 616
    Total                      2 118 479  1 878 170      4 482 697  4 036 497

Gas Sales - BBTU

  Residential                      3 238      3 294         14 361     13 921
  Commercial                       1 584      1 529          6 921      6 607
  Industrial                         711        612          2 394      2 197
  Other                              295        280          1 283      1 102
    Total firm sales               5 828      5 715         24 959     23 827
  Interruptible sales              2 184        443          2 231        515
    Total                          8 012      6 158         27 190     24 342

      Electric Revenues, Fuel and Purchased Power and Electric Unit Sales

      For the first six months of 1994, electric operating revenues increased
  $21.6 million or 7.3% due primarily to an increase in fuel and purchased
  power costs, a 2.3% increase in retail unit sales (discussed below) and new
  retail rates for Cambridge Electric which became effective June 1, 1993. 
  This was slightly offset by a $900,000 reduction in Cambridge Electric's
  and Commonwealth Electric's conservation and load management costs (C&LM),
  which are being recovered in revenues.  The recovery of lost base revenues
  related to conservation and load management (C&LM) programs increased by
  $408,000 for the six-month period but decreased $239,000 in the current
  quarter when compared to the same period in 1993.  The recovery of lost
  base revenues is allowed by the DPU to encourage effective implementation
  of C&LM programs.  The KWH savings that are realized as a result of the
  successful implementation of C&LM programs serve as the basis for
  determining lost base revenues.

      For the current six-month period, fuel and purchased power costs rose
  $17.4 million or nearly 11% and reflects Commonwealth Electric's purchases
  from higher-cost must-run non-utility generators contracted for in the
  1980s when its customer base grew dramatically and forecasts predicted
  continued growth.  Commonwealth Electric is currently involved in the
  renegotiation of various power contracts which include price restructuring,
  contract buy-outs and/or generating unit shutdowns that could also reduce
  its cost of power.   Fuel and purchased power costs averaged 4.1 cents per
  KWH for both the current and prior year six-month periods and reflects the
                                    PAGE 13

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

  deferral in the current quarter of $11.1 million for costs related to
  Commonwealth Electric's rate stabilization mechanism.

      The cost of electricity purchased for resale for the six-month periods
  ended June 30, 1994 and 1993 also included $836,000 and $4.8 million,
  respectively, of capacity-related costs associated with certain purchased
  power contracts that were not recovered in revenues due to the recovery
  mechanism established by the DPU.  The impact of this under-recovery
  reduced net income by $508,000 and $2.9 million for the current quarter and
  six-month periods.  (Refer to the "Power Contracts" section to follow.)

      The increase of 2.3% in retail unit sales for the first half of 1994
  was due to higher unit sales to the residential (2.3%), commercial (3.1%)
  and industrial (3.1%) sectors and reflects the impact of the extreme cold
  weather conditions experienced in the system's service territory during the
  first quarter.  The significant increases in wholesale unit sales during
  the current quarter and six-month period reflects the changing capacity
  needs of the New England Power Pool and non-affiliated utilities. 
  Fluctuations in the level of wholesale electric sales have little, if any,
  impact on net income.

      Gas Revenues, Cost of Gas Sold and Gas Unit Sales

      For the first six months of 1994, gas operating revenues increased
  $23.4 million or 13.5% due to higher firm and interruptible unit sales, an
  increase in the cost of gas sold ($18.3 million) and higher C&LM costs ($2
  million) which Commonwealth Gas began recovering in late 1992.  The average
  cost of gas per MMBTU increased to $3.97 compared to $3.68 for the same
  period in 1993 due to higher gas prices during the first quarter and, to a
  lesser extent, the transition costs related to Order 636 and higher LNG
  costs.  For the first half of 1994, firm unit sales rose 4.8% as each
  customer segment showed improvement due primarily to the extreme cold
  weather during first quarter.

      Other Operating Expenses

      Other operation and maintenance declined during the current quarter and
  first half of 1994 by 3.3% and 2.9%, respectively, due primarily to savings
  resulting from a second quarter 1993 work force reduction ($2.7 million),
  the absence of severance pay incurred in 1993 relative to the work force
  reduction ($3.7 million), lower maintenance costs ($2.3 million), a decline
  in the provision for bad debts due to improved collection experience
  ($757,000) and lower insurance and employee benefit costs ($524,000)
  offset, in part, by a higher level of current C&LM charges incurred
  primarily at Commonwealth Gas ($1.2 million).

      Depreciation expense increased in both current periods due to a higher
  level of plant in service and also reflects, in the current quarter, the
  impact of a June 1993 adjustment that resulted from a revision to the
  accrual rate to reflect the extension of the depreciable life of Canal's
  Unit 1 from 1996 to 2002.  Local property and other taxes declined by 5.9%
  and 2.5% for the current quarter and year-to-date reflecting lower payroll
  taxes ($462,000) offset somewhat by higher property tax rates and
                                    PAGE 14

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

  assessments by various cities and towns in the system's service area
  ($118,000).  The significant increase in federal and state income taxes in
  both reporting periods reflects the higher level of pre-tax income and an
  increase in the federal tax rate to 35%.

      Other Income and Interest Charges

      The significant decreases in other income during the current quarter
  and six-month period were due primarily to the absence of a 1993 second
  quarter reversal of a contingency reserve ($3.8 million pre-tax) related to
  the system's Seabrook investment.  The decision to eliminate the reserve
  was prompted by the allowance in base rates of Seabrook costs at the state
  level for Cambridge Electric.  This was offset, in part, by an increase
  ($129,000) in the equity component of AFUDC.

      For the first six months of 1994, long-term interest charges increased
  by approximately 8% due to a higher level of long-term debt reflecting the
  new debt issued by Commonwealth Electric, Commonwealth Gas and Hopkinton
  LNG Corp. during 1993 ($1.5 million).  Interest on short-term borrowings
  decreased $972,000 due to the significantly lower average level of
  borrowings resulting from the 1993 financing activity.

  Environmental Matters

      Commonwealth Gas is participating in the assessment of a number of
  former manufactured gas plant (MGP) sites and alleged MGP waste disposal
  locations to determine if and to what extent such sites have been
  contaminated and whether Commonwealth Gas may be responsible for remedial
  actions.

      The costs associated with the clean-up of these sites are recoverable
  in rates through the cost of gas adjustment clause pursuant to a 1990 DPU
  order that provides for recovery of these expenditures over a seven-year
  amortization period without carrying costs.  Commonwealth Gas has recorded
  an estimated $2.3 million liability that reflects its best estimate (based
  on current information) of the costs to be incurred in connection with the
  assessment and remediation activities identified to this point. 
  Commonwealth Gas has also recorded a regulatory asset in anticipation of
  recovery of these costs in rates.  Commonwealth Gas is unable to predict
  the total cost to ultimately resolve these matters, due to significant
  uncertainty as to the actual site conditions and the extent of any
  associated remediation activities and the assignment of responsibility. 
  However, it is expected that all such costs will continue to be recovered
  in rates as described above.

      Commonwealth Gas and certain other system subsidiaries are also
  involved in other known or potentially contaminated sites with costs which
  may not be recoverable in rates and have recorded an estimated liability
  (and a charge to operations) of $560,000 in total to cover the expected
  costs associated with assessment and remediation activities.  These
  estimates will be adjusted as further investigation and assignment of
                                    PAGE 15

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES

  responsibility occurs.  As noted above, the system is unable to predict at
  this time the ultimate cost to resolve these matters due to the
  uncertainties inherent in the site investigation and remediation process.

  Power Contracts

      Cambridge and Commonwealth Electric have long-term contracts for the
  purchase of electricity from various sources.  Generally, these contracts
  are for fixed periods and require that Cambridge and Commonwealth Electric
  pay a demand charge for their capacity entitlement in each unit and an
  energy charge to cover the cost of fuel.  Cambridge and Commonwealth
  Electric collect a portion of their capacity-related purchased power costs
  associated with certain long-term power arrangements through their base
  rates.  The recovery mechanism for these costs uses a per KWH factor which
  is calculated using historical (test-period) capacity costs and unit sales. 
  This factor is then applied to current monthly KWH sales.  When current
  period capacity costs and/or unit sales vary from test-period levels,
  Cambridge and Commonwealth Electric experience a revenue excess or short-
  fall.  All other capacity and energy-related purchased power costs are
  recovered through their respective Fuel Charge.

  Power Contract Negotiations

      On May 2, 1994, Commonwealth Electric and Cambridge Electric gave
  notice of termination of power purchase agreements with Eastern Energy
  Corp. (Eastern), the developer of a proposed 300 MW coal-fired plant in New
  Bedford, Massachusetts.  In June 1989, in order to meet rising energy
  requirements, Commonwealth Electric and Cambridge Electric agreed to buy
  27% (50 MW and 33 MW, respectively) of the power to be produced by the
  proposed plant, originally scheduled to begin operation in January 1992. 
  That date and later revised scheduled operating dates have not been
  achieved, and the proposed plant has still not received the necessary
  permits.  Efforts to reshape the Eastern power purchase agreements to
  provide a satisfactory arrangement were unsuccessful.  The companies'
  actions are based on Eastern's failure to meet its contractual obligations. 
  In a letter dated June 30, 1994, Eastern provided to Commonwealth Electric
  and Cambridge Electric written notice of arbitration and its designation of
  an arbitrator pursuant to the 1989 agreements.  Commonwealth Electric and
  Cambridge Electric by letter dated July 29, 1994 provided to Eastern notice
  of the companies' designation of an arbitrator and on July 30, 1994 filed
  an action in the Middlesex Superior Court (the Court) which seeks to have
  the issues which are to be the subject of the arbitration decided by the
  Court.

      Commonwealth Electric has filed with the DPU for the approval of a buy-
  out and termination of another power contract with a second independent
  power producer.  If this buy-out proposal is approved, the resulting net
  replacement cost savings would be passed through to Commonwealth Electric's
  customers.
                                    PAGE 16

              COMMONWEALTH ENERGY SYSTEM AND SUBSIDIARY COMPANIES
                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

        The system is not a party to any pending material legal proceeding.

Item 2. Changes in the Rights of the Company's Security Holders

        None

Item 3. Defaults by the Company on its Senior Securities

        None

Item 4. Results of Votes of Security Holders

        None

Item 5. Other Information

        None

Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits

        None

  (b)   Reports on Form 8-K

        No reports on Form 8-K were filed during the three months ended June
        30, 1994.
                                    PAGE 17

                          COMMONWEALTH ENERGY SYSTEM

                                  SIGNATURES

  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                              COMMONWEALTH ENERGY SYSTEM
                                                    (Registrant)


                                              Principal Financial Officer:



                                              JAMES D. RAPPOLI             
                                              James D. Rappoli,
                                              Financial Vice President
                                                and Treasurer



                                              Principal Accounting Officer:




                                              JOHN A. WHALEN               
                                              John A. Whalen,
                                              Comptroller


Date:  August 12, 1994