<PAGE 1>

               UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C. 20549-1004

                                   FORM 10-Q

(Mark One)

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

      For the quarterly period ended September 30, 1996

                                      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 2-7749

                        COMMONWEALTH ELECTRIC COMPANY             
            (Exact name of registrant as specified in its charter)

        Massachusetts                                       04-1659070     
(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                                 November 1, 1996

Common Stock, $25 par value                              2,043,972 shares

The Company meets the conditions set forth in General Instruction H(1)(a) and
(b) of Form 10-Q as a wholly-owned subsidiary and is therefore filing this
Form with the reduced disclosure format.

<PAGE 2>

                        PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


                         COMMONWEALTH ELECTRIC COMPANY

                           CONDENSED BALANCE SHEETS

                   SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                    ASSETS

                            (Dollars in thousands)

                                                 September 30,   December 31,
                                                      1996           1995    
                                                  (Unaudited)

PROPERTY, PLANT AND EQUIPMENT, at original cost     $533 628       $520 714
  Less - Accumulated depreciation                    163 291        154 170
                                                     370 337        366 544
  Add - Construction work in progress                  1 575          1 912
                                                     371 912        368 456

INVESTMENTS
  Equity in nuclear electric power company               634            590
  Other                                                   14             14
                                                         648            604

CURRENT ASSETS
  Cash                                                 2 822          1 430
  Accounts receivable -
    Affiliates                                         2 653          2 570
    Customers                                         40 030         41 951
  Unbilled revenues                                    7 653          5 795
  Prepaid property taxes                               4 536          2 843
  Inventories and other                                5 101          5 262
                                                      62 795         59 851

DEFERRED CHARGES                                      73 197         77 916

                                                    $508 552       $506 827












                            See accompanying notes.

<PAGE 3>

                         COMMONWEALTH ELECTRIC COMPANY

                           CONDENSED BALANCE SHEETS

                   SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                        CAPITALIZATION AND LIABILITIES

                            (Dollars in thousands)

                                                 September 30,   December 31,
                                                      1996           1995    
                                                  (Unaudited)

CAPITALIZATION
  Common Equity -
    Common stock, $25 par value -
      Authorized and outstanding -
        2,043,972 shares wholly-owned by
        Commonwealth Energy System (Parent)         $ 51 099       $ 51 099
    Amounts paid in excess of par value               97 112         97 112
    Retained earnings                                 28 571         20 708
                                                     176 782        168 919
  Long-term debt, less current sinking
    fund requirements                                153 231        154 275
                                                     330 013        323 194

CURRENT LIABILITIES
  Interim Financing -
    Notes payable to banks                             9 450         17 300
    Advances from affiliates                           8 095          1 545
                                                      17 545         18 845

  Other Current Liabilities -
    Current sinking fund requirements                  3 553          3 553
    Accounts payable -
      Affiliates                                       7 957          8 987
      Other                                           30 371         32 699
    Accrued taxes -
      Local property and other                         5 322          3 068
      Income                                          19 037         18 721
    Other                                             10 571         11 742
                                                      76 811         78 770
                                                      94 356         97 615

DEFERRED CREDITS
  Accumulated deferred income taxes                   46 134         44 211
  Unamortized investment tax credits                   7 235          7 559
  Other                                               30 814         34 248
                                                      84 183         86 018

COMMITMENTS AND CONTINGENCIES

                                                    $508 552       $506 827


                            See accompanying notes.

<PAGE 4>

                         COMMONWEALTH ELECTRIC COMPANY

             CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                            (Dollars in thousands)
                                  (Unaudited)

                                   Three Months Ended      Nine Months Ended
                                     1996       1995        1996       1995

ELECTRIC OPERATING REVENUES        $123 350   $112 651    $346 204   $323 953

OPERATING EXPENSES
  Electricity purchased for
    resale, transmission and fuel    77 052     72 114     222 586    212 362
  Other operation and maintenance    21 945     19 592      62 321     59 589
  Depreciation                        4 290      4 102      12 870     12 307
  Taxes -
    Income                            5 383      4 191      11 289      8 556
    Local property                    1 524      1 169       4 415      3 933
    Payroll and other                   558        599       2 243      2 239
                                    110 752    101 767     315 724    298 986

OPERATING INCOME                     12 598     10 884      30 480     24 967

OTHER INCOME (EXPENSE)                   49         26        (212)     1 256

INCOME BEFORE INTEREST CHARGES       12 647     10 910      30 268     26 223

INTEREST CHARGES
  Long-term debt                      3 493      3 521      10 477     10 562
  Other interest charges                593        741       1 685      2 059
  Allowance for borrowed funds
    used during construction            (10)       (59)        (79)      (295)
                                      4 076      4 203      12 083     12 326

NET INCOME                            8 571      6 707      18 185     13 897

RETAINED EARNINGS -
  Beginning of period                20 000     14 773      20 708     15 350
  Dividends on common stock             -       (2 044)    (10 322)    (9 811)

  End of period                    $ 28 571   $ 19 436    $ 28 571   $ 19 436











                            See accompanying notes.

<PAGE 5>

                         COMMONWEALTH ELECTRIC COMPANY

                      CONDENSED STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                            (Dollars in thousands)
                                  (Unaudited)

                                                        1996         1995

OPERATING ACTIVITIES
  Net income                                          $ 18 185     $ 13 897
  Effects of noncash items -
    Depreciation and amortization                       16 201       14 699
    Deferred income taxes and investment
      tax credits, net                                    (890)       3 305
  Change in working capital, exclusive of cash
    and interim financing                               (3 511)      14 533
  Buy-out of power contract                                -        (25 500)
  Fuel charge stabilization deferral                     4 835       (4 600)
  All other operating items                             (5 894)        (753)

Net cash provided by operating activities               28 926       15 581

INVESTING ACTIVITIES
  Additions to property, plant and equipment
    (exclusive of AFUDC)                               (14 789)     (18 876)
  Allowance for borrowed funds used during
    construction                                           (79)        (295)

Net cash used for investing activities                 (14 868)     (19 171)

FINANCING ACTIVITIES
  Payment of short-term borrowings                      (7 850)      (1 050)
  Proceeds from affiliates                               6 550       15 405
  Payment of dividends                                 (10 322)      (9 811)
  Sinking funds payments                                (1 044)      (1 044)

Net cash (used for) provided by financing activities   (12 666)       3 500

Net increase (decrease) in cash                          1 392          (90)
Cash at beginning of period                              1 430        1 637

Cash at end of period                                 $  2 822     $  1 547

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid (received) during the period for:
    Interest (net of capitalized amounts)             $ 13 043     $ 13 207
    Income taxes                                      $ 10 289     $ (2 808)





                            See accompanying notes.

<PAGE 6>

                         COMMONWEALTH ELECTRIC COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

(1) General Information

        Commonwealth Electric Company (the Company) is a wholly-owned
    subsidiary of 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 is an exempt public
    utility holding company under the provisions of the Public Utility Holding
    Company Act of 1935 and, in addition to its investment in the Company, has
    interests in other utility and several non-regulated companies.

        The Company has 847 regular employees including 554 (65%) represented
    by three collective bargaining units.  New agreements were reached earlier
    this year with two bargaining units (representing approximately 54% of
    regular employees) that were scheduled to expire on October 1, 1996 and
    November 1, 1997.  These new agreements will remain in effect until 2002
    and 2001, respectively.

(2) Significant Accounting Policies

        (a) Principles of Accounting

        The Company's significant accounting policies are described in Note 2
    of Notes to Financial Statements included in its 1995 Annual Report on
    Form 10-K filed with the Securities and Exchange Commission.  For interim
    reporting purposes, the Company follows these same basic accounting poli-
    cies 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.

        The unaudited financial statements for the periods ended September 30,
    1996 and 1995 reflect, in the opinion of the Company, all adjustments
    (consisting of only normal recurring accruals) necessary to summarize
    fairly the results for such periods.  In addition, certain prior period
    amounts are reclassified from time to time to conform with the presenta-
    tion used in the current period's financial statements.

        Income tax expense is recorded using the statutory rates in effect
    applied to book income subject to tax recorded in the interim period.

        The results for interim periods are not necessarily indicative of
    results for the entire year because of seasonal variations in the con-
    sumption of energy.

        (b) Regulatory Assets and Liabilities

        The Company is regulated as to rates, accounting and other matters by
    various authorities including the Federal Energy Regulatory Commission
    (FERC) and the Massachusetts Department of Public Utilities (DPU).

        Based on the current regulatory framework, the Company accounts for
    the economic effects of regulation in accordance with the provisions of
    Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for
    the Effects of Certain Types of Regulation."  The Company has established

<PAGE 7>

                         COMMONWEALTH ELECTRIC COMPANY

    various regulatory assets in cases where the DPU and/or the FERC have
    permitted or are expected to permit recovery of specific costs over time. 
    Similarly, regulatory liabilities established by the Company are required
    to be refunded to customers over time.  On January 1, 1996, the Company
    adopted SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
    and for Long-Lived Assets to be Disposed Of."  SFAS No. 121 imposes
    stricter criteria for regulatory assets by requiring that such assets be
    probable of future recovery at each balance sheet date.  As of September
    30, 1996, SFAS No. 121 did not have an impact on the Company's financial
    position or results of operations.  However, this result may change as
    modifications are made in the current regulatory framework pursuant to
    electric utility restructuring orders issued by the DPU including a final
    order that is expected to be issued by the end of 1996.  For additional
    discussion of electric industry restructuring activities, see "Electric
    Industry Restructuring" in Management's Discussion and Analysis of Results
    of Operations in Item 2 of this report.

        The principal regulatory assets included in deferred charges were as 
    follows:
                                                    September 30, December 31,
                                                         1996        1995
                                                       (Dollars in thousands)

       Purchased power contract buy-out                $ 21 718     $ 23 838
       Fuel charge stabilization                         18 562       22 063
       Postretirement benefit costs including pensions   12 140       12 283
       Yankee Atomic unrecovered plant and
          decommissioning costs                           4 708        5 630
       Pilgrim nuclear plant litigation costs             6 376        6 644
       Conservation and load management costs             2 483        2 968
       Other                                                669          804
                                                       $ 66 656     $ 74 230

       The regulatory liabilities included in deferred credits were as
    follows:
                                                    September 30, December 31,
                                                         1996         1995
                                                       (Dollars in thousands)

       Excess Seabrook-related deferred income taxes   $  3 316     $  4 887
       Other deferred income taxes                        2 182        2 182
       Excess replacement power refunds                   1 167        1 719
                                                       $  6 665     $  8 788

(3) Commitments and Contingencies

        The Company is engaged in a continuous construction program presently
    estimated at $110 million for the five-year period 1996 through 2000. Of
    that amount, $24.1 million is estimated for 1996.  As of September 30,
    1996, the Company's construction expenditures amounted to approximately
    $14.9 million, including an allowance for funds used during construction. 
    The Company expects to finance these expenditures on an interim basis with
    internally-generated funds and short-term borrowings.

<PAGE 8>

                         COMMONWEALTH ELECTRIC COMPANY

        The program is subject to periodic review and revision due to factors
    such as changes in business conditions, rates of customer growth, effects
    of inflation, maintenance of reliable and safe service, equipment delivery
    schedules, licensing delays, availability and cost of capital and environ-
    mental regulations.

<PAGE 9>

                         COMMONWEALTH ELECTRIC COMPANY

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

    The following is a discussion of certain significant factors which have
affected operating revenues, expenses and net income during the 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 nine months ended
September 30, 1996 and 1995 and unit sales for these periods is shown below:

                                  Three Months Ended     Nine Months Ended
                                     September 30,          September 30,
                                     1996 and 1995         1996 and 1995
                                            Increase (Decrease)
                                          (Dollars in thousands)

Electric Operating Revenues         $ 10 699    9.5%     $ 22 251     6.9%

Operating Expenses -
  Electricity purchased for resale,
    transmission and fuel              4 938    6.8        10 224     4.8
  Other operation and maintenance      2 353   12.0         2 732     4.6
  Depreciation                           188    4.6           563     4.6
  Taxes -
    Federal and state income           1 192   28.4         2 733    31.9
    Local property and other             314   17.8           486     7.9
                                       8 985    8.8        16 738     5.6

Operating Income                       1 714   15.7         5 513    22.1

Other Income                              23   88.5        (1 468) (116.9)

Income Before Interest Charges         1 737   15.9         4 045    15.4

Interest Charges                        (127)  (3.0)         (243)   (2.0)

Net Income                          $  1 864   27.8      $  4 288    30.9


Unit Sales (Megawatthours or MWH)
    Retail                            (8 368)  (0.9)       90 239     3.6
    Wholesale                         26 850   12.1        25 305     3.9
      Total                           18 482    1.6       115 544     3.7

    The following is a summary of unit sales (in MWH) for the periods   
indicated:
                        Three Months                    Nine Months          
Period Ended      Total    Retail   Wholesale    Total     Retail   Wholesale

September 30,
    1996        1 160 955  911 850   249 105   3 265 641   2 599 590  666 051
September 30,
    1995        1 142 473  920 218   222 255   3 150 097   2 509 351  640 746

<PAGE 10>

                         COMMONWEALTH ELECTRIC COMPANY

Operating Revenues, Electricity Purchased for Resale, Transmission and Fuel

    Operating revenues for the nine-month period ended September 30, 1996
increased by $22.3 million (6.9%) from the corresponding period in 1995
primarily due to a 3.7% improvement in total unit sales, particularly in the
residential and commercial sectors, that was attributable to weather that was
colder than normal in the first half of this year, a slight increase in cus-
tomers, and a 4.8% increase in electricity purchased for resale, transmission
and fuel costs.  Also contributing to the revenue increase was a $4 million
refund associated with a power contract settlement agreement approved by the
Federal Energy Regulatory Commission related to billing issues in prior years. 
Operating revenues increased for the three-month period ended September 30,
1996 due to the increased cost of electricity purchased for resale, transmis-
sion and fuel and the power contract refund discussed above, offset to some
extent by the decrease in retail unit sales due to a cooler summer period. 
Revenues from wholesale sales increased in the current three and nine-month
periods by 0.7% and 3.7% to $5.1 million and $13.9 million, respectively,
reflecting the changing capacity needs of non-affiliated utilities and NEPOOL. 
Fluctuations in the level of wholesale sales have no impact on net income.

     Electricity purchased for resale, transmission and fuel expense in-
creased in the current nine-month period due to the impact of higher unit
sales and to a lesser extent, an increase in power purchased from affiliate
Canal Electric Company's (Canal) Unit 1 which was out of service in 1995 from
the start of the year until late July due to a combination of scheduled
maintenance and unscheduled extensive repairs to the turbine.  These increases
were offset, in part, by Canal Unit 2 which was out of service approximately
five months for scheduled maintenance and returned to service in mid-August
1996.  Unit 2 also completed a fueling conversion to burn natural gas in
addition to oil.  These same expenses increased in the current three-month
period due to the impact of higher fuel oil costs and, to a lesser extent,
greater unit sales.

Other Operation and Maintenance

    The increase in other operation and maintenance in the current three and
nine-month periods reflects storm damage costs incurred for Hurricane Edouard
($1.9 million).  Higher costs for postretirement benefits ($1.3 million) and
labor ($1.1 million) also contributed to the change for the current nine-month
period but were virtually unchanged in the current quarter.  Somewhat offset-
ting these higher costs in the current three and nine-month periods were lower
provisions for bad debts ($204,000 and $603,000) and lower costs related to
District Services, primarily marketing and customer operations ($131,000 and
$323,000), respectively.  The current nine-month period also reflects the
absence of legal fees ($517,000) associated with the cancellation of the
Eastern Energy Corporation (Eastern Energy) power contract in 1995.

Depreciation and Taxes

    Depreciation expense increased 4.6% in the current three and nine-month
periods due to a higher level of depreciable property, plant and equipment. 
The increases in federal and state income taxes were due to a higher level of
pretax income.  The increase in local property and other taxes for both
periods was due to higher rates and assessments.

<PAGE 11>

                         COMMONWEALTH ELECTRIC COMPANY

Other Income and Interest Charges

    Other income declined $1.5 million in the current nine-month period due
to the reversal of a $1.4 million reserve in the first quarter of 1995 that
related to certain costs associated with the Company's energy conservation
program, the recovery of which was subsequently approved by the Massachusetts
Department of Public Utilities (DPU).

    Total interest charges declined in the current three and nine-month
periods due to a lower average level of borrowings and lower rates.  Also
contributing to the decline in expense in the current nine-month period was
the absence of interest costs associated with the termination of the Eastern
Energy power contract.  These decreased charges were offset somewhat in both
current periods by decreases in the allowance for borrowed funds used during
construction.

Electric Industry Restructuring

    On August 16, 1995, the DPU issued an order calling for the restructuring
of the electric utility industry in Massachusetts.  The DPU's intent is to
reduce electric costs to consumers by providing customers with the opportunity
to choose their electric power provider while retail electric companies such
as the Company and affiliate Cambridge Electric Light Company (the Companies)
continue to provide transmission and distribution services.  On May 1, 1996,
the DPU issued an order containing proposed rules for implementing electric
industry restructuring.

    The proposed rules, which were the subject of public comment and hearings
during June and July 1996, provide for:

    (1)   the establishment of an independent system operator to operate the
          regional transmission system;
    (2)   a power exchange to manage a competitive bidding pool for
          short-term power sales;
    (3)   functional separation of electric companies into generation,
          transmission and distribution corporate entities;
    (4)   preservation of discounts for low-income customers, shut-off
          protections and provision of service to all customers;
    (5)   registration requirements for generation suppliers;
    (6)   options for phased incentives for electric companies to divest
          their generation assets;
    (7)   promotion of environmental goals;
    (8)   support for energy efficiency and renewable energy resources;
    (9)   a price cap system of incentive regulation for the remaining
          distribution and transmission functions;
    (10)  unbundling of rates on bills into separate components of
          transmission, distribution and energy, and implementation of a
          competitive generation market by January 1, 1998; and
    (11)  a reasonable opportunity for recovery of stranded cost.

On August 9, 1996, the DPU issued an order delaying the issuance of final
rules until the end of 1996.  The DPU also stated that it will issue a revised
schedule for electric companies to make company-specific unbundled rate
filings.

<PAGE 12>

                         COMMONWEALTH ELECTRIC COMPANY

    Although the DPU has not yet issued its revised rate filing schedule, the
Companies anticipate filing their revenue-neutral, unbundled rates in early
1997 after the issuance of the DPU's final rules.  Also, during 1997, the
Companies will file their comprehensive restructuring plan.  One element of
the Companies' plan (announced on February 15, 1996) calls for the auctioning,
in a competitive market, of their capacity entitlement (1,140 MW) in all of
their twenty-one power contracts in an effort to develop a competitive market
whereby customers would have the flexibility of choosing their electric
supplier.  These entitlements include contracts for power from Canal Units 1
and 2 and Seabrook Unit 1, which are owned or jointly owned by the System's
generating subsidiary Canal Electric Company.  The Companies' plan provides
for total recovery of the difference between the current market value of the
Companies' power contracts and their unavoidable costs.  Under the Companies'
plan, this difference, a component of what is often referred to as stranded
cost, would be recovered through a non-bypassable access charge paid over an
appropriate time period by all customers in the Companies' service areas.

    The DPU's May 1 order reaffirmed that one of its transition principles is
to seek near-term rate relief for electric customers.  Also, the DPU's
proposed rules would limit the period for recovery of net, non-mitigable
stranded cost to a ten-year period (January 1, 1998 through December 31,
2007.)  Recovery of stranded cost depends upon the timing, nature, and degree
of competition that may result from future changes in regulatory policies
governing the Companies' activities and prices, as well as future power costs
and market prices of power.  The Companies' single largest component of
stranded cost relates to their purchased power contracts with non-utility
generators.  Based on their analyses of the DPU's proposed rules, the Compa-
nies would be unable to recover a substantial portion of their stranded cost
within the ten-year period without rate increases.  However, while the
Companies are unable to predict the ultimate outcome of restructuring, it is
important to note that a recent proposed settlement agreement presented by
another utility to the DPU includes a provision that lengthens the timeframe
for recovery of certain stranded costs to their original lives thus making it
possible for that company to fully recover all stranded costs without a
significant rate increase.  That settlement agreement is currently under
review by the DPU.

    Generally accepted accounting principles require that losses be accrued
in full when costs to complete a contract are expected to exceed related
revenues expected to be realized.  To the extent that the Companies determine
that they will be unable to recover costs associated with their purchased
power contracts, the Companies would be required to take an immediate charge
against earnings when such a loss is probable and estimable.  Statement of
Financial Accounting Standards No. 121 - "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of" (SFAS No. 121)
which became effective for 1996, requires impairment losses on long-lived
assets to be recognized when the book value of an asset exceeds its expected
future cash flows.  This standard also imposes stricter criteria for the
retention of regulatory-created assets by requiring that such assets be
probable of future recovery at each balance sheet date.  To the extent such
recovery is not probable at the balance sheet date, the Companies would be
required to take a charge against earnings in that period.

    The Companies currently account for the economic effects of regulation in
accordance with the provisions of Statement of Financial Accounting Standards

<PAGE 13>

                         COMMONWEALTH ELECTRIC COMPANY

No. 71 - "Accounting for the Effects of Certain Types of Regulation" (SFAS No.
71) based on the cost-of-service regulatory framework in which they operate. 
The DPU has proposed that the distribution and transmission functions of their
businesses be regulated under a form of price capped incentive regulation.

    In the event that recovery of specific costs through rates becomes
unlikely or uncertain for all or a portion of the Companies' utility opera-
tions, whether resulting from the expanding effects of competition or specific
regulatory actions which move the Companies away from cost-of-service rate-
making, SFAS No. 71 would no longer apply.  While the Companies are unable to
predict the final rules which may be adopted by the DPU in its restructuring
proposal, the Companies could be required to discontinue the application of
SFAS No. 71.  Discontinuance of SFAS No. 71 would cause the write-off of the
applicable portions of their regulatory assets which would have an adverse
impact on the Companies' financial position and results of operations.  The
Companies will challenge any order that would have a significant adverse
impact on them, including attempts to limit their recovery of stranded cost.

Retail Choice Pilot Program

    On September 3, 1996, the DPU approved the Company's retail choice pilot
program.  The program is comprised of two components: under Subscription A,
eligible customers have the opportunity to buy their power from a supplier
other than the Company (an alternative supplier); under Subscription B,
eligible customers continue to buy their power from the Company, but at prices
posted by the Company one day ahead.  All participating customers will pay the
Company a customer charge, transmission and distribution charges, and an
access charge.

    The program is available to the Company's 18 commercial and industrial
customers taking service under one of the Company's economic development
rates.  Subscription A has been filled by 5 customers having an aggregate load
of approximately 15 megawatts.  The remaining customers are eligible to
participate in Subscription B.  Subscription A customers have not yet selected
an alternative supplier.

    The program is designed to allow a limited number of customers the
opportunity to possibly reduce their electric bills while the Company learns
more about real-time pricing and the administrative requirements associated
with open-market competition.  Through the program, the Company expects to
develop internal procedures for billing and allocating the costs for providing
an alternative supply to its retail customers, and to develop methods for
educating customers regarding retail choice.  The program is scheduled to
continue until December 31, 1997.

    Those customers that find that their selection is not right for them will
be able to return to Company service at their prior rate.

Termination of Power Sale Agreement

    On June 5, 1996, the DPU approved a power sale termination agreement
between the Company and Altresco Lynn, Inc. (Altresco) that related to a
purchase power obligation of the Company under which the Company would have
been required to purchase approximately 25 MW from Altresco beginning on
January 1, 1997.  Under the terms of the termination agreement, the Company

<PAGE 14>

                         COMMONWEALTH ELECTRIC COMPANY

returned to Altresco $550,000 of the $750,000 power sale agreement security
deposit held by the Company since April 1992.  The remaining $200,000, plus
accumulated interest, was credited to the Company's fuel charge stabilization
account.  Consistent with DPU precedent regarding provision of least-cost
electric service, the termination of the power sale agreement, coupled with
providing replacement power when necessary, will save the Company's customers
approximately $34 million, in 1995 dollars, over the twenty-year life of the
initial power sale agreement. 

<PAGE 15>


                         COMMONWEALTH ELECTRIC COMPANY

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 5. Other Information

        None.

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits

             Exhibit 27 - Financial Data Schedule

             Filed herewith as Exhibit 1 is the Financial Data Schedule for
             the nine months ended September 30, 1996.

             Filed herewith as Exhibit 2 is the restated Financial Data
             Schedule for the nine months ended September 30, 1995.

        (b)  Reports on Form 8-K

             No reports on Form 8-K were filed during the three months ended
             September 30, 1996.

<PAGE 16>

                         COMMONWEALTH ELECTRIC COMPANY

                                   SIGNATURE


    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 ELECTRIC COMPANY
                                                        (Registrant)


                                                Principal Financial and
                                                Accounting Officer:


Date:  November 13, 1996                        JAMES D. RAPPOLI             
                                                James D. Rappoli,
                                                Financial Vice President
                                                   and Treasurer