MASSACHUSETTS ELECTRIC CO
10-Q, 1996-08-14
ELECTRIC SERVICES
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<PAGE>

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.   20549


                            FORM 10-Q


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

          For the quarterly period ended June 30, 1996

                               OR

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


                  Commission File Number 0-5464


             (LOGO)  MASSACHUSETTS ELECTRIC COMPANY


       (Exact name of registrant as specified in charter)


        MASSACHUSETTS               04-1988940
        (State or other             (I.R.S. Employer
        jurisdiction of             Identification No.)
        incorporation or
        organization)


      25 Research Drive, Westborough, Massachusetts   01582
            (Address of principal executive offices)

       Registrant's telephone number, including area code
                         (508-389-2000)

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 ( )

Common stock, par value $25 per share, authorized and
outstanding:  2,398,111 shares at June 30, 1996.
<PAGE>
PART I FINANCIAL STATEMENTS
Item 1. Financial Statements
- ----------------------------
<TABLE>
                          MASSACHUSETTS ELECTRIC COMPANY
                               Statements of Income
                              Periods Ended June 30
                                   (Unaudited)
<CAPTION>
                                                 Quarter                 Six Months
                                                --------                 ----------
                                            1996      1995      1996       1995
                                            ----      ----      ----       ----
                                                          (In Thousands)
<S>                                          <C>       <C>       <C>        <C>
Operating revenue                         $358,479  $355,431  $749,298   $728,523
                                          --------  --------  --------   --------

Operating expenses:
  Purchased electric energy, principally from
   New England Power Company, an affiliate 262,008   270,060   549,393    554,598
  Other operation                           52,404    46,527    99,602     91,438
  Maintenance                                7,241     7,508    15,297     14,940
  Depreciation                              12,038    11,465    24,075     22,930
  Taxes, other than income taxes             7,738     7,136    16,483     15,490
  Income taxes                               3,267     1,562     9,978      4,605
                                          --------  --------  --------   --------
       Total operating expenses            344,696   344,258   714,828    704,001
                                          --------  --------  --------   --------
       Operating income                     13,783    11,173    34,470     24,522

Other income (expense), net                    (40)   (1,143)   (2,077)      (817)
                                          --------  --------  --------   --------
       Operating and other income           13,743    10,030    32,393     23,705
                                          --------  --------  --------   --------

Interest:
  Interest on long-term debt                 6,736     6,476    13,461     12,581
  Other interest                             1,819       981     3,206      3,622
  Allowance for borrowed funds used during
   construction - credit                      (268)        6      (464)      (191)
                                          --------  --------  --------   --------
       Total interest                        8,287     7,463    16,203     16,012
                                          --------  --------  --------   --------

       Net income                         $  5,456  $  2,567  $ 16,190   $  7,693
                                          ========  ========  ========   ========



                         Statements of Retained Earnings


Retained earnings at beginning of period  $150,671  $135,264  $150,308   $136,911
Net income                                   5,456     2,567    16,190      7,693
Dividends declared on cumulative
  preferred stock                             (778)     (779)   (1,557)    (1,557)
Dividends declared on common stock          (1,199)   (2,398)  (10,791)    (8,393)
                                          --------  --------  --------   --------
Retained earnings at end of period        $154,150  $134,654  $154,150   $134,654
                                          ========  ========  ========   ========

    The accompanying notes are an integral part of these financial statements.

   Per share data is not relevant because the Company's common stock is wholly
                      owned by New England Electric System.



</TABLE>
<PAGE>
<TABLE>             MASSACHUSETTS ELECTRIC COMPANY
                         Statements of Income
                     Twelve Months Ended June 30
                             (Unaudited)
<CAPTION>
                                                    1996               1995
                                                    ----               ----
                                                           (In Thousands)
<S>                                                  <C>                <C>
Operating revenue                                     $1,526,451 $1,488,995
                                                      ---------- ----------

Operating expenses:
      Purchased electric energy, principally from
       New England Power Company, an affiliate         1,108,468  1,097,275
      Other operation                                    214,824    212,679
      Maintenance                                         29,882     35,203
      Depreciation                                        45,974     44,055
      Taxes, other than income taxes                      31,015     28,826
      Income taxes                                        24,670     15,945
                                                      ---------- ----------
           Total operating expenses                    1,454,833  1,433,983
                                                      ---------- ----------
           Operating income                               71,618     55,012

Other income (expense), net                               (1,801)       (46)
                                                      ---------- ----------
           Operating and other income                     69,817     54,966
                                                      ---------- ----------

Interest:
      Interest on long-term debt                          26,781     23,382
      Other interest                                       6,368      7,382
      Allowance for borrowed funds used during
       construction - credit                                (930)      (430)
                                                      ---------- ----------
           Total interest                                 32,219     30,334
                                                      ---------- ----------

           Net income                                 $   37,598 $   24,632
                                                      ========== ==========



                   Statements of Retained Earnings


Retained earnings at beginning of period              $  134,654 $  138,317
Net income37,598                                          24,632
Dividends declared on cumulative preferred stock          (3,114)    (3,114)
Dividends declared on common stock                       (14,988)   (25,181)
                                                      ---------- ----------
Retained earnings at end of period                    $  154,150 $  134,654
                                                      ========== ==========

The accompanying notes are an integral part of these financial statements.

Per share data is not relevant because the Company's common stock is wholly
                owned by New England Electric System.



</TABLE>
<PAGE>
<TABLE>
                      MASSACHUSETTS ELECTRIC COMPANY
                              Balance Sheets
                                (Unaudited)
<CAPTION>
                                                        June 30,                  December 31,
                                  ASSETS                 1996          1995
                                  ------                 ----          ----
                                                             (In Thousands)
<S>                                                       <C>          <C>
Utility plant, at original cost                        $1,463,912   $1,420,069
 Less accumulated provisions for depreciation             417,276      399,711
                                                       ----------   ----------
                                                        1,046,636    1,020,358
Construction work in progress                              18,628       21,118
                                                       ----------   ----------
   Net utility plant                                    1,065,264    1,041,476
                                                       ----------   ----------
Current assets:
 Cash                                                         997        1,840
 Accounts receivable: 
   From sales of electric energy                          153,508      160,795
   Other (including $2,714,000 and $1,776,000
     from affiliates)                                       3,783        3,527
     Less reserves for doubtful accounts                   13,679       12,544
                                                       ----------   ----------
                                                          143,612      151,778
 Unbilled revenues                                         44,200       49,800
 Materials and supplies, at average cost                   10,878       10,602
 Prepaid and other current assets                          24,171       22,514
                                                       ----------   ----------
     Total current assets                                 223,858      236,534
                                                       ----------   ----------
Deferred charges and other assets                          61,147       65,090
                                                       ----------   ----------
                                                       $1,350,269   $1,343,100
                                                       ==========   ==========

                      CAPITALIZATION AND LIABILITIES
                      ------------------------------
Capitalization:
 Common stock, par value $25 per share, authorized
   and outstanding 2,398,111 shares                    $   59,953   $   59,953
 Premiums on capital stocks                                45,862       45,862
 Other paid-in capital                                    155,310      155,310
 Retained earnings                                        154,150      150,308
                                                       ----------   ----------
     Total common equity                                  415,275      411,433
 Cumulative preferred stock                                50,000       50,000
 Long-term debt                                           338,356      353,267
                                                       ----------   ----------
     Total capitalization                                 803,631      814,700
                                                       ----------   ----------
Current liabilities:
 Long-term debt due in one year                            15,000
 Short-term debt (including $5,375,000 and $1,000,000
   to affiliates)                                          48,650       55,450
 Accounts payable (including $154,490,000 and $165,515,000
   to affiliates)                                         162,566      181,943
 Accrued liabilities:
   Taxes                                                   13,840        7,371
   Interest                                                 9,376        9,502
   Other accrued expenses                                  52,197       17,136
 Customer deposits                                          4,407        4,633
 Dividends payable                                          1,977        1,977
                                                       ----------    ---------
     Total current liabilities                            308,013      278,012
                                                       ----------   ----------
Deferred federal and state income taxes                   173,887      184,575
Unamortized investment tax credits                         17,125       17,684
Other reserves and deferred credits                        47,613       48,129
                                                       ----------   ----------
                                                       $1,350,269   $1,343,100
                                                       ==========   ==========

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
<TABLE>               MASSACHUSETTS ELECTRIC COMPANY
                         Statements of Cash Flows
                         Six Months Ended June 30
                                (Unaudited)
<CAPTION>                                                 1996        1995
                                                         ----          ----
                                                             (In Thousands)
<S>                                                                        <C             <C>
Operating Activities:
   Net income                                            $ 16,190     $  7,693
   Adjustments to reconcile net income to net cash
     provided by operating activities:
   Depreciation                                            24,075       22,930
   Deferred income taxes and investment tax credit, net   (11,234)      (3,478)
   Allowance for funds used during construction              (464)        (191)
   Decrease (increase) in accounts receivable, net
     and unbilled revenues                                 13,766       17,769
   Decrease (increase) in materials and supplies             (276)         251
   Decrease (increase) in prepaid and other current assets (1,657)          11
   Increase (decrease) in accounts payable                (19,377)     (17,549)
   Increase (decrease) in other current liabilities        41,178        4,876
   Other, net                                               3,726        2,790
                                                         --------     --------
      Net cash provided by operating activities          $ 65,927     $ 35,102
                                                         --------     --------
Investing Activities:
   Plant expenditures, excluding allowance for
     funds used during construction                      $(47,425)    $(45,454)
   Other investing activities                                (197)        (415)
                                                         --------     --------
      Net cash used in investing activities              $(47,622)    $(45,869)
                                                         --------     --------
Financing Activities:
   Dividends paid on common stock                        $(10,791)    $(19,185)
   Dividends paid on preferred stock                       (1,557)      (1,557)
   Long-term debt-issues                                                68,000
   Long-term debt-retirements                                          (25,000)
   Changes in short-term debt                              (6,800)     (11,545)
                                                         --------     --------
      Net cash provided by (used in) financing activities$(19,148)    $ 10,713
                                                         --------     --------

Net decrease in cash and cash equivalents                $   (843)    $    (54)

Cash and cash equivalents at beginning of period            1,840        1,225
                                                         --------     --------
Cash and cash equivalents at end of period               $    997     $  1,171
                                                         ========     ========

Supplementary Information:
   Interest paid less amounts capitalized                $ 15,769     $ 15,174
                                                         --------     --------
   Federal and state income taxes paid (refunded)        $ 14,545     $ (5,775)
                                                         --------     --------

The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
Note A - Hazardous Waste
- ------------------------

   The Federal Comprehensive Environmental Response,
Compensation and Liability Act, more commonly known as the
"Superfund" law, imposes strict, joint and several liability,
regardless of fault, for remediation of property contaminated
with hazardous substances.  A number of states, including
Massachusetts, have enacted similar laws.

   The electric utility industry typically utilizes and/or
generates in its operations a range of potentially hazardous
products and by-products.  New England Electric System
subsidiaries currently have an environmental audit program in
place intended to enhance compliance with existing federal,
state, and local requirements regarding the handling of
potentially hazardous products and by-products.

   The Company has been named as a potentially responsible party
(PRP) by either the U.S. Environmental Protection Agency or the
Massachusetts Department of Environmental Protection for 19 sites
at which hazardous waste is alleged to have been disposed. 
Private parties have also contacted or initiated legal
proceedings against the Company regarding hazardous waste
cleanup. The most prevalent types of hazardous waste sites with
which the Company has been associated are manufactured gas
locations. The Company is aware of approximately 35 such
locations in Massachusetts (including eight of the 19 locations
for which the Company is a PRP). The Company is currently aware
of other sites, and may in the future become aware of additional
sites, that it may be held responsible for remediating.

   In 1993, the Massachusetts Department of Public Utilities 
approved a rate agreement filed by the Company that allows for
remediation costs of former manufactured gas sites and certain
other hazardous waste sites located in Massachusetts to be met
from a non-rate-recoverable, interest-bearing fund of $30 million
established on the Company's books in 1993.  Rate-recoverable
contributions of $3 million, adjusted for inflation, are added to
the fund annually in accordance with the agreement. Any
shortfalls in the fund would be paid by the Company and be
recovered through rates over seven years.

   Predicting the potential costs to investigate and remediate
hazardous waste sites continues to be difficult. There are also
significant uncertainties as to the portion, if any, of the
investigation and remediation costs of any particular hazardous
waste site that may ultimately be borne by the Company. Where
appropriate, the Company intends to seek recovery from its
insurers and from other PRPs, but it is uncertain whether, and to
what extent, such efforts will be successful.  At June 30, 1996,
<PAGE>
Note A - Hazardous Waste - Continued
- ------------------------

the Company had total reserves for environmental response costs
of $38 million and a related regulatory asset of $15 million. 
The Company believes that hazardous waste liabilities for all
sites of which it is aware, and which are not covered by a rate
agreement, are not material to its financial position.


Note B
- ------

   In the opinion of the Company, these statements reflect all
adjustments (which include normal recurring adjustments)
necessary for a fair statement of the results of its operations
for the periods presented and should be considered in conjunction
with the notes to the financial statements in the Company's 1995
Annual Report.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
       ---------------------------------------------------------
        Condition and Results of Operations
        -----------------------------------
         This section contains management's assessment of
       Massachusetts Electric Company's financial condition and the
       principal factors having an impact on the results of operations. 
       This discussion should be read in conjunction with the Company's
       financial statements and footnotes and the 1995 Annual Report on
       Form 10-K.
       
       Earnings
       --------
         Net income for the second quarter and first six months of
       1996 increased $3 million and $8 million, respectively, compared
       with the corresponding periods in 1995.  These increases are due
       to sales growth and rate increases.  Kilowatt-hour (kWh) sales to
       ultimate customers increased 1.8 percent and 3.8 percent in the
       second quarter and first six months of 1996, respectively. 
       Partially offsetting these increases in revenues are increased
       operation and maintenance expenses.  
         
       Competitive Conditions
       ----------------------
         The electric utility business is being subjected to rapidly
       increasing competitive pressures, stemming from a combination of
       trends, including the presence of surplus generating capacity, a
       disparity in electric rates among regions of the country,
       improvements in generation efficiency, increasing demand for
              <PAGE>
customer choice, and new regulations and legislation intended to
       foster competition.  See the Company's Annual Report on Form 10-K
       for the year ended December 31, 1995.
         In states across the country, including Massachusetts, there
       have been an increasing number of proposals to allow retail
       customers to choose their electricity supplier, with incumbent
       utilities required to deliver that electricity over their
       transmission and distribution systems (also known as "retail
       wheeling").  In Rhode Island, such a proposal has been enacted
       into law.
       
       Massachusetts proceedings
         In February 1996, the Company filed with the Massachusetts
       Department of Public Utilities (MDPU) a plan for retail choice
       similar to the Rhode Island legislation described below.  Three
       other utilities and the Massachusetts Division of Energy
       Resources (DOER) also filed plans with the MDPU in February 1996. 
       The DOER's plan calls for direct access for all customers
       beginning in 1998, with a pilot program beginning in 1997.  The
       DOER's plan, however, proposes that, in exchange for stranded
       cost recovery, utilities divest their generating assets, either
       through sale or spinoff.
         On May 1, 1996, the MDPU issued a set of proposed rules and
       regulations governing the implementation of retail choice.  The
       proposed rules would allow all customers of Massachusetts
       investor-owned utilities to choose their electricity supplier
              <PAGE>
beginning in 1998 and would establish a price cap system for
       regulating the rates for distribution service that would continue
       to be provided by local utilities.  The MDPU-proposed rules
       affirm the principle of stranded cost recovery for utilities over
       ten years, but create uncertainties concerning the extent of
       actual stranded cost recovery.  While the MDPU did not order
       mandatory divestiture of generating assets, it stated that it
       might provide utilities financial incentives to divest.  Hearings
       on the proposed rules were completed in July 1996.  The MDPU has
       stated that it will issue final regulations by year-end 1996 and
       issue orders on the individual utility plans in 1997.
       
       Rhode Island legislation
         On August 7, 1996, the Governor of Rhode Island signed into
       law legislation that will restructure the electric utility
       industry in Rhode Island.  Rhode Island is the first state to
       pass comprehensive legislation providing retail customers with
       access to alternative suppliers and providing utilities with
       recovery of their stranded investments.  The New England Electric
       System  companies supported this legislation which affects the
       Company's affiliates, New England Power Company (NEP) and The
       Narragansett Electric Company (Narragansett).
         The legislation will allow all customers of electric
       utilities to choose their power supplier under a phased-in
       approach, while transmission and distribution rates will remain
       regulated.  This phase-in will begin on July 1, 1997 for
              <PAGE>
customers representing approximately 10 percent of Narragansett's
       load, followed by another 10 percent on January 1, 1998, and the
       balance of customers on July 1, 1998.  
         Under the new law, NEP's wholesale contract with Narragansett
       will be terminated.  In return, the cost of NEP's past generation
       commitments to serve Narragansett's customers will be recovered
       through a transition access charge on retail distribution rates.
       Those commitments, which are currently estimated at approximately
       $4 billion on a present value basis in total for NEP (of which
       Narragansett's share is approximately $1 billion with the balance
       primarily representing the Company's share), consist of (i)
       generating plant commitments, (ii) regulatory assets, (iii) the
       above market component of purchased power contracts, and (iv) the
       operating cost of nuclear plants which cannot be mitigated by
       shutting down the plants.  The aggregate amount of the transition
       access charge will be reduced by the fair market value of the
       utilities' non-nuclear generating assets. The value of such
       generating assets will be determined by leasing, selling,
       spinning off, or otherwise disposing of at least a 15 percent
       interest in such generating facilities.
         Sunk costs associated with generating plants and regulatory
       assets will be recovered over a period of 12 years.  NEP's
       purchased power contracts and nuclear decommissioning costs will
       be recovered as incurred over the life of those obligations, a
       period expected to extend beyond 12 years.  The initial
       transition access charge will be set at 2.8 cents per kWh through
              <PAGE>
December 31, 2000, and is expected to decline thereafter. 
       Implementation of various aspects of the Rhode Island legislation
       is subject to Rhode Island Public Utilities Commission and
       Federal Energy Regulatory Commission (FERC) approval. 
       
       FERC order
         In April 1996, the FERC issued Order No. 888 addressing open
       access transmission and indicated that those utilities that own
       transmission facilities will be required to file open access
       tariffs to make available transmission service to affiliates and
       nonaffiliates at fair non-discriminatory rates.  Order No. 888
       also stated that public utilities will be allowed to seek
       recovery of legitimate and verifiable stranded costs from
       departing customers as a result of wholesale competition.  The
       FERC indicated that it will provide for the recovery of retail
       stranded costs only if state regulators lack the legal authority
       to address those costs at the time retail wheeling is required. 
       The FERC also stated that it would consider proposals for
       stranded cost recovery under wholesale requirements contracts,
       such as the contracts between NEP and its retail affiliates.
       
       Risk factors
         The major risk factors affecting the Company relate to the
       possibility of adverse regulatory decisions or legislation which
       limit the level of revenues the Company is allowed to charge for
       its services.  The Company's all-requirements purchased power
              <PAGE>
contract with NEP requires either party to give seven years
       notice prior to terminating the contract.  Termination of the
       contract would create stranded costs at NEP that NEP would seek
       to recover from the Company pursuant to the contract.  In that
       event, the Company would seek recovery of such stranded costs
       from its customers.  However, there is no assurance that the
       final restructuring plans ordered by state regulatory bodies or
       the state legislatures will include provisions that allow the
       Company to fully recover any stranded costs passed on to the
       Company by NEP.  In such an event, the Company could be faced
       with a significant amount of costs being billed to it by NEP that
       the Company could not fully recover from retail customers, for
       which the Company would seek a remedy in the courts.  In
       addition, there is no assurance that any performance incentive
       system, which regulators might ultimately adopt with respect to
       the Company's distribution activities, would allow the Company to
       fully recover prudently incurred costs and earn a reasonable
       return on investment.  
         Historically, electric utility rates have been based on a
       utility's costs.  As a result, electric utilities are subject to
       certain accounting standards that are not applicable to other
       business enterprises in general.  Financial Accounting Standard 
       No. 71, Accounting for the Effects of Certain Types of Regulation
       (FAS 71), requires regulated entities, in appropriate
       circumstances, to establish regulatory assets and liabilities,
       and thereby defer the income statement impact of certain costs
              <PAGE>
that are expected to be recovered in future rates.  The effects
       of regulatory, legislative, or utility initiatives could, in the
       near future, cause all or a portion of the Company's operations
       to cease meeting the criteria of FAS 71.  In that event, the
       application of FAS 71 to such operations would be discontinued
       and a non-cash write-off of previously established regulatory
       assets and liabilities related to such operations would be
       required.  At December 31, 1995, the Company had pre-tax
       regulatory assets (net of regulatory liabilities) of
       approximately $50 million.
         This "Competitive Conditions" section contains forward-
       looking statements as defined under the securities laws.  Actual
       results could differ materially from those projected.  This
       section, particularly under "Risk factors", lists some of the
       reasons why results could differ materially from those projected.
              <PAGE>
       Operating Revenue
       -----------------
         The following table summarizes the changes in operating
        revenue:
       Increase (Decrease) in Operating Revenue
                    Second Quarter    Six Months
                    --------------   ------------
                     1996 vs 1995    1996 vs 1995
                    --------------   ------------
                            (In Millions)
       
       Sales to ultimate customers                       $ 4            $15
       
       Rate changes                        8              15
       
       Fuel recovery                      (7)             (4)
       
       Rate adjustment mechanisms         (4)             (6)
       
       Demand Side Management (DSM)                        1              -
       
       Other                               1               1
                                                         ---            ---
                                                         $ 3            $21
                                                         ===            ===
         For a discussion of sales to ultimate customers, see the
       "Earnings" section.
         The increase in revenues due to rate changes is the result
       of a $31 million base rate increase effective in October 1995.
         The Company's rates contain a purchased power cost
       adjustment mechanism which is designed to allow the Company to
       pass on to its customers changes in purchased energy costs
       resulting from rate increases or decreases by NEP, the Company's
       affiliated wholesale power supplier.  The mechanism is also
       designed to pass on to customers the effects of NEP's seasonal
              <PAGE>
rates.  While the Company experienced a decrease in purchased
       power costs in the second quarter and first six months of 1996,
       had it not been for NEP's seasonal rates, purchased power expense
       would have increased.  This savings is required to be passed on
       to customers and is therefore reflected as a reduction in
       revenues for both periods under rate adjustment mechanisms.
       
       Operating Expenses
       ------------------
         The following table summarizes the changes in operating
       expenses which are discussed below:
       Increase (Decrease) in Operating Expenses
                    Second Quarter    Six Months
                    --------------   ------------
                     1996 vs 1995    1996 vs 1995
                    --------------   ------------
                            (In Millions)
       
       Purchased electric energy:
       
                                    Fuel costs            $(7)           $(4)
       
                                    Other                  (1)            (1)
       
       Other operation and maintenance:                      
       
                                    DSM                     1              -
                                    
                                    Other                   4              9
       
       Depreciation and amortization                        1              1
       
       Taxes                                 2              6
                                                   ---  ---
                                                     $ -  $11
                                                     ===  ===
         The increase in other operation and maintenance expense in
       the second quarter and first six months of 1996 reflects
              <PAGE>
increased customer service expenses and increased distribution
       system-related expenses.  In addition, the increase for the six
       months also reflects increased post-retirement benefit costs due
       to the inclusion of additional amounts in rates that were
       previously deferred.
         The change in taxes is primarily due to increased income.
       
       Utility Plant Expenditures and Financings
       -----------------------------------------
         Cash expenditures for utility plant totaled $47 million in
       the first six months of 1996.  The funds necessary for utility
       plant expenditures during the period were provided by net cash
       from operating activities, after the payment of dividends.  The
       Company did not issue any long-term debt during the first six
       months of 1996.  The Company plans to issue $20 million of long-
       term debt later in 1996.  On July 16, 1996, the Nantucket
       Electric Company (Nantucket), a retail affiliate of the Company,
       issued $28 million of long-term tax-exempt debt at rates ranging
       from 4.10 percent to 6.75 percent.  The Company guaranteed the
       debt on behalf of Nantucket.
         Citing the passage of the restructuring legislation in Rhode
       Island, Moody's Investor Services lowered the credit rating of
       the Company from A1 to A2 for senior secured debt.
              <PAGE>
    At June 30, 1996, the Company had $49 million of short-term
       debt outstanding including $43 million of commercial paper
       borrowings.  The Company currently has lines of credit with banks
       totaling $90 million.   There were no borrowings under these
       lines of credit at June 30, 1996.
         For the twelve-month period ending June 30, 1996, the ratio
       of earnings to fixed charges was 2.85.
              <PAGE>
            PART II.  OTHER INFORMATION
       
       Item 1.  Legal Proceedings
       --------------------------
       
         Information concerning the restructuring dockets before the
       Massachusetts Department of Public Utilities, discussed in Part I
       of this report in Management's Discussion and Analysis of
       Financial Condition and Results of Operations, is incorporated
       herein by reference and made a part hereof.
       
       
       Item 6.  Exhibits and Reports on Form 8-K
       -----------------------------------------
       
         The Company is filing the following revised exhibit for
       incorporation by reference into its registration statement on
       Form S-3, Commission File No. 33-59145.
       
           12   Statement re computation of ratios
       
           The Company is filing Financial Data Schedules.
              <PAGE>
                     SIGNATURE
       
           Pursuant to the requirements of the Securities Exchange Act
       of 1934, the registrant has duly caused this report on Form 10-Q
       for the quarter ended June 30, 1996 to be signed on its behalf by
       the undersigned thereunto duly authorized.
       
                                          MASSACHUSETTS ELECTRIC COMPANY
       
       
                                          s/Michael E. Jesanis
       
                                                                        
                                          Michael E. Jesanis, Treasurer,
                                          Authorized Officer, and 
                                          Principal Financial Officer
       
       Date: August 14, 1996
       
       
    Exhibit Index
              <PAGE>
       
                   Exhibit Index
                   -------------
       
       Exhibit                         Description    Page
       -------                         -----------    ----
       
       12           Statement re computation of           Filed herewith
                      ratios
       
       27           Financial Data Schedule               Filed herewith
       
       
       
    Exhibit 12
              <PAGE>
<TABLE>
                                      MASSACHUSETTS ELECTRIC COMPANY
                             Computation of Ratio of Earnings to Fixed Charges
                                              (SEC Coverage)
                                                (Unaudited)
<CAPTION>
                                     12 Months
                                       Ended
                                   June 30, 1996                Years Ended December 31,
                                     Actual                    -------------------------------------------------------------
                                    (Unaudited)   1995       1994         1993      1992        1991
                                 --------------   ----       ----         ----      ----        ----
                                                                    (In Thousands)
<S>                               <C>         <C>        <C>         <C>         <C>         <C>
Net Income                           $37,598    $29,101     $34,726     $23,779    $34,905     $25,243
- ----------

Add income taxes and fixed charges
- ----------------------------------
  Current federal income taxes        20,341      9,437      (6,762)      5,606      3,977       8,568
  Deferred federal income taxes         (336)     6,156      24,932       3,430     13,451       3,889
  Investment tax credits - net        (1,125)    (1,132)     (1,228)     (1,228)    (1,228)     (1,194)
  Massachusetts franchise tax          4,902      3,935       4,681       3,348      3,858       2,920
  Interest on long-term debt          26,781     25,901      20,967      23,403     21,910      20,157
  Interest on short-term debt and other6,368      6,784       6,366       3,638      3,657       3,643
                                     -------    -------     -------     -------    -------     -------

Net earnings available for fixed charges        $94,529     $80,182     $83,682    $61,976     $80,530   $63,226
                                     -------    -------     -------     -------    -------     -------

Fixed charges:
  Interest on long-term debt         $26,781    $25,901     $20,967     $23,403    $21,910     $20,157
  Interest on short-term debt and other6,368      6,784       6,366       3,638      3,657       3,643
                                     -------    -------     -------     -------    -------     -------
     Total fixed charges             $33,149    $32,685     $27,333     $27,041    $25,567     $23,800
                                     =======    =======     =======     =======    =======     =======

Ratio of earnings to fixed charges      2.85       2.45        3.06        2.29       3.15        2.66
- ----------------------------------


</TABLE>

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<PAGE>
<ARTICLE>  UT
<LEGEND>   THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE SHEET AND RELATED STATEMENTS OF
           INCOME, RETAINED EARNINGS AND CASH FLOWS OF MASSACHUSETTS ELECTRIC COMPANY IS QUALIFIED IN ITS ENTIRETY BY
           REFERENCE TO SUCH FINANCIAL STATEMENTS.
<MULTIPLIER>    1,000
       
<S>                                          <C>           <C>          <C>           <C>
<FISCAL-YEAR-END>                    DEC-31-1996   DEC-31-1995  DEC-31-1996   DEC-31-1995
<PERIOD-END>                         JUN-30-1996   JUN-30-1995  JUN-30-1996   JUN-30-1995
<PERIOD-TYPE>                              6-MOS         6-MOS        QTR-2         QTR-2
<BOOK-VALUE>                            PER-BOOK      PER-BOOK     PER-BOOK      PER-BOOK
<TOTAL-NET-UTILITY-PLANT>              1,065,264             0            0             0
<OTHER-PROPERTY-AND-INVEST>                    0             0            0             0
<TOTAL-CURRENT-ASSETS>                   223,858             0            0             0
<TOTAL-DEFERRED-CHARGES>                  61,147            <F1>          0             0            0
<OTHER-ASSETS>                                 0                          0             0            0
<TOTAL-ASSETS>                         1,350,269                          0             0            0
<COMMON>                                                59,953                          0            0    0
<CAPITAL-SURPLUS-PAID-IN>                201,172                          0             0            0
<RETAINED-EARNINGS>                      154,150                          0             0            0
<TOTAL-COMMON-STOCKHOLDERS-EQ>           415,275                          0             0            0
                          0                          0             0            0
                               50,000                          0             0            0
<LONG-TERM-DEBT-NET>                     338,356                          0             0            0
<SHORT-TERM-NOTES>                         5,375                          0             0            0
<LONG-TERM-NOTES-PAYABLE>                      0                          0             0            0
<COMMERCIAL-PAPER-OBLIGATIONS>            43,275                          0             0            0
<LONG-TERM-DEBT-CURRENT-PORT>             15,000                          0             0            0
                      0                          0             0            0
<CAPITAL-LEASE-OBLIGATIONS>                    0                          0             0            0
<LEASES-CURRENT>                               0                          0             0            0
<OTHER-ITEMS-CAPITAL-AND-LIAB>           482,988                          0             0            0
<TOT-CAPITALIZATION-AND-LIAB>          1,350,269                          0             0            0
<GROSS-OPERATING-REVENUE>                749,298                    728,523       358,479      355,431
<INCOME-TAX-EXPENSE>                       9,978                      4,605         3,267        1,562
<OTHER-OPERATING-EXPENSES>               704,850                    699,396       341,429      342,696
<TOTAL-OPERATING-EXPENSES>               714,828                    704,001       344,696      344,258
<OPERATING-INCOME-LOSS>                   34,470                     24,522        13,783       11,173
<OTHER-INCOME-NET>                        (2,077)         (817)         (40)       (1,143)
<INCOME-BEFORE-INTEREST-EXPEN>            32,393                     23,705        13,743       10,030
<TOTAL-INTEREST-EXPENSE>                  16,203                     16,012         8,287        7,463
<NET-INCOME>                              16,190                      7,693         5,456        2,567
                1,557                      1,557           778          779
<EARNINGS-AVAILABLE-FOR-COMM>             14,633                      6,136         4,678        1,788
<COMMON-STOCK-DIVIDENDS>                  10,791                      8,393         1,199        2,398
<TOTAL-INTEREST-ON-BONDS>                 13,461                     12,581         6,736        6,476
<CASH-FLOW-OPERATIONS>                    65,927                     35,102        32,649       25,206
<EPS-PRIMARY>                                  0            <F2>          0            <F2>          0   <F2>  0   <F2>
<EPS-DILUTED>                                  0            <F2>          0            <F2>          0   <F2>  0   <F2>
<FN>
<F1> Total deferred charges includes other assets.
<F2> Per share data is not relevant because the Company's common stock is wholly owned by New England Electric System.
</FN>
        



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