<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: December 31, 1997
MASSACHUSETTS ELECTRIC COMPANY
(exact name of registrant as specified in charter)
Massachusetts 0-5464 04-1988940
(state or other (Commission (I.R.S. Employer
jurisdiction of File No.) Identification No.)
incorporation)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
(508) 389-2000
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
- ---------------------
The composition of the board of directors of Massachusetts
Electric Company (the Company) was changed as of December 31,
1997, by unanimous vote of the 2,398,111 common shares
represented at a Special Meeting of Stockholders, to consist of
the following, all of who are employees of the NEES companies:
Cheryl A. LaFleur
Robert L. McCabe
Lydia M. Pastuszek
Lawrence J. Reilly
Christopher E. Root
Richard P. Sergel
Dennis E. Snay
As previously reported on Form 8-K dated December 12, 1997,
NEES concluded its tender for shares of the Company's preferred
stock. On December 31, 1997, NEES donated to the Company all
previously tendered preferred stock shares as a capital
contribution. The value of the capital contribution is
approximately $38 million. The Company canceled the donated
shares.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this Current Report on
Form 8-K to be signed on its behalf by the undersigned thereunto
duly authorized.
MASSACHUSETTS ELECTRIC COMPANY
s/Michael E. Jesanis
By _________________________
Michael E. Jesanis
Treasurer
Date: January 7, 1998
