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                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                    Form 8-K

                                 CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



                        Date of Report:  April 28, 1994
                       (Date of earliest event reported)



                             BOSTON EDISON COMPANY
             (Exact name of registrant as specified in its charter)


        Massachusetts                 1-2301                  04-1278810
  (State or other jurisdiction       (Commission             (I.R.S. Employer
   of incorporation)             File Number)          Identification Number)



            800 Boylston Street, Boston, Massachusetts         02199
         (Address of principal executive offices)           (Zip Code)



                                  617-424-2000
              (Registrant's telephone number, including area code)

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Item 5.  Other Events

On April 28, 1994 Boston Edison Company issued two press releases: one
announcing first  quarter earnings and a second announcing the election of
President Thomas J. May as Chairman  and Chief Executive Officer, the election
of Executive Vice President George W. Davis as  President and Chief Operating
Officer, and the retirement of Bernard W. Reznicek as Chairman  and Chief
Executive Officer.   The elections and retirement are effective July 1, 1994.
The press  releases follow on pages 3 through 5.


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                                                                  April 28, 1994

              Boston Edison Announces 1994 First Quarter Earnings

BOSTON, MA -- Boston Edison Company (BSE-NYSE) reported earnings per
common share of  $0.35 and $2.37 for the three and twelve months ended March
31, 1994, respectively, versus  earnings of $0.25 and $2.11 for the same
periods in 1993.

The increase in 1994 first quarter earnings primarily reflects a 3.1%
increase in retail electricity  sales, an annual rate increase of $29 million
which became effective November 1, 1993 and lower  purchased power expenses
associated with a $60 million contract which expired on October 31,  1993.
These were partially offset by higher depreciation and amortization, operations
and  maintenance and income tax expenses.




Financial Data
(in thousands except per share data)



3 months ended March 31:          1994         1993      % Change
- - ------------------------          ----         ----      --------
                                                 
Operating revenues              $377,449     $354,752      +6.4%
Net income                       $19,812      $15,452     +28.2
Earnings per share                 $0.35        $0.25     +40.0
Weighted average # of shares      45,189       44,821      +0.8
Dividend declared per share
   of common stock                 $0.44       $0.425      +3.5



12 months ended March 31:         1994         1993      % Change
- - -------------------------         ----         ----      --------
                                                 
Operating revenues            $1,504,950   $1,423,000      +5.8%
Net income                      $122,578     $108,934     +12.5
Earnings per share                 $2.37        $2.11     +12.3
Weighted average # of shares      45,050       43,815      +2.8
Dividends declared per share
   of common stock                 $1.73        $1.67      +3.6



                                    - end -


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                                                                  April 28, 1994

        Boston Edison Company today announced that President Thomas J. May has
been elected  Chairman and Chief Executive Officer of the Company effective
July 1, 1994.

        Executive Vice President George W. Davis has been elected to serve as
the Company's  President and Chief Operating Officer, also effective July 1.

        Bernard W. Reznicek today announced his retirement as Chairman and
Chief Executive  Officer as of July 1 to accept an appointment as dean of the
Creighton University College of  Business Administration in Omaha, Nebraska.
Mr. Reznicek will assume the position of Vice  Chairman of Edison's Board of
Directors.

        "For the past several years, Bernie Reznicek, Tom May and George Davis
have worked  closely together, building a strong company and preparing a
sensible business strategy for Boston  Edison's future," said Thomas G. Dignan,
Jr., a partner with the law firm of Ropes and Gray and a  member of the
Company's Board of Directors.  "Their teamwork made this transition a natural
next step, and Tom and George are the logical choices to lead our Company into
the next  century."

        Mr. May is currently President and Chief Operating Officer and is a
member of the  Company's Board of Directors.  He joined Boston Edison in 1976,
following a seven-year period  with Coopers and Lybrand.  Mr. May holds a
bachelor of science degree in business  administration from Stonehill College,
a master of science degree in finance from Bentley College  and graduated from
Harvard Business School's Advanced Management Program.

        Mr. Davis is currently Executive Vice President of Boston Edison
Company and is also a  member of its Board of Directors.  Mr. Davis joined
Boston Edison in 1989 as Vice President,  Nuclear Administration, after a
34-year career with the U.S. Navy, during which he held the  position of Vice
Admiral and Commander, Naval Surface Forces, Pacific Fleet.  He was named
Senior Vice President, Nuclear in 1990.  He earned a bachelor of science degree
from the U.S.  Naval Academy at Annapolis, Maryland and a master of science
degree with distinction in  electrical engineering from the Naval Postgraduate
School.

        "Tom May has been a key player in rebuilding the Company's financial
health, establishing  good relations with our regulators and he has become a
respected leader in the Boston business  community," said Bernie Reznicek.
"George Davis has provided leadership in the research,  development and
installation of new technologies that have greatly improved the performance of
our generating stations and electrical customer service operations.  It's for
these reasons and many  more that I recommended their appointments, and I am
gratified that the Board unanimously  agreed."

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        Tom May characterized Bernie Reznicek as someone who will be known for
bringing  clarity to Boston Edison's management processes.  "It's a tribute to
Bernie's leadership that we  accomplished so many of our business goals in just
seven years," May said.  "I look forward to  continuing to support and promote
the policies and programs established during Bernie's tenure.  I  am committed
to furthering our leadership role in transitioning our business into one that
is more  competitive and responsive and to the introduction of innovative
electric technologies that will  benefit our customers, shareholders, employees
and communities."

        Mr. Reznicek joined Boston Edison in 1987 as President and Chief
Operating Officer from  Omaha Public Power District in Omaha, Nebraska.  Among
his most notable accomplishments at  Boston Edison are the establishment of a
strong and diverse management team, the institution of  cost control as part of
everyday life for every employee and a record of financial performance that
has outpaced utility industry averages and the Standard and Poor's 500 for five
years running.

        "Opportunities like the one I am taking at Creighton University come
along too  infrequently in life," Reznicek said.  "I have long had a high
interest in research and business  education.  My tenure at Boston Edison has
been tremendously satisfying and I look forward to  continuing to serve the
Corporation as a member of the Board of Directors."

        Mr. May is a director of the Boston Police Athletic League, Inc. and
the Metropolitan  Boston Housing Partnership, Inc.  He is an overseer of
Dana-Farber, Inc. (parent of the Dana- Farber Cancer Institute), is on the
board of Trustees at Stonehill College, is on the Governing  Board of the
Greater Boston Chamber of Commerce and a member of the Research Advisory
Committee of the Electric Power Research Institute.

        Mr. Davis serves on the Board of Advisors for the U.S. Naval
Postgraduate School, the  University of Chicago Review Committee for the
Integral Fast Reactor Operations Division of  Argonne National Laboratory, the
Board of Directors of the Institute of Nuclear Power  Operations and the
Science advisory Board for the University of Massachusetts, Boston.

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                                   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 hereunto duly authorized.





                                     BOSTON EDISON COMPANY

                                     By:  /s/ Robert. J Weafer, Jr.
                                          -------------------------    
                                              Robert J. Weafer, Jr.
                                              Vice President, Controller and
                                              Chief Accounting Officer


Date:  April 28, 1994


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