UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549-1004



                                   FORM 8-K



                                CURRENT REPORT



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




Date of Report (Date of earliest event reported) May 27, 1998




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



                                     2-7909        
                           (Commission File Number)



        Massachusetts                                   04-1144610    
(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)



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



                              (Not Applicable)                      
(Former name, address and fiscal year, if changed since last report)



                       CAMBRIDGE ELECTRIC LIGHT COMPANY

Item 5.  Other Events

    On May 27, 1998, Cambridge Electric Light Company (the Company) and
affiliates Commonwealth Electric Company and Canal Electric Company (wholly-
owned subsidiaries of Commonwealth Energy System) announced that they have
selected Southern Energy Inc., a subsidiary of Southern Company, to buy their
non-nuclear electric generation assets for approximately $462 million.  These
facilities represent 984 megawatts (mw) of electric capacity and have an
approximate book value of $79 million.  This event is an integral part of the
companies' comprehensive electric restructuring plan which was substantially
approved by the Massachusetts Department of Telecommunications and Energy (the
DTE) in February 1998 and is consistent with the Electric Industry
Restructuring Act (the Act) that was passed by the Massachusetts legislature
in November 1997.  The successful completion of this transaction will allow
the retail electric companies to mitigate transition costs currently being
billed to customers of the Company and Commonwealth Electric as a result of
the Act, thereby permitting these companies to increase the discount beyond
the 10 percent that their customers began receiving effective March 1, 1998,
toward a state-mandated 15 percent discount that is required to take effect on
September 1, 1999.

    The plants being sold include: Canal Unit 1 (566 mw) and a one-half
interest in Canal Unit 2 (282.5 mw) located in Sandwich, MA and owned by Canal
Electric; the Kendall Station facility and the adjacent Kendall Jets, located
in Cambridge, MA and owned by the Company; five diesel generators in Oak
Bluffs and West Tisbury on the island of Martha's Vineyard that are owned by
Commonwealth Electric, and a 1.4 percent joint-ownership interest in Wyman
Unit No. 4 located in Yarmouth, ME, also owned by Commonwealth Electric.

    The sale is expected to close by year-end 1998 following the required
approvals of the Federal Energy Regulatory Commission and the DTE.




                       CAMBRIDGE ELECTRIC LIGHT 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 hereunto duly authorized.



                                            CAMBRIDGE ELECTRIC LIGHT COMPANY
                                                       (Registrant)





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




Date:  June 5, 1998