<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, 1995

                                      OR

[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
       EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

       For the transition period from _______________ to _______________

                         Commission file number 2-7909

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

         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)

                                (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, 1995 
        Common Stock, $25 par value            346,600 shares

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


Item 1.  Financial Statements


                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                           CONDENSED BALANCE SHEETS

                   SEPTEMBER 30, 1995 AND DECEMBER 31, 1994

                                    ASSETS

                                  (Unaudited)



                                                 September 30,  December 31,
                                                     1995           1994    
                                                    (Dollars in Thousands)

PROPERTY, PLANT AND EQUIPMENT, at original cost    $153 844        $148 855
  Less - Accumulated depreciation                    58 423          55 618
                                                     95 421          93 237
  Add - Construction work in progress                 2 612           3 541
                                                     98 033          96 778

INVESTMENTS
  Equity in nuclear electric power companies          9 419           9 164
  Other                                                   5               5
                                                      9 424           9 169

CURRENT ASSETS
  Cash                                                  334             376
  Accounts receivable -
    Affiliates                                          649             917
    Customers                                        10 853           9 835
  Unbilled revenues                                   2 113           3 088
  Prepaid property taxes                              2 644           1 702
  Inventories and other                               1 840           2 111
                                                     18 433          18 029

DEFERRED CHARGES
  Yankee Atomic power contract                        7 050           8 163
  Other                                               4 933           5 570
                                                     11 983          13 733

                                                   $137 873        $137 709
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                           CONDENSED BALANCE SHEETS

                   SEPTEMBER 30, 1995 AND DECEMBER 31, 1994

                        CAPITALIZATION AND LIABILITIES

                                  (Unaudited)


                                                 September 30,  December 31,
                                                     1995           1994    
                                                    (Dollars in Thousands)
CAPITALIZATION
  Common Equity -
    Common stock, $25 par value -
      Authorized and outstanding -
        346,600 shares wholly-owned by
        Commonwealth Energy System (Parent)        $  8 665        $  8 665
    Amounts paid in excess of par value              27 953          27 953
    Retained earnings                                 8 779           7 166
                                                     45 397          43 784
  Long-term debt, including premiums, less
    current sinking fund requirements and 
    maturing debt                                    21 865          42 027
                                                     67 262          85 811
CURRENT LIABILITIES
  Interim Financing -
    Notes payable to banks                              500           2 175
    Maturing long-term debt                          20 000             -  
    Advances from affiliates                          2 525             550
                                                     23 025           2 725

  Other Current Liabilities -
    Current sinking fund requirements                   160             160
    Accounts payable -
      Affiliates                                      3 680           4 212
      Other                                           6 288           8 359
    Accrued taxes - 
      Local property and other                        3 540           1 711
      Income                                            407             667
    Accrued interest                                  1 305             994
    Other                                             2 660           1 878
                                                     18 040          17 981
                                                     41 065          20 706
DEFERRED CREDITS
  Accumulated deferred income taxes                  13 035          12 639
  Unamortized investment tax credits                  1 963           2 035
  Yankee Atomic power contract                        7 050           8 163
  Other                                               7 498           8 355
                                                     29 546          31 192
COMMITMENTS AND CONTINGENCIES

                                                   $137 873        $137 709

                            See accompanying notes.
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

             CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

        FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)



                                    Three Months Ended     Nine Months Ended
                                      1995      1994        1995      1994
                                             (Dollars in Thousands)

ELECTRIC OPERATING REVENUES          $34 453   $34 658     $95 566   $99 538

OPERATING EXPENSES
  Electricity purchased for
    resale, transmission and fuel     22 049    21 604      62 343    64 238
  Other operation and maintenance      5 984     6 038      18 323    18 137
  Depreciation                         1 038     1 017       3 114     3 051
  Taxes -
    Income                             1 270     1 526       2 042     3 107
    Local property                       793       799       2 310     2 237
    Payroll and other                    195       184         657       609
                                      31 329    31 168      88 789    91 379

OPERATING INCOME                       3 124     3 490       6 777     8 159

OTHER INCOME                             176       120         461       495

INCOME BEFORE INTEREST CHARGES         3 300     3 610       7 238     8 654

INTEREST CHARGES
  Long-term debt                         943       945       2 834     2 842
  Other interest charges                 119        37         432       212
  Allowance for borrowed funds
    used during construction             (33)      (18)        (84)      (23)
                                       1 029       964       3 182     3 031

NET INCOME                             2 271     2 646       4 056     5 623

RETAINED EARNINGS -
  Beginning of period                  7 547     8 061       7 166     7 056
  Dividends on common stock           (1 039)     (694)     (2 443)   (2 666)

RETAINED EARNINGS -
  End of period                      $ 8 779   $10 013     $ 8 779   $10 013








                            See accompanying notes.
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                      CONDENSED STATEMENTS OF CASH FLOWS

             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)



                                                        1995         1994
                                                      (Dollars in Thousands)

OPERATING ACTIVITIES
  Net income                                           $ 4 056     $ 5 623
  Effects of noncash items -
    Depreciation and amortization                        3 244       3 270
    Deferred income taxes and investment tax
      credits, net                                         232       1 137
    Equity earnings from corporate
      joint ventures                                      (830)       (894)
  Dividends from corporate joint ventures                  575         587
  Change in working capital, exclusive of cash and
    interim financing                                     (387)      1 094
  All other operating items                               (183)     (3 174)
Net cash provided by operating activities                6 707       7 643

INVESTING ACTIVITIES
  Additions to property, plant and equipment
    (exclusive of AFUDC)                                (4 360)     (2 446)
  Allowance for borrowed funds used during
    construction                                           (84)        (23)
  Advances to affiliates                                   -          (125)
Net cash used for investing activities                  (4 444)     (2 594)

FINANCING ACTIVITIES
  Payment of dividends                                  (2 443)     (2 666)
  Payment of short-term borrowings                      (1 675)     (2 000)
  Advances from (payments to) affiliates                 1 975      (1 305)
  Sinking funds payments                                  (162)       (162)
Net cash used for financing activities                  (2 305)     (6 133)

Net decrease in cash                                       (42)     (1 084)
Cash at beginning of period                                376       1 624
Cash at end of period                                  $   334     $   540


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest (net of capitalized amounts)              $ 2 707     $ 2 507
    Income taxes                                       $ 2 057     $ 1 430




                            See accompanying notes.
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

(1) Accounting Policies

    Cambridge Electric Light Company (the Company) is a wholly-owned subsid-
  iary of Commonwealth Energy System.  The parent company is referred to in
  this report as the "System" and together with its subsidiaries is collec-
  tively referred to as "the system."

    The Company's significant accounting policies are described in Note 1 of
  Notes to Financial Statements included in its 1994 Annual Report on          
  Form 10-K filed with the Securities and Exchange Commission.  For interim
  reporting purposes, the Company follows these same basic accounting policies
  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 Company has established various regulatory assets in cases where the
  Massachusetts Department of Public Utilities (DPU) and/or the Federal Energy
  Regulatory Commission (FERC) have permitted or are expected to permit
  recovery of specific costs over time.  Similarly, certain regulatory
  liabilities established by the Company are required to be refunded to its
  customers over time.  In March 1995, the Financial Accounting Standards
  Board issued 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 121).  SFAS 121 imposes stricter criteria
  for regulatory assets by requiring that such assets be probable of future
  recovery at each balance sheet date.  Based on the current regulatory
  framework, the Company accounts for the economic effects of regulation in
  accordance with the provisions of SFAS No. 71, "Accounting for the Effects
  of Certain Types of Regulation" and does not expect that SFAS 121, which the
  Company will adopt on January 1, 1996, will have a material impact on its
  financial position or results of operations.  However, this conclusion may
  change in the future as changes are made in the current regulatory framework
  or as competitive factors influence wholesale and retail pricing in this
  industry.  The principal regulatory assets included in deferred charges at
  September 30, 1995 and December 31, 1994 were as follows:

                                                September 30,  December 31,
                                                    1995           1994    
                                                   (Dollars in Thousands)
    Yankee Atomic unrecovered plant and
      decommissioning costs                        $ 7 050        $ 8 163
    Postretirement benefit costs including
      pensions                                       2 724          2 304
    Other                                              603            763
    Total regulatory assets                        $10 377        $11 230

      The principal regulatory liabilities, reflected in the accompanying
  balance sheets and relating to deferred income taxes were $3.6 million at
  September 30, 1995 and $3.7 million at December 31, 1994.
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

      The unaudited financial statements for the periods ended September 30,
  1995 and 1994 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 presentation used in the
  current period's financial statements.

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

(2)   Commitments and Contingencies

      (a) Construction Program

      The Company is engaged in a continuous construction program presently
  estimated at $33.7 million for the five-year period 1995 through 1999.  
  Approximately $9.3 million of that amount was estimated for 1995.  As of
  September 30, 1995 the Company's actual construction expenditures amounted
  to $4.4 million, including an allowance for funds used during construction. 
  The latest estimate of expenditures for 1995 is approximately $8.1 million.
  The Company expects to finance these expenditures on an interim basis with
  internally generated funds and short-term borrowings which are ultimately
  expected to be repaid with the proceeds from sales of long-term debt and
  equity securities.

      The program is subject to periodic review and revision because of
  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
  environmental regulations.

      (b) Decommissioning of Nuclear Power Plants

          Yankee Atomic Nuclear Power Plant

      In February 1992, the Board of Directors of Yankee Atomic Electric
  Company (Yankee Atomic) agreed to permanently discontinue power operation
  and decommission the Yankee Nuclear Power Station (the Plant).  The Company
  has a 2% ownership interest in Yankee Atomic.  Presently, purchased power
  costs, which include a provision for ultimate decommissioning of the unit,
  are billed to the Company and collected from customers.  The most recent
  cost estimate to permanently shut down the Plant is approximately $350
  million.  The Company's share of this liability is $7.1 million and is
  currently reflected in the accompanying balance sheets as a liability and
  corresponding regulatory asset.  The market value of the Company's share of
  assets in the Plant's decommissioning fund is approximately $2.2 million.

          Other Nuclear Plants

      The Company also has equity ownership interests ranging from 2.5% to
  4.5% in three operating nuclear generating facilities located in New England
<PAGE>
<PAGE 8>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

  with contract expiration dates ranging from 2007 to 2012.  The Company is
  obligated to pay its proportionate share of the capacity and energy costs 
  associated with these units, which include depreciation, operations and
  maintenance, a return on invested capital and the estimated cost of
  decommissioning the plants at the end of their estimated service lives.  The
  Company's estimated total decommissioning cost and associated market value
  share of decommissioning trust assets for these units is approximately $36
  million and $13.3 million, respectively.
<PAGE>
<PAGE 9>

                       CAMBRIDGE ELECTRIC LIGHT 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, 1995 and 1994 and unit sales for these periods is shown below:

                                     Three Months            Nine Months
                                  Ended September 30,     Ended September 30,
                                     1995 and 1994           1995 and 1994   
                                              Increase (Decrease)
                                            (Dollars in Thousands)

Electric Operating Revenues         $  (205)    (0.6)%     $(3 972)    (4.0)%

Operating Expenses
  Electricity purchased for
    resale, transmission and fuel       445      2.1        (1 895)    (2.9)
  Other operation and maintenance       (54)    (0.9)          186      1.0
  Depreciation                           21      2.1            63      2.1
  Taxes -
    Federal and state income           (256)   (16.8)       (1 065)   (34.3)
    Local property and other              5      0.5           121      4.3
                                        161      0.5        (2 590)    (2.8)

Operating Income                       (366)   (10.5)       (1 382)   (16.9)

Other Income                             56     46.7           (34)    (6.9)

Income Before Interest Charges         (310)    (8.6)       (1 416)   (16.4)

Interest Charges                         65      6.7           151      5.0

Net Income                          $  (375)   (14.2)      $(1 567)   (27.9)


Unit Sales (MWH)
  Retail                                632      0.2        13 165      1.3
  Sales for resale                  (17 078)   (32.9)     (153 365)   (61.7)
    Total unit sales                (16 446)    (4.0)     (140 200)   (11.2)


      The following is a summary of unit sales for the periods indicated:

                                         Unit Sales (MWH)                     
                           Three Months                    Nine Months        
Period Ended        Total    Retail   Wholesale   Total     Retail   Wholesale

September 30, 1995  393 049  358 231    34 818   1 115 786  1 020 542   95 244
September 30, 1994  409 495  357 599    51 896   1 255 986  1 007 377  248 609
<PAGE>
<PAGE 10>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

Operating Revenues, Electricity Purchased For Resale, Transmission and Fuel

    Through the nine months ended September 30, 1995, operating revenues
declined approximately $4 million or 4% due primarily to decreases in
wholesale sales, electricity purchased for resale, transmission charges,
conservation and load management (C&LM) charges and fuel costs which reflect
the implementation of a rate refund pursuant to the settlement agreement
discussed below offset, in part, by higher retail unit sales.

    The DPU has granted approval for the Company to recover in revenues
certain current costs associated with the C&LM programs through a Conservation
Charge decimal on a dollar-for-dollar basis.  To the extent that these
expenses increase or decrease from period to period based on customer
participation, a corresponding change will occur in revenues.  Through
September 30, 1995, revenues associated with C&LM charges declined
approximately 67% or $755,000.

    Historically, revenues collected through base rates have been designed to
reimburse the Company for all costs of operation other than fuel, the energy
portion of purchased power, transmission and C&LM costs, and provide a fair
return on capital invested in the business.  However, as a result of a DPU-
mandated recovery mechanism for capacity-related costs associated with certain
long-term purchased power contracts, the Company has experienced a revenue
excess or shortfall when unit sales and/or the costs recoverable in base rates
vary from test-period levels.  This issue, which has had a significant impact
on net income, was addressed in a settlement agreement approved by the DPU in
May 1995. (Refer to the "Rate Settlement Agreement" section for additional
details.)  During the current three-month period, an overcollection of
approximately $1.4 million associated with these capacity-related costs was
deferred pursuant to the settlement agreement.  For the same period in 1994,
revenues included approximately $1.1 million in excess of such capacity-
related costs as a result of the recovery mechanism.  During the current nine-
month period, in accordance with the settlement agreement, a net
overcollection of $787,000 was deferred compared to a $2.6 million
overcollection recognized for the same period in 1994.  There was no net
income impact for the current quarter and nine-month periods due to the
deferral mechanism established in the settlement.  However, for the same
periods in 1994, the overcollections resulted in a $691,000 and $1.6 million
after-tax impact on net income, respectively.

    For the current nine-month period, retail unit sales increased 1.3%
despite a decline in the residential sector that reflects the extremely mild
weather conditions during the first quarter compared to a colder than normal
first quarter in 1994.  Retail unit sales for the third quarter showed a
slight increase and reflect improvements in the residential (2%) and
commercial (1.7%) sectors.  The significant decrease in wholesale sales for
the current quarter (33%) and nine-month period (61.7%) reflects a lower level
of sales to the New England Power Pool (NEPOOL) due to changes in the
Company's capacity needs.  Fluctuations in the level of wholesale sales have
little, if any, impact on net income.

    For the current nine-month period ended September 30, 1995, electricity
purchased for resale, transmission and fuel costs declined by $1.9 million or
2.9% due to scheduled maintenance and other repairs at affiliate Canal
Electric Company's (Canal) Unit 1 which returned to full service in early
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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

August, expiration of a purchase power contract in 1994 and the unscheduled
outage at Maine Yankee.  In contrast, purchased power costs increased by 2.1%
during the third quarter due primarily to higher purchases from NEPOOL.

Other Operation and Maintenance

    Through September 30, 1995, other operation and maintenance expenses
increased slightly and reflected higher labor costs ($621,000) and employee
benefit costs ($332,000) offset, in part, by lower C&LM charges ($755,000).

Depreciation and Taxes

    For the current quarter and nine-month period, depreciation expense
increased 2.1%, respectively, due to higher levels of depreciable plant. 
Federal and state income taxes decreased $256,000 and $1.1 million for the
current quarter and nine-month period, respectively, due to a lower level of
pretax income.  The 4.3% increase in local property and other taxes during the
current nine-month period was due to higher rates and assessments ($73,000)
and an increase in payroll-related taxes ($48,000).

Other Income and Interest Charges

    For the current nine-month period, other income decreased $34,000 due
primarily to the absence of interest income ($79,000) relating to a
Massachusetts sales tax abatement recorded during the first quarter of 1994, a
reduced level of non-operating rental income ($25,000) and the absence in 1995
of interest income ($13,000) from loans to affiliates during 1994.  These
decreases were offset, in part, by the reversal of a reserve which had been
established by the Company in December 1994 which related to a settlement
negotiated with an outside party for certain costs associated with the
Company's C&LM programs ($47,000) and the absence in 1995 of a Massachusetts
sales tax adjustment recorded as a reduction to other income in August 1994
($32,000).

    For the current quarter, other income increased $56,000 due to the absence
of the aforementioned Massachusetts sales tax adjustment and the lower level
of equity earnings and the timing of dividend payments relating to the
Company's equity investment in its nuclear generating units ($25,000).

    Interest charges through September 30, 1995 increased 5% due to a higher
level of short-term borrowings from associated companies and higher interest
rates ($221,000) offset, somewhat, by an increase in the debt component of
allowance for funds used during construction ($60,000) due to a greater level
of construction activity.

    Regulatory Matters

    Electric Industry Restructuring

    On August 16, 1995, the DPU issued an order calling for the restructuring
of the electric utility industry in Massachusetts.  The stated purpose of the
restructuring effort is to allow customers more flexibility in choosing their
electric service provider and to develop an efficient industry structure and
regulatory framework that minimizes long-term costs to consumers while
maintaining the safety and reliability of electric services with minimum
<PAGE>
<PAGE 12>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

impact on the environment.  The electric utility industry will ultimately be
functionally separated into three segments to help meet this objective:
generation, distribution and transmission.  A coalition of state agencies,
businesses, environmental groups and utility companies, including the Company,
worked together sharing ideas and opinions and proposed eighteen principles
for a restructured electric utility industry. The DPU agreed with several of
the coalition's suggestions and, in its order, identified the following seven
principles:

    (1)  provide the broadest possible customer choice;

    (2)  provide all customers with an opportunity to share in the benefits of
         increased competition;

    (3)  ensure full and fair competition in power generation markets;

    (4)  functionally separate generation, transmission and distribution
         services;

    (5)  ensure electric service to all customers, including low-income
         customers;

    (6)  support and further the goals of environmental regulation; and

    (7)  provide incentives for better utility performance.

    Also, five principles to guide the transition from a regulated to a
competitive industry structure were established in the order.  These
principles are:

    (1)  honor existing commitments;

    (2)  separate component costs of electricity on customer bills;

    (3)  seek to provide near-term rate relief;

    (4)  maintain conservation programs; and

    (5)  ensure that the transition is orderly and expeditious while
         minimizing customer confusion.

    In addition, the order cites that utilities should have a reasonable
opportunity to recover stranded costs associated with commitments previously
incurred to provide reliable electric service.

    All utilities are required to submit proposals detailing how they plan to
move into a competitive market structure.  The Company's proposal is due by
August 16, 1996.

    Stranded Investment Charge Approved

    On September 29, 1995, the DPU issued a ruling largely approving four rate
tariffs, including a Customer Transition Charge (CTC), that were filed by the
Company on March 15, 1995.  The CTC will protect remaining customers from
paying certain costs, often referred to as stranded investment costs, that
<PAGE>
<PAGE 13>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

were incurred to provide electric service to large customers that meet certain
usage requirements and remain within the Company's service area but decide to
purchase their power from another source or generate their own power.  These
costs include long-term power contracts entered into to meet projected energy
requirements, investments in substations, underground and overhead lines and
current and future decommissioning costs associated with nuclear plants.  This
ruling is believed to be the first retail stranded cost charge approved
nationally and follows the aforementioned restructuring order which endorsed,
in principle, the recovery of stranded investment costs.

    Through the CTC, the Company will initially recover 75% of net stranded
investment costs as calculated by the Company in its proposal.  The Company's
other rates include the Supplemental Service Rate, the Standby Service Rate
and the Maintenance Service Rate each of which were approved with only minor
changes.  The Company is encouraged by the DPU's position on recovery of
stranded investment costs and expects to address recovery of the remaining 25%
in its restructuring filing.

      Rate Settlement Agreement

    In May 1995, the DPU approved a settlement proposal sponsored jointly by
the Company and the Attorney General of Massachusetts which resolved issues
related to cost of service, rates, accounting matters and generating unit
performance reviews. The Company's agreement:

    (1)  implements a $1.5 million refund to the Company's customers through
         the Fuel Charge during the third and fourth quarters of 1995
         including its share of excess deferred tax reserves related to
         Seabrook Unit 1 refunded in May 1995 to the Company by Canal;

    (2)  allows the Company to defer certain long-term purchased power and
         transmission capacity costs in excess of the amount of such capacity
         costs currently included in the Company's base rates up to an annual
         amount of $2 million for recovery in its next general retail base
         rate case;

    (3)  prohibits the Company from seeking recovery of costs it incurred in
         obtaining cost savings through a work force reduction and
         restructuring, totaling approximately $400,000; and

    (4)  includes the DPU's withdrawal of all related requests, appeals,
         motions or other issues raised by parties regarding certain
         generating unit performance reviews.

    The Company's management is encouraged by the support provided through the
Office of the Attorney General and believes that this settlement will
eliminate the need for potentially costly litigation and regulatory
proceedings and, by moderating rate impacts and enabling the Company to remain
competitive in a changing environment, the settlement is in the best interest
of the Company and its customers.
<PAGE>
<PAGE 14>

                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

             The Company is subject to legal claims and matters arising from
         its course of business.

Item 5.  Other Information

             Effective October 1, 1995, John A. Whalen, formerly the Company's
         Comptroller, was appointed Vice President and General Manager of
         COM/Energy Services Company, an affiliate of the Company.  James D.
         Rappoli, the Company's Financial Vice President and Treasurer,
         assumed Mr. Whalen's former duties as Comptroller.

Item 6.  Exhibits and Reports on Form 8-K

   (a)   Exhibits

         Filed herewith:

         Exhibit 27   Financial Data Schedule for the nine months ended
                      September 30, 1995 (Filed herewith as Exhibit 1).

   (b)   Reports on Form 8-K

         No reports on Form 8-K were filed during the three months ended
         September 30, 1995.
<PAGE>
<PAGE 15>

                       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 thereunto duly authorized.



                                          CAMBRIDGE ELECTRIC LIGHT COMPANY
                                                    (Registrant)


                                          Principal Financial and
                                          Accounting Officer:



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




Date:   November 13, 1995