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               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 June 30, 1999

                                      OR

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

       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               August 1, 1999
        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-Q 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

                      JUNE 30, 1999 AND DECEMBER 31, 1998

                                    ASSETS

                            (Dollars in thousands)



                                                    June 30,     December 31,
                                                     1999            1998
                                                  (Unaudited)

PROPERTY, PLANT AND EQUIPMENT, at original cost    $142,455        $140,642
  Less - Accumulated depreciation                    48,874          47,179
                                                     93,581          93,463
  Add - Construction work in progress                 1,056             937
                                                     94,637          94,400

INVESTMENTS
  Equity in nuclear electric power companies         10,074           9,906
  Other                                                   5               5
                                                     10,079           9,911

LONG-TERM RECEIVABLE - AFFILIATE                     36,077          35,441

CURRENT ASSETS
  Cash                                                1,466             778
  Advances to affiliates                                -            27,450
  Accounts receivable
    Affiliates                                          303           1,729
    Customers                                        11,515          10,774
  Unbilled revenues                                      71           1,577
  Prepaid taxes                                       1,674           1,410
  Inventories and other                               1,479           1,076
                                                     16,508          44,794

DEFERRED CHARGES
  Regulatory assets                                  61,960          70,372
  Other                                                 144           2,012
                                                     62,104          72,384

                                                   $219,405        $256,930




                            See accompanying notes.

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                           CONDENSED BALANCE SHEETS

                      JUNE 30, 1999 AND DECEMBER 31, 1998

                        CAPITALIZATION AND LIABILITIES

                            (Dollars in thousands)


                                                    June 30,     December 31,
                                                      1999           1998
                                                  (Unaudited)
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                                12,246          16,182
                                                     48,864          52,800
  Long-term debt, including premiums, less
    maturing debt and current sinking fund
    requirements                                      7,201           7,301
                                                     56,065          60,101
CURRENT LIABILITIES
  Interim Financing -
    Notes payable to banks                            1,600             -
    Advances from affiliates                          2,400             -
    Maturing long-term debt                             -            10,000
                                                      4,000          10,000

  Other Current Liabilities -
    Current sinking fund requirements                   100             100
    Accounts payable
      Affiliates                                      4,309          23,257
      Other                                           6,700           8,328
    Other                                             7,208           9,406
                                                     18,317          41,091
                                                     22,317          51,091
DEFERRED CREDITS
  Accumulated deferred income taxes                  15,210          15,328
  Regulatory liabilities                             63,754          65,124
  Purchased power contracts                          53,993          57,465
  Unamortized investment tax credits and other        8,066           7,821
                                                    141,023         145,738

COMMITMENTS AND CONTINGENCIES

                                                   $219,405        $256,930



                            See accompanying notes.

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

             CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS

           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                            (Dollars in thousands)
                                  (Unaudited)



                                    Three Months Ended     Six Months Ended
                                      1999      1998        1999      1998

ELECTRIC OPERATING REVENUES          $26,977   $27,155     $54,349   $54,726

OPERATING EXPENSES
  Electricity purchased for resale,
    transmission and fuel             20,984    15,755      40,121    30,781
  Other operation and maintenance      3,004     6,272       9,187    11,400
  Depreciation                           990     2,129       1,822     3,630
  Taxes -
    Income                               179       940          30     2,781
    Local property                       633       760       1,266     1,525
    Payroll and other                    143       181         303       384
                                      25,933    26,037      52,729    50,501

OPERATING INCOME                       1,044     1,118       1,620     4,225

OTHER INCOME                             377       344         772       749

INCOME BEFORE INTEREST CHARGES         1,421     1,462       2,392     4,974

INTEREST CHARGES
  Long-term debt                         155       361         447       722
  Other interest charges                 884       446       1,635       888
                                       1,039       807       2,082     1,610

NET INCOME                               382       655         310     3,364

RETAINED EARNINGS -
  Beginning of period                 11,864    14,316      16,182    11,607
  Dividends on common stock              -      (2,599)     (4,246)   (2,599)

RETAINED EARNINGS -
  End of period                      $12,246   $12,372     $12,246   $12,372










                            See accompanying notes.

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                      CONDENSED STATEMENTS OF CASH FLOWS

                FOR THE SIX MONTHS ENDED JUNE 30, 1999 AND 1998

                            (Dollars in thousands)
                                  (Unaudited)



                                                         1999        1998

OPERATING ACTIVITIES
  Net income                                           $   310     $ 3,364
  Effects of noncash items -
    Depreciation and amortization                        1,911       3,882
    Deferred income taxes and investment tax
      credits, net                                         799         392
    Earnings from corporate joint ventures                (348)       (564)
  Dividends from corporate joint ventures                  180          38
  Change in working capital, exclusive of cash,
    advances to affiliates and interim financing       (21,250)      4,473
  Transition costs deferral                              5,988      (6,322)
  All other operating items                             (1,628)        161
Net cash provided by (used for) operating activities   (14,038)      5,424

INVESTING ACTIVITIES
  Payments from affiliates                              27,450         -
  Additions to property, plant and equipment
    (inclusive of AFUDC)                                (2,378)     (3,773)
Net cash provided by (used for) investing activities    25,072      (3,773)

FINANCING ACTIVITIES
  Payment of dividends                                  (4,246)     (2,599)
  Retirement of long-term debt                         (10,000)        -
  Proceeds from short-term borrowings                    1,600      10,750
  Proceeds from (payments to) affiliates                 2,400      (9,755)
  Sinking funds payments                                  (100)       (100)
Net cash used for financing activities                 (10,346)     (1,704)

Net increase (decrease) in cash                            688         (53)
Cash at beginning of period                                778         521
Cash at end of period                                  $ 1,466     $   468


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
  Cash paid during the period for:
    Interest (net of capitalized amounts)              $   729     $ 1,552
    Income taxes                                       $   981     $ 1,277




                            See accompanying notes.

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                    NOTES TO CONDENSED FINANCIAL STATEMENTS

(1)   General Information

      Cambridge Electric Light Company (the Company) is a wholly-owned subsid-
  iary of Commonwealth Energy System (the Parent).  The Parent, together with
  its subsidiaries, is collectively referred to as "COM/Energy."  The Parent
  is an exempt public utility holding company under the provisions of the
  Public Utility Holding Company Act of 1935 and, in addition to its
  investment in the Company, has interests in other utility and several
  nonregulated companies.  In December 1998, the Parent signed an Agreement
  and Plan of Merger with BEC Energy, the parent company of Boston Edison
  Company, that will create an energy delivery company, that includes the
  Company, serving approximately 1.3 million customers located entirely within
  Massachusetts including more than one million electric customers in 81
  communities and 240,000 gas customers in 51 communities.

      The Company has 101 regular employees including 76 (75%) represented by
  a collective bargaining unit with a contract that expires on March 1, 2001.
  Employee relations have generally been satisfactory.

      In response to the significant changes that have taken place in the
  utility industry, the Company sold substantially all of its generating
  assets in 1998 to focus on the transmission and distribution of energy and
  related services (see Note 2(c)).

(2)   Significant Accounting Policies

      (a) Principles of Accounting

      The Company's significant accounting policies are described in Note 2 of
  Notes to Financial Statements included in its 1998 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 unaudited financial statements for the periods ended June 30, 1999
  and 1998 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.

      Income tax expense is recorded using the statutory rates in effect
  applied to book income subject to tax recorded in the interim period.

      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.

      (b) Regulatory Assets and Liabilities

      The Company is regulated as to rates, accounting and other matters by

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

  various authorities including the Federal Energy Regulatory Commission
  (FERC) and the Massachusetts Department of Telecommunications and Energy
  (DTE).

      Based on the current regulatory framework, the Company accounts for the
  economic effects of regulation in accordance with the provisions of
  Statement of Financial Accounting Standards (SFAS) No. 71, "Accounting for
  the Effects of Certain Types of Regulation."  The Company has established
  various regulatory assets in cases where the DTE and/or the FERC have
  permitted or are expected to permit recovery of specific costs over time.
  Similarly, the regulatory liabilities established by the Company are
  required to be refunded to customers over time.  In the event the criteria
  for applying SFAS No. 71 are no longer met, the accounting impact would be
  an extraordinary, noncash charge to operations of an amount that could be
  material.  Criteria that give rise to the discontinuance of SFAS No. 71
  include: 1) increasing competition that restricts the Company's ability to
  establish prices to recover specific costs, and 2) a significant change in
  the current manner in which rates are set by regulators from cost-based
  regulation to another form of regulation.  These criteria are reviewed on a
  regular basis to ensure the continuing application of SFAS No. 71 is
  appropriate.  Based on the current evaluation of the various factors and
  conditions that are expected to impact future cost recovery, the Company
  believes that its regulatory assets including those related to generation,
  are probable of future recovery.

      As a result of electric industry restructuring, the Company discontinued
  application of accounting principles applied to its investment in electric
  generation facilities effective March 1, 1998.  The Company will not be
  required to write-off any of its generation-related assets including
  regulatory assets.  These assets will be retained on the Company's Balance
  Sheets because the legislation and DTE's plan for a restructured electric
  industry specifically provide for their recovery through a non-bypassable
  transition charge.

      The principal regulatory assets included in deferred charges were as
  follows:
                                                    June 30,     December 31,
                                                      1999          1998
                                                    (Dollars in thousands)
        Maine Yankee unrecovered plant
            and decommissioning costs               $29,382        $30,646
        Connecticut Yankee unrecovered plant
            and decommissioning costs                23,496         25,185
        Yankee Atomic unrecovered plant
            and decommissioning costs                 1,115          1,634
        Transition costs                              3,893          9,149
        Postretirement benefits costs                 3,204          3,120
        Other                                           870            638
                                                    $61,960        $70,372

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

      The regulatory liabilities, reflected in the accompanying Condensed
  Balance Sheets, were as follows:
                                                    June 30,     December 31,
                                                      1999          1998
                                                    (Dollars in thousands)
    Regulatory liability related to
      sale of generating assets                     $59,000        $61,040
    Deferred income taxes                             2,345          2,402
    Demand-side management deferral                   2,409          1,682
                                                    $63,754        $65,124

      The regulatory liability related to the sale of generating assets was
  established pursuant to the Company's divestiture filing that was approved
  by the DTE in which the Company agreed to use the net proceeds from the sale
  of its generating assets and its share of the net proceeds from affiliate
  Canal Electric Company's (Canal Electric) sale of generating assets to
  reduce transition costs that are billed to its retail electric customers
  over the next several years as a result of electric industry restructuring.
  COM/Energy established Energy Investment Services, Inc. (EIS) as the vehicle
  to invest the Company's share of the net proceeds from the sale of Canal
  Electric's generating assets.  These proceeds have been invested in a
  conservative portfolio of securities that is designed to maintain principal
  and earn a reasonable return.  Both the principal amount and income earned
  will be used to reduce the transition costs that would otherwise be billed
  to customers of the Company and affiliate Commonwealth Electric Company
  (Commonwealth Electric).  The Company's share of the net proceeds from the
  sale of Canal Electric's generating assets has been classified as a long-
  term receivable - affiliate on the accompanying Condensed Balance Sheets.

      The Company's regulatory assets, including the costs associated with
  existing power contracts with three Yankee nuclear power plants that have
  shut down permanently, and all of its regulatory liabilities are reflected
  in rates charged to customers.  Regulatory assets are to be recovered over
  the next eleven years pursuant to the legislation discussed below.  However,
  the Company received approximately $6.3 million from EIS in July 1999 which
  will reduce the amount of regulatory assets to be recovered in the future.

      In November 1997, the Commonwealth of Massachusetts enacted a comprehen-
  sive electric utility industry restructuring bill.  On November 19, 1997,
  the Company, together with affiliates Commonwealth Electric and Canal
  Electric, filed a restructuring plan with the DTE.  The plan, approved by
  the DTE on February 27, 1998, provides that the Company and Commonwealth
  Electric, beginning March 1, 1998, initiate a ten percent rate reduction for
  all customer classes and allow customers to choose their energy supplier.
  As part of the plan, the DTE authorized the recovery of certain strandable
  costs and provides that certain future costs may be deferred to achieve or
  maintain the rate reduction that the restructuring bill mandates.  The
  legislation gives the DTE the authority to determine the amount of
  strandable costs that is eligible for recovery.  Costs that qualify as
  strandable costs and are eligible for recovery include, but are not limited
  to, certain above market costs associated with generating facilities, costs
  associated with long-term commitments to purchase power at above market
  prices from independent power producers and regulatory assets and associated
  liabilities related to the generation portion of the electric business.

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

  (c)  Divestiture of Generation Assets

      The cost of transitioning to competition will be mitigated, in part, by
  the sale of COM/Energy's non-nuclear generating assets.  On May 27, 1998,
  COM/Energy agreed to sell substantially all of its non-nuclear generating
  assets (984 MW) to affiliates of The Southern Company of Atlanta, Georgia.
  The sale was conducted through an auction process that was outlined in a
  restructuring plan filed with the DTE in November 1997 in conjunction with
  the state's industry restructuring legislation enacted in 1997.  The sale
  was approved by the DTE on October 30, 1998 and by the FERC on November 12,
  1998.  Proceeds from the sale of the Company's Kendall Station generating
  assets, after construction-related adjustments at the closing that occurred
  on December 30, 1998, amounted to approximately $58.2 million or 8.2 times
  their book value of approximately $7.1 million.  The proceeds from the sale,
  net of book value and transaction costs amounted to $49.3 million and will
  be used to reduce transition costs related to electric industry
  restructuring that otherwise would have been collected through a non-
  bypassable transition charge.  No gain was recorded on the sale of these
  generating assets because the Company is obligated to reduce its transition
  costs by the net proceeds of the sale.  The Company has determined that this
  transaction was not a taxable event because it provided no economic benefit
  to the Company.

(3)   Commitments and Contingencies

      (a) Construction Program

      The Company is engaged in a continuous construction program presently
  estimated at $59.2 million for the five-year period 1999 through 2003.  Of
  that amount, $7.8 million is estimated for 1999.  As of June 30, 1999, the
  Company's actual construction expenditures amounted to approximately $2.4
  million including an allowance for funds used during construction.  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 the issuance of long-term debt
  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, availability and cost of capital and environmental
  factors.


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                       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 six months ended June
30, 1999 and 1998 and unit sales for these periods is shown below:

                                      Three Months            Six Months
                                     Ended June 30,          Ended June 30,
                                     1999 and 1998           1999 and 1998
                                              Increase (Decrease)
                                            (Dollars in thousands)

Electric Operating Revenues        $  (178)   (0.7)%      $  (377)   (0.7)%

Operating Expenses -
  Electricity purchased for
    resale, transmission and fuel    5,229     33.2         9,340      30.3
  Other operation and maintenance   (3,268)   (52.1)       (2,213)    (19.4)
  Depreciation                      (1,139)   (53.5)       (1,808)    (49.8)
  Taxes -
    Federal and state income          (761)   (81.0)       (2,751)    (98.9)
    Local property and other          (165)   (17.5)         (340)    (17.8)
                                      (104)    (0.4)        2,228       4.4

Operating Income                       (74)    (6.6)       (2,605)    (61.7)

Other Income                            33      9.6            23       3.1

Income Before Interest Charges         (41)    (2.8)       (2,582)    (51.9)

Interest Charges                       232     28.7           472      29.3

Net Income                         $  (273)   (41.7)      $(3,054)    (90.8)


Unit Sales (MWH)
  Retail                           (15,545)    (4.8)       (7,997)     (1.2)
  Wholesale                        (15,352)   (45.2)      (21,360)    (23.1)
    Total unit sales               (30,897)    (8.7)      (29,357)     (4.0)


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

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

June 30, 1999    326,262  307,664    18,598     706,699  635,516    71,183
June 30, 1998    357,159  323,209    33,950     736,056  643,513    92,543

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

Operating Revenues, Electricity Purchased For Resale, Transmission and Fuel

    Operating revenues for the first six months of 1999 decreased $377,000
(0.7%) due to a decrease in fuel costs ($1.4 million) as well as rate
reductions resulting from electric industry restructuring legislation.  Also
contributing to this decrease was a 1.2% decrease in retail unit sales.
Somewhat offsetting the impact of these items were increases in electricity
purchased for resale ($9.5 million) and transmission charges ($1.4 million).
During the second quarter, operating revenues decreased $178,000 (0.7%) due to
lower fuel costs ($1.1 million) and the aforementioned rate reductions,
offset, somewhat by increases in electricity purchased for resale ($4.1
million) and transmission charges ($2.1 million).  The significant increase in
electricity purchased for resale during both current periods reflects the
absence of power previously available from the Company's Kendall Station
facility which was sold on December 30, 1998 (see Note 2(c)).  As a result of
industry restructuring, the Company has unbundled its rates and provided
customers with a ten percent rate reduction as of March 1, 1998 that was
increased to 16% effective January 1, 1999 in conjunction with the Company's
restructuring plan as approved by the DTE.

    This legislation also provides customers with the opportunity to purchase
generation supply in the competitive market.  Unbundled delivery rates are
composed of a customer charge (to collect metering and billing costs), a
distribution charge (to collect the costs of delivering electricity), a
transition charge (to collect past costs for investments in generating plants
and costs related to power contracts), a transmission charge (to collect the
costs of moving the electricity over high voltage lines from a generating
plant), an energy conservation charge (to collect costs for demand-side
management programs) and a renewable energy charge (to collect the cost to
support the development and promotion of renewable energy projects).
Electricity supply services provided by the Company include optional standard
offer service and default service.  Standard offer service is the electricity
that is supplied by a local distribution company (such as the Company) until a
competitive supplier is chosen by the customer.  It is designed as a seven-
year transitional service to give the customer time to learn about competitive
power suppliers.  The price of standard offer service will increase over time.
Default service is the electricity that is supplied by the local distribution
company when a customer is not receiving power from either standard offer
service or a competitive power supplier.  The market price for default service
will fluctuate based on the average market price for power.  Amounts collected
through these various charges will be reconciled to actual expenditures on an
on-going basis.  Currently, 74.9% of retail electric customers receive
standard offer service and 25.1% of retail customers receive default service.
For further information on electric industry restructuring, refer to the
Company's 1998 Annual Report on Form 10-K.

    The decrease in total unit sales for both current periods reflects
decreases in retail sales as sales to commercial and industrial customers
declined, and also includes for both periods a decrease in wholesale sales due
primarily to a lower level of sales to ISO - New England.

Operating Expenses

    For the current quarter and first half of 1999, operation and maintenance
decreased $3.3 million (52.1%) and $2.2 million (19.4%), respectively, due

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

primarily to lower operating costs as a result of the sale of the Kendall
Station facility on December 30, 1998 and lower maintenance costs ($234,000
and $391,000, respectively) also related to the sale of Kendall Station.  Also
contributing to the decrease in both the current quarter and first half of
1999 were lower insurance and benefits costs ($144,000 and $132,000,
respectively).  Depreciation expense decreased in both current periods
reflecting the sale of the Kendall Station facility and the absence of
adjustments to depreciation recorded in 1998 pursuant to the electric industry
restructuring legislation.  The decreases in federal and state income taxes
was due to a lower level of pre-tax income.  During both current periods the
decrease in local property and other taxes reflects lower property tax expense
($126,000 and $259,000, respectively), and lower payroll and other taxes due
to a decrease in the number of employees, both of which reflect the impact of
the asset sale.

Interest Charges

    Interest charges for the current three and six-month periods increased
$232,000 (28.7%) and $472,000 (29.3%), respectively due to increases in other
interest ($438,000 and $747,000, respectively) that include interest on
amounts deferred in conjunction with the Company's restructuring plan as
approved by the DTE. This increase was offset in part by lower long-term
interest costs ($206,000 and $275,000) due to the repayment of a $10 million
(8.04%) debt issue during the first quarter of 1999 and by the significantly
lower interest on short-term borrowings due to a lower average level of short-
term borrowings during the current periods.

Merger with BEC Energy

    The electric utility industry has continued to change in response to
legislative and regulatory mandates that are aimed at lowering prices for
energy by creating a more competitive marketplace.  These pressures have
resulted in an increasing trend in the electric industry to seek competitive
advantages and other benefits through business combinations.  On December 5,
1998, COM/Energy and BEC Energy (BEC), headquartered in Boston, Massachusetts,
entered into an Agreement and Plan of Merger (the Merger Agreement).  Pursuant
to the Merger Agreement, COM/Energy and BEC will be merged into a new holding
company to be known as NSTAR.  The merger will create an energy delivery
company serving approximately 1.3 million customers located entirely within
Massachusetts, including more than one million electric customers in 81
communities and 240,000 gas customers in 51 communities.  The merger is
expected to occur shortly after the satisfaction of certain conditions,
including the receipt of the required approvals.  On June 24, 1999, common
shareholders of COM/Energy and BEC approved the merger.  On June 30, 1999, the
FERC approved the merger.  On July 27, 1999, the DTE approved the rate plan
filed by the utility subsidiaries of the two companies that is an integral
part of the merger.  On August 16, 1999, the Massachusetts Attorney General's
Office and a group of four intervenors filed appeals of the DTE's rate plan
order with the Massachusetts Supreme Judicial Court.  The significant elements
of the rate plan include a four-year distribution rate freeze for each of the
NSTAR retail utility subsidiaries and the recovery of all merger-related costs
including an acquisition premium of approximately $516 million.  On August 11,
1999, the Nuclear Regulatory Commission approved the transfer of control of
Canal Electric's interest in the Seabrook nuclear generating plant from

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

COM/Energy to NSTAR.  The remaining merger approval from the Securities and
Exchange Commission is expected to be issued in August.

    The Merger Agreement may be terminated under certain circumstances,
including by any party if the merger is not consummated by December 5, 1999,
subject to an automatic extension of six months if the requisite regulatory
approvals have not yet been obtained by such date.  The merger will be
accounted for as an acquisition of COM/Energy by BEC using the purchase method
of accounting.

    Upon effectiveness of the merger, Thomas J. May, BEC's current Chairman,
President and Chief Executive Officer (CEO), will become the Chairman and CEO
of NSTAR.  Russell D. Wright, COM/Energy's current President and CEO, will
become the President and Chief Operating Officer of NSTAR and will serve on
NSTAR's board of trustees. Also, upon effectiveness of the merger, NSTAR's
board of trustees will consist of the Parent's and BEC's current trustees.

Year 2000

    The Year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year.  Any computer
program that has date sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000.  This could result in a temporary
inability to process transactions or engage in normal business activities.
COM/Energy has been involved in Year 2000 compliancy since 1996.

    COM/Energy, on a coordinated basis and with the assistance of RCG Informa-
tion Technologies and other consultants, is addressing the Year 2000 issue.
COM/Energy has followed a five-phase process in its Year 2000 compliance
efforts, as follows: Awareness (through a series of internal announcements to
employees and through contacts with vendors); Inventory (all computers,
applications and embedded systems that could potentially be affected by the
Year 2000 problem); Assessment (all applications or components and the impact
on overall business operations and a plan to correct deficiencies and the cost
to do so); Remediation (the modification, upgrade or replacement of deficient
hardware and software applications and infrastructure modifications); and
Testing (a detailed, comprehensive testing program for the modified critical
component, system or software that involves the planning, execution and
analysis of results).

    COM/Energy's inventory phase required an assessment of all date sensitive
information and transaction processing computer systems and determined that
approximately 90% of its software systems needed some modifications or
replacement.  Plans were developed, implemented, and all of these systems have
been modified, upgraded or replaced.  COM/Energy is currently at a 98%
completion level in its five-phase process for all systems, with completion of
the last stages of its extensive testing process for the final six systems
expected by September 30, 1999.

    COM/Energy has also inventoried its non-information technology systems
that may be date sensitive (facilities, electric and gas operations, energy
supply/production and distribution) that use embedded technology such as
micro-controllers and micro-processors.  COM/Energy has completed its assess-
ment of these non-information technology systems and determined that 20% of
these systems required remediation or replacement.  COM/Energy has reported to
the North American Electric Reliability Council (NERC) that it met the NERC
target date of June 30, 1999 for 100% readiness of all its mission critical

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

components required for the continued safe and reliable delivery of electrici-
ty into the Year 2000.  COM/Energy's gas and other operations are also at a
100% completion level for all mission critical issues regarding Year 2000
readiness.  Overall, the non-information technology systems are at a 99%
completion level, with the final items scheduled for completion by August 31,
1999.

    Modifying and testing COM/Energy's information and transaction processing
systems from 1996 through 2000 is currently expected to cost approximately
$10.2 million, including approximately $900,000, $3.1 million and $3.2 million
incurred through 1997, 1998 and the first half of 1999, respectively.
Approximately $3 million is expected to be spent during the remainder of 1999
and in 2000.  Year 2000 costs have been expensed as incurred and will continue
to be funded from operations.

    In addition to its internal efforts, COM/Energy has initiated formal
communications with its significant suppliers to determine the extent to which
COM/Energy may be vulnerable to its suppliers' failure to correct their own
Year 2000 issues.  COM/Energy has ranked its vendors in terms of importance,
and as of June 30, 1999 has received adequate responses from 100% of its
"critical" and "high" rated vendors.  Failure of COM/Energy's significant
suppliers to address Year 2000 issues could have a material adverse effect on
COM/Energy's operations, although it is not possible at this time to quantify
the amount of business that might be lost or the costs that could be incurred
by COM/Energy.  Contact with all other vendors is continuing and inadequate
responses are being pursued by COM/Energy.  COM/Energy is prepared to replace
certain suppliers or to initiate other contingency plans for any vendor not
responding to COM/Energy's satisfaction.

    In addition, parts of the global infrastructure, including national
banking systems, electrical power grids, gas pipelines, transportation
facilities, communications and governmental activities, may not be fully
functional after 1999.  Infrastructure failures could significantly reduce
COM/Energy's ability to acquire energy and its ability to serve its customers
as effectively as they are now being served.  COM/Energy has identified the
elements of the infrastructure that are critical to its operations and has
requested and obtained information as to the expected Year 2000 readiness of
these elements.

    COM/Energy has completed the development of its Year 2000 contingency
plans for all operational areas that may be effected by Year 2000 issues.
COM/Energy's gas and electric operations currently have emergency operating
plans, as well as information technology disaster recovery plans, as compo-
nents of their standard operating procedures.  These plans have been enhanced,
identifying potential Year 2000 risks to normal operations and the appropriate
response to these potential failures.  These plans also include actions to be
taken in the event of third party and infrastructure failures with regard to
the Year 2000 event, although in certain cases, there may be no practical
alternative course of action available to COM/Energy.  The implementation of
the contingency plans will continue throughout the remainder of 1999.

    COM/Energy is working with other energy industry entities, both regionally
and nationally, with respect to Year 2000 readiness and is cooperating in the
development of local and wide-scale contingency planning.


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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

    While COM/Energy believes its efforts to address the Year 2000 issue will
allow it to be successful in avoiding any material adverse effect on
COM/Energy's operations or financial condition, it recognizes that failing to
resolve Year 2000 issues on a timely basis would, in a "most reasonably likely
worst case scenario," significantly limit its ability to acquire and distrib-
ute energy and process its daily business transactions for a period of time,
especially if such failure is coupled with third party or infrastructure
failures.  Similarly, COM/Energy could be significantly effected by the
failure of one or more significant suppliers, customers or components of the
infrastructure to conduct their respective operations after 1999.  Adverse
affects on COM/Energy could include, among other things, business disruption,
increased costs, loss of business and other similar risks.

    The foregoing discussion regarding Year 2000 project timing, effective-
ness, implementation and costs includes forward-looking statements that are
based on management's current evaluation using available information.  Factors
that might cause material changes include,but are not limited to, the avail-
ability of key Year 2000 personnel, the readiness of third parties, and
COM/Energy's ability to respond to unforeseen Year 2000 complications.

New Accounting Principles

    In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."  SFAS No.
133 establishes accounting and reporting standards requiring that every deri-
vative instrument (including certain derivative instruments embedded in other
contracts possibly including fixed-price fuel supply and power contracts) be
recorded on the balance sheet as either an asset or liability measured at its
fair value.  SFAS No. 133 requires that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting criteria
are met.  Special accounting for qualifying hedges allows a derivative's gains
and losses to offset related results on the hedged item in the income
statement, and requires that a company must formally document, designate and
assess the effectiveness of transactions that receive hedge accounting.

    SFAS No. 133 is effective for fiscal years beginning after June 15, 2000
and may be implemented as of the beginning of any fiscal quarter after
issuance but cannot be applied retroactively.  SFAS No. 133 must be applied to
derivative instruments and certain derivative instruments embedded in hybrid
contracts that were issued, acquired or substantively modified after December
31, 1997 and, at the Company's election, before January 1, 1998.

    The adoption of SFAS No. 133 is not expected to have a material impact on
the Company's results of operations or financial condition.

Forward-Looking Statements

    This discussion contains statements which, to the extent it is not a
recitation of historical fact, constitute "forward-looking statements" and is
intended to be subject to the safe harbor protection provided by the Private
Securities Litigation Reform Act of 1995.  A number of important factors
affecting the Company's business and financial results could cause actual
results to differ materially from those stated in the forward-looking state-
ments.  Those factors include developments in the legislative, regulatory and
competitive environment, certain environmental matters, demands for capital
expenditures and the availability of cash from various sources.

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

         The Company was an intervenor in an appeal at the Massachusetts
         Supreme Judicial Court (SJC) filed by the Massachusetts Institute of
         Technology (MIT) involving a DTE decision approving a customer
         transition charge (CTC) for the recovery of stranded investment
         costs.  By its terms, the CTC was terminated on March 1, 1998,
         coincident with the retail access date established by the
         Massachusetts Legislature in the Electric Industry Restructuring
         Act.  On September 18, 1997, the SJC remanded the CTC matter to the
         DTE for further consideration.  The SJC stated that, although
         recovery of prudent and verifiable stranded costs by utility
         companies is in the public interest and consistent with the Public
         Utility Regulatory Policies Act, the insufficiencies of the DTE's
         subsidiary findings precluded the SJC from undertaking a meaningful
         review of the DTE's calculations that formed the basis of the CTC.
         The DTE is in the process of determining whether to hear additional
         evidence in the remand or to rely on the record and pleadings
         already filed.  At this time, management is unable to predict the
         ultimate outcome of this proceeding.

Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

   (a)   Exhibits

         Exhibit 27 - Financial Data Schedule.

         Filed herewith as Exhibit 1 is the Financial Data Schedule for the
         six months ended June 30, 1999.

         Filed herewith as Exhibit 2 is the restated Financial Data Schedule
         for the year ended December 31, 1998.

   (b)   Reports on Form 8-K

         None

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                       CAMBRIDGE ELECTRIC LIGHT COMPANY

                                  SIGNATURES


   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:   August 16, 1999