NEW ISSUE – BOOK-ENTRY-ONLY For Short-Term (2010 Series A only) and Long-Term Ratings, see page i hereof and “Ratings” herein. In the opinion of Edwards Angell Palmer & Dodge LLP, Bond Counsel, based upon an analysis of existing law and assuming, among other matters, compliance with certain covenants, interest on the Bonds is excluded from gross income for federal income tax purposes under the Internal Revenue Code of 1986. Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Under existing law, interest on the Bonds and any profit on the sale of the Bonds are exempt from Massachusetts personal income taxes and the Bonds are exempt from Massachusetts personal property taxes. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Bonds. See Tax Exemption herein. $1,089,975,000 Massachusetts Department of Transportation Metropolitan Highway System Revenue Bonds (Senior) $207,665,000 Variable Rate Demand Obligations 2010 Series A-1 and A-2 Moving Massachusetts Forward. and massDOT $882,310,000 2010 Series B Dated: Date of Delivery Due: January 1, as shown on the inside cover page The Bonds are issuable only as fully-registered bonds, without coupons, initially in the case of the 2010 Series A Bonds, in denominations of $100,000, or any integral multiple of $5,000 in excess of $100,000, and in the case of the 2010 Series B Bonds, in denominations of $5,000 or any integral multiple thereof. The Bonds will be registered initially in book-entry form in the name of Cede & Co., as Bondowner and nominee for The Depository Trust Company (“DTC”), New York, New York. Purchasers will not receive certificates representing their interest in Bonds purchased. See Appendix H – Book-Entry-Only System herein. Details of payment of the Bonds are more fully described in this Official Statement. The 2010 Series A Bonds are variable rate bonds that initially will bear interest at Weekly Interest Rates determined by the Remarketing Agent, as described herein. 2010 Series A Bonds bearing interest at a Weekly Interest Rate may be purchased upon demand of the registered owners thereof provided in the manner described herein. The Bonds are subject to redemption prior to maturity and, in the case of the 2010 Series A Bonds, optional and mandatory tender for purchase prior to maturity and conversion to other interest rate modes, all as more fully described herein. Principal of, and premium, if any, on the Bonds will be payable when due upon surrender thereof at the corporate trust office of The Bank of New York Mellon, as Trustee (the “Trustee”). So long as DTC or its nominee is the Bondowner, principal, premium, if any, and interest payments are to be made by the Trustee directly to DTC as Bondowner. Disbursement of such payments to the DTC Participants (as defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants and the Indirect Participants, as described herein. The Bonds are being issued by the Massachusetts Department of Transportation (“MassDOT” or the “Issuer”), as successor to the Massachusetts Turnpike Authority (the “Authority”), for the purposes described herein under the Metropolitan Highway System Trust Agreement, dated as of September 1, 1997, as amended, including by an Eighth Supplemental Metropolitan Highway System Trust Agreement, dated as of May 1, 2010 (collectively, the “Trust Agreement”), each by and between MassDOT and the Trustee. The Series A-1 Bonds are further secured by a direct pay letter of credit issued by Citibank, N.A. and the Series A-2 Bonds are further secured by a direct pay letter of credit issued by Wells Fargo Bank, National Association, as described herein. The Bonds will constitute special obligations of MassDOT payable solely from and secured solely by a pledge of certain Revenues and funds and accounts established under the Trust Agreement, including amounts payable by the Commonwealth and deposited in the Senior Debt Service Fund, all as described herein. The Issuer has no taxing power. Neither the Commonwealth nor any political subdivision thereof is or shall be obligated to pay the principal and redemption price of and interest on the Bonds and neither the faith and credit nor the taxing power of the Commonwealth or any political subdivision thereof is pledged to such payment. The Bonds are offered when, as and if issued and received by the applicable Underwriters†, subject to the unqualified approval of legality by Edwards Angell Palmer & Dodge LLP, Bond Counsel, Boston, Massachusetts and certain other conditions. Certain legal matters will be passed upon for MassDOT by Greenberg Traurig, LLP, Boston, Massachusetts, Disclosure Counsel to MassDOT, and for the Commonwealth and the Underwriters by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., Boston, Massachusetts, Disclosure Counsel to the Commonwealth and counsel to the Underwriters. Public Financial Management, Inc. has acted as Financial Advisor to MassDOT with respect to the Bonds. Delivery of the 2010 Series A Bonds is not contingent on delivery of the 2010 Series B Bonds and delivery of the 2010 Series B Bonds is not contingent on delivery of the 2010 Series A Bonds. It is expected that the Bonds will be available for delivery at or through DTC, New York, New York on or about May 27, 2010. Citi BofA Merrill Lynch Barclays Capital J.P. Morgan† Fidelity Capital Markets Janney Montgomery Scott Loop Capital Markets, LLC Mesirow Financial, Inc. Siebert Brandford Shank & Co., LLC Wells Fargo Securities May 19, 2010 _________________________ † The 2010 Series A Bonds will be underwritten by J.P. Morgan Securities, Inc., which also serves as sole Remarketing Agent. The 2010 Series B Bonds will be underwritten by all of the Underwriters. $207,665,000 Massachusetts Department of Transportation Metropolitan highway System Revenue Bonds (Senior) Variable Rate Demand Obligations 2010 Series a Dated: Date of Delivery price: 100% Due: January 1, 2037 Subseries: 2010 Series a-1 2010 Series a-2 principal amount: $100,000,000 $107,665,000 Letter of credit provider: citibank, N.a. Wells Fargo Bank, National association Initial Expiration Date of Letter of credit: May 27, 2013 May 27, 2013 Short-Term Ratings VMIG1/a-1/F1+ VMIG1/a-1+/F1+ (Moody’s/S&p/Fitch): Long-Term Ratings aaa/aaa/aa aaa/aaa/aa+ (Moody’s/S&p/Fitch): Long-Term Underlying Ratings a3/a/a+ a3/a/a+ (Moody’s/S&p/Fitch): cUSIp: 57563cBF8 57563cBG6 $882,310,000 Massachusetts Department of Transportation Metropolitan highway System Revenue Bonds (Senior) 2010 Series B Ratings (Moody’s/S&p/Fitch): a3/a/a+ Dated: Date of Delivery Due: January 1, as shown below Maturity amount Rate Yield cUSIp 2011 $ 420,000 2.000% 0.860% 57563CBH4 2012 4,195,000 3.000 1.280 57563CBJ0 2012 28,705,000 4.000 1.280 57563CBK7 2013 2,650,000 3.000 1.750 57563CBL5 2013 4,540,000 4.000 1.750 57563CBM3 2013 28,290,000 5.000 1.750 57563CBN1 2014 1,185,000 3.000 2.200 57563CBP6 2014 36,605,000 5.000 2.200 57563CBQ4 2015 59,590,000 5.000 2.610 57563CBR2 2016 1,630,000 4.000 3.000 57563CBS0 2016 25,805,000 5.000 3.000 57563CBT8 2017 1,195,000 4.000 3.270 57563CBU5 2017 26,840,000 5.000 3.270 57563CBV3 2018 835,000 4.000 3.460 57563CBW1 2018 27,765,000 5.000 3.460 57563CBX9 2019 660,000 4.000 3.650 57563CBY7 2019 28,190,000 5.000 3.650 57563CBZ4 2020 9,925,000 5.000 3.790 57563CCA8 2021 1,690,000 4.000 3.900* 57563CCB6 2021 15,385,000 5.000 3.900* 57563CCC4 2022 19,360,000 5.000 4.040* 57563CCD2 2023 26,250,000 5.000 4.140* 57563CCE0 2024 19,570,000 5.000 4.220* 57563CCF7 2025 21,690,000 5.000 4.300* 57563CCG5 2026 58,610,000 5.000 4.380* 57563CCH3 2027 4,355,000 4.375 4.460 57563CCJ9 2027 57,730,000 5.000 4.460* 57563CCK6 2029 4,000,000 4.500 4.600 57563CCL4 2029 9,510,000 5.000 4.600* 57563CCM2 $167,235,000 5.000% Term Bonds Due January 1, 2032 to Yield 4.710%* CUSIP 57563CCN0 $173,440,000 5.000% Term Bonds Due January 1, 2037 to Yield 4.810%* CUSIP 57563CCQ3 $14,460,000 4.750% Term Bonds Due January 1, 2037 to Yield 4.810% CUSIP 57563CCP5 * Yield to first call date of January 1, 2020. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. The information set forth herein has been obtained from MassDOT, the Bank and other sources which are believed to be reliable, but, as to information from other than MassDOT, it is not to be construed as a representation by MassDOT or the Underwriters. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of MassDOT since the date hereof, except as expressly set forth herein.