UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
   Washington, D.C.  20549

          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, 1999
                                 OR

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

    For the transition period _________________ to ___________________

    Commission File Number                                1-5366



                 EASTERN UTILITIES ASSOCIATES
       (Exact name of registrant as specified in its charter)


          Massachusetts                                 04-1271872
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                  Identification No.)


      One Liberty Square, Boston, Massachusetts
      (Address of principal executive offices)
            02109
         (Zip Code)

        (617)357-9590
 (Registrant's telephone number including area code)


    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 practical date.
              Class                          Outstanding at October 31, 1999
        Common Shares, $5 par value          20,435,997 shares

<TABLE>
PART I - FINANCIAL INFORMATION
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)

Item 1. Financial Statements
<CAPTION>

                                                  September 30,   December 31,
ASSETS                                               1999            1998
<S>                                                  <C>            <C>

Utility Plant and Other Investments:
   Utility Plant in Service                     $   927,473     $ 1,000,243
   Less:  Accumulated Provision for Depreciation
              and Amortization                      331,658         353,780
   Net Utility Plant in Service                     595,815         646,463
   Construction Work in Progress                     12,206           5,151
        Net Utility Plant                           608,021         651,614
   Investments in Jointly Owned Companies            66,201          69,485
   Non-Utility Plant - Net                           47,410          55,274
        Total Plant and Other Investments           721,632         776,373
Current Assets:
   Cash and Temporary Cash Investments                2,521          32,090
   Accounts Receivable, Net                          96,802          95,267
   Notes Receivable                                  22,651          27,078
   Fuel, Materials and Supplies                       5,120          13,434
   Other Current Assets                               5,393           8,448
        Total Current Assets                        132,487         176,317
Deferred Debits and Other Non-Current Assets        626,910         349,948
        Total Assets                            $ 1,481,029     $ 1,302,638
LIABILITIES AND CAPITALIZATION
Capitalization:
   Common Shares, $5 Par Value                  $   102,180     $   102,180
   Other Paid-In Capital                            220,279         218,959
   Common Share Expense                              (3,931)         (3,931)
   Retained Earnings                                 39,479          56,466
        Total Common Equity                         358,007         373,674
   Non-Redeemable Preferred Stock - Net               6,900           6,900
   Redeemable Preferred Stock - Net                  28,268          27,995
   Long-Term Debt - Net                             127,318         310,346
        Total Capitalization                        520,493         718,915
Current Liabilities:
   Long-Term Debt Due Within One Year                62,530          21,911
   Notes Payable                                    117,468          63,574
   Accounts Payable                                  29,318          29,018
   Taxes Accrued                                     14,807          14,208
   Interest Accrued                                   2,934           6,997
   Other Current Liabilities                        144,942          34,908
        Total Current Liabilities                   371,999         170,616
Deferred Credits and Other Non-Current Liabilities  462,986         271,078
Accumulated Deferred Taxes                          125,551         142,029
        Total Liabilities and Capitalization    $ 1,481,029     $ 1,302,638


See accompanying notes to consolidated condensed financial statements.

</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Number of Shares and Per Share Amounts)

<CAPTION>


                                               Three Months Ended           Nine Months Ended
                                                  September 30,               September 30,
                                                1999         1998           1999          1998
<S>                                           <C>            <C>         <C>         <C>

   Operating Revenues                      $   141,723  $   136,033    $   414,043   $   405,385
   Operating Expenses:
      Fuel and Purchased Power                  61,878       52,554        186,770       158,266
      Other Operation and Maintenance           41,855       44,513        121,431       129,660
      Depreciation and Amortization             10,384       13,032         33,845        39,015
      Taxes - Other Than Income                  5,229        6,058         16,459        17,873
      Income Taxes - Current                     5,294        5,336         20,645         7,496
                   - Deferred (Credit)            (380)        (922)        (6,888)        6,590
               Total                           124,260      120,571        372,262       358,900
   Operating Income                             17,463       15,462         41,781        46,485
   Other Income and (Deductions):
   Energy Related Asset Adjustments                                        (24,669)
   Income Tax Impact of Energy
      Related Asset Adjustments                                              8,973
   Other Income - Net                            2,626        3,431          8,744         9,172
   Income Before Interest Charges               20,089       18,893         34,829        55,657
   Interest Charges:
      Interest on Long-Term Debt                 4,865        6,592         17,783        21,726
      Other Interest Expense                     3,023        2,700          6,953         6,416
      Allowance for Borrowed Funds Used
        During Construction (Credit)              (102)        (187)          (366)         (415)
   Net Interest Charges                          7,786        9,105         24,370        27,727
   Net Income                                   12,303        9,788         10,459        27,930
   Preferred Dividends of Subsidiaries             576          576          1,729         1,729
   Consolidated Net Earnings               $    11,727  $     9,212    $     8,730   $    26,201



   Weighted Average Number of
     Common Shares Outstanding               20,435,997   20,435,997     20,435,997    20,435,997
   Consolidated Basic and Diluted Earnings
     Per Average Common Share              $      0.57  $      0.45    $      0.43   $      1.28

   Dividends Paid                          $     0.415  $     0.415    $     1.245   $     1.245

See accompanying notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>

                                                                    Nine Months Ended
                                                                      September 30,
                                                                    1999         1998
<S>                                                              <C>            <C>

CASH FLOW FROM OPERATING ACTIVITIES:
Net Income                                                      $  10,459    $  27,930
Adjustments to Reconcile Net Income
   to Net Cash Provided from Operating Activities:
      Depreciation and Amortization                                34,983       42,797
      Deferred Taxes                                              (13,737)       6,860
      Non-cash Expenses on Sales of Investments
        in Energy Savings Projects                                  7,719        7,201
      Energy Related Asset Adjustments                             23,813
      Investment Tax Credit, Net                                   (2,205)      (1,173)
      Allowance for Funds Used During Construction                   (275)         (94)
      Collections and Sales of Project Notes & Leases Receivable    5,229       10,133
      Other - Net                                                  (1,367)      (4,158)
      Regulatory Asset - Purchased Power Contract Buyout          (105,623
Change in Operating Assets and Liabilities                         (6,688)     (20,813)
      Regulatory Liability - Purchased Power Contract Buyout      105,623
Net Cash Provided From Operating Activities                        57,931       68,683

CASH FLOW FROM INVESTING ACTIVITIES:
   Construction Expenditures                                      (39,121)     (36,100)
   Proceeds from Divestiture of Generating Assets                  57,445
   Collections on Notes and Lease Receivables of EUA Cogenex       13,355       12,013
   Increase in Other Investments                                                (2,149)
Net Cash Provided From (Used in) Investment Activities             31,679      (26,236)

CASH FLOW FROM FINANCING ACTIVITIES:
   Redemptions of Long-Term Debt                                  (142,859     (71,061)
   Premiums Paid on Long-Term Debt Redemptions                     (3,042)
   EUA Common Share Dividends Paid                                (25,443)     (25,443)
   Subsidiary Preferred Dividends Paid                             (1,729)      (1,729)
   Net Increase in Short-Term Debt                                 53,894       55,179
Net Cash (Used in) Financing Activities                           (119,179     (43,054)
Net (Decrease) in Cash and Temporary Cash Investments             (29,569)        (607)
Cash and Temporary Cash Investments at Beginning of Period         32,090        7,252
Cash and Temporary Cash Investments at End of Period            $   2,521    $   6,645

Supplemental disclosures of cash flow information:
   Cash paid during the period for:
      Interest (Net of Capitalized Interest)                    $  24,078    $  24,343
      Income Taxes                                              $  15,298    $  17,274
Supplemental schedule of non-cash investing activities:
   Conversion of Investments in Energy Savings
     Projects to Notes and Leases Receivable                    $     267    $   2,159

See accompanying notes to consolidated condensed financial statements.
</TABLE>
EASTERN UTILITIES ASSOCIATES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


     The accompanying Notes should be read in conjunction with the Notes to
Consolidated Financial Statements incorporated in the Eastern Utilities
Associates (EUA or the Company) 1998 Annual Report on Form 10-K and the
Company's Quarterly Report on Form 10-Q for the periods ended March 31, and
June 30, 1999.

Note A -  In the opinion of the Company, the accompanying unaudited
          consolidated condensed financial statements contain all adjustments
          (consisting of only normal recurring accruals) necessary to present
          fairly its financial position as of September 30, 1999 and December
          31, 1998, and the results of operations for the three and nine months
          ended September 30, 1999 and 1998 and cash flows for the nine months
          ended September 30, 1999 and 1998.  The year-end consolidated
          condensed balance sheet data was derived from audited financial
          statements but does not include all disclosures required under
          generally accepted accounting principles.

          In June 1998, the Financial Accounting Standards Board (FASB) issued
          SFAS 133, Accounting for Derivative Instruments and Hedging
          Activities, which is effective for fiscal years  beginning after June
          15, 1999.    In June 1999, the FASB issued SFAS 137, Accounting for
          Derivative Instruments and Hedging Activities - Deferral of the
          Effective Date, which amends SFAS 133 to be effective for all fiscal
          quarters of all fiscal years beginning after June 15, 2000 (that is,
          January 1, 2001 for companies with calendar-year fiscal years).
          SFAS 133 requires the recognition of all derivative instruments as
          either assets or liabilities in the statement of financial position
          and the measurement of those instruments at fair value.  The Company
          does not expect SFAS 133 to have a material impact on its financial
          position or results of operations.

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at
          the date of the financial statements and the reported amounts of
          revenues and expenses during the reporting period.  Actual results
          could differ from those estimates.

          In July 1999, EUA filed an application under the Public Utility
          Holding Company Act with the Securities and Exchange Commission (SEC)
          requesting authorization for Eastern Edison to transfer all of
          Eastern Edison's investment in Montaup's securities, including
          Montaup's preferred stock, common stock and debenture bonds, to EUA.
          Montaup would then become a wholly-owned subsidiary of EUA.  Also
          related to this transfer, Eastern Edison filed a Petition for
          Approval of the transfer or Request for Alternative Findings of No
          Jurisdiction with the Massachusetts Department of Telecommunications
          and Energy (MDTE).  A public hearing was held at the MDTE on October
          18, 1999 at which no one from the public intervened.  Eastern Edison
          is awaiting a decision from the MDTE on its petition, and expects it
          will receive SEC approval shortly thereafter.

          In July 1999, in connection with Entergy Nuclear Generation Company's
          (Entergy) acquisition of Pilgrim Station from Boston Edison, Montaup
          agreed to buy out its power purchase agreement (approximately 73 mw)
          with Boston Edison.  As a condition of the buy-out, Montaup entered
          into a reduced term power purchase contract for Pilgrim Station power
          with Entergy.  Accordingly, Montaup has recorded on EUA's
          Consolidated Balance Sheet as of September 30, 1999, a regulatory
          asset of approximately $113.4 million, a corresponding current
          regulatory liability of $105.6 million, and a long-term regulatory
          liability of $7.8 million.

Note B -  Results shown above for the respective interim periods are not
          necessarily indicative of results to be expected for the fiscal years
          due to seasonal factors which are inherent in electric utilities in
          New England.  A greater proportionate amount of revenues is earned in
          the first and fourth quarters (winter season) of most years because
          more electricity is sold due to weather conditions, fewer day-light
          hours, etc.

Note C -  Commitments and Contingencies:

          Nuclear Ownership Issues

          General:

          Recent actions by the NRC indicate that the NRC has become more
          critical and active in its oversight of nuclear power plants.  EUA is
          unable to predict at this time, what, if any, ramifications these NRC
          actions will have on any of the other nuclear power plants in which
          Montaup has an ownership interest or power contract.

          Millstone 3:

          Montaup has a 4.01% ownership interest in Millstone 3, an 1,154 mw
          nuclear unit that is jointly owned by a number of New England
          utilities, including subsidiaries of Northeast Utilities (Northeast).
          Subsidiaries of Northeast are the lead participants in Millstone 3.
          On March 30, 1996, it was necessary to shut down the unit following
          an engineering evaluation which determined that four safety-related
          valves would not be able to perform their design function during
          certain postulated events.

          In October 1996, the NRC, which had raised numerous issues with
          respect to Millstone 3 and certain of the other nuclear units in
          which Northeast and its subsidiaries, either individually or
          collectively, have the largest ownership shares,  informed Northeast
          that it was establishing a Special Projects Office to oversee
          inspection and licensing activities at Millstone.  During the first
          week of July 1998, after the NRC performed an inspection and verified
          that several final technical and programmatic issues were resolved,
          Millstone 3 was restarted, and returned to full power operation on
          July 14, 1998.  The NRC will continue to closely monitor Millstone
          3's performance.

          In August 1997, nine non-operating owners, including Montaup, who
          together own approximately 19.5% of Millstone 3, filed a demand for
          arbitration against Connecticut Light and Power (CL&P) and Western
          Massachusetts Electric Company (WMECO) as well as lawsuits against
          Northeast and its Trustees.  CL&P and WMECO, owners of approximately
          65% of Millstone 3, are Northeast subsidiaries that agreed to be
          responsible for the proper operation of the unit.

          The non-operating owners of Millstone 3 claim that Northeast and its
          subsidiaries failed to comply with NRC regulations, failed to operate
          the facility in accordance with good utility operating practice and
          attempted to conceal their activities from the non-operating owners
          and the NRC.  The arbitration and lawsuits seek to recover costs
          associated with replacement power and operation and maintenance (O&M)
          costs resulting from the shutdown of Millstone 3.  The non-operating
          owners conservatively estimate that their losses exceed $200 million.
          In December 1997, Northeast filed a motion to dismiss the non-
          operating owners' claims, or alternatively to stay the pending
          lawsuit until after the resolution of the arbitration case.  These
          requests were denied in July 1998. In May 1999, Northeast filed a
          request for summary judgement in the arbitration case.  This request
          was denied in July 1999.  In May 1999, all parties entered into a
          Alternative Dispute Resolution Agreement and began mediation sessions
          in an effort to reach a settlement of all issues.  Montaup
          understands that Northeast and its subsidiaries, the Connecticut
          Light and Power Company and Western Massachusetts Electric Company
          have agreed in principle with New England Power Company (NEP) a
          subsidiary of New England Electric System, to settle various
          arbitration and litigation claims asserted by NEP, Montaup and the
          other non-operating owners of Millstone 3.  A settlement on
          comparable terms has been offered to Montaup.  Montaup will give
          serious consideration to the advisability of the settlement as
          proposed.

          Montaup paid its share of Millstone 3's O&M expenses during the
          prolonged outage on a reservation of right basis.  The fact that
          Montaup paid these expenses is not an admission of financial
          responsibility for expenses incurred during the outage.

          Given the recent settlement offered to Montaup, the Company does not
          expect the outcome of these proceedings to have a material effect on
          its operating results or financial position.

          Maine Yankee:

          Montaup has a 4.0% equity ownership in the permanently closed Maine
          Yankee nuclear plant.  Montaup's share of the total estimated costs
          for the permanent shutdown, decommissioning, and recovery of the
          remaining investment in Maine Yankee is approximately $26.5 million
          and is included with Other Liabilities on the Consolidated Balance
          Sheet as of September 30, 1999.  Also, due to recoverability, a
          regulatory asset has been recorded for the same amount and
          is included with Other Assets.

          On November 6, 1997, Maine Yankee submitted an estimate of its costs,
          including recovery of unamortized plant investment (including fuel),
          to FERC reflecting the fact that the plant was no longer operating
          and had entered the decommissioning phase.  On January 14, 1998, the
          FERC accepted the new rates, subject to refund, and amounts of Maine
          Yankee's collections for decommissioning.  On January 19, 1999, Maine
          Yankee and the active intervening parties, including the Secondary
          Purchasers, filed an Offer of Settlement with FERC which was
          supported by FERC trial staff on February 8, 1999.  The FERC approved
          the Settlement effective June 1, 1999.   This agreement constitutes
          full settlement of the issues raised in this proceeding.

          Also, as a result of the shutdown, Montaup and the other equity
          owners were notified by the Secondary Purchasers that they would no
          longer make payments for purchased power to Maine Yankee.   The
          Secondary Purchase Contracts are between the equity owners as a group
          and 30 municipalities throughout New England.  Presently, the equity
          owners are making payments to Maine Yankee to cover the payments that
          would be made by the municipals.

          On November 28, 1997, the Secondary Purchasers sent a Notice of
          Initiation of Arbitration to the equity owners of Maine Yankee, which
          was denied by a Maine judge on April 7, 1998. The judge indicated
          that the jurisdictional question should be first decided by FERC. On
          December 15, 1997, the equity owners as a group filed at FERC a
          Complaint and Petition for Investigation, Contract Modification, and
          Declaratory Order. A separately negotiated Settlement Agreement filed
          with FERC on February 5, 1999, was approved by FERC and made
          effective on June 1, 1999.  This settlement resolved issues raised by
          the Secondary Purchasers by limiting the amount they will pay for
          decommissioning and settling other points of contention.  The outcome
          of these recent settlements will not have a material effect on EUA's
          future operating results or financial position.

          On August 4, 1998, the Maine Yankee Board of Directors selected Stone
          & Webster Engineering Corporation to execute a $250 million contract
          for the decommissioning and decontamination of Maine Yankee.  The
          decommissioning plan includes an option for Stone & Webster to
          repower the Maine Yankee site with a gas-fired plant.

          Vermont Yankee:

          Montaup has a 2.5% equity ownership interest in the 540-mw Vermont
          Yankee nuclear unit.  On October 15, 1999, Vermont Yankee accepted a
          bid from AmerGen Energy Company for AmerGen to purchase the unit for
          approximately $23.5 million.  As part of the agreement, Vermont
          Yankee will make a one-time payment to the unit's decommissioning
          fund, and AmerGen will assume responsibility for all future operating
          costs and costs to decommission the plant at the end of its operating
          licence in 2012.  Vermont Yankee expects to complete this sale by
          mid-2000.  This transaction is subject to approvals from the NRC, the
          SEC, and the Vermont Public Service Board.

          Department of Energy Actions:

          In early 1998, Yankee Atomic, Maine Yankee and Connecticut Yankee,
          individually, as well as a number of other utilities, filed suit in
          federal appeals court seeking a court order to require the Department
          of Energy (DOE) to immediately establish a program for the disposal
          of spent nuclear fuel.  Under the Nuclear Waste Policy Act of 1992,
          the DOE was to provide for the disposal of radioactive wastes and
          spent nuclear fuel starting in 1998 and has collected funds from
          owners of nuclear facilities to do so.  On February 19, 1998, Maine
          Yankee also filed a petition in the U.S. Court of Appeals seeking
          to compel the Department of Energy to remove and dispose of the spent
          fuel at the Maine Yankee site.  Under their Standard Contract, the
          DOE had a deadline for beginning the removal process at all nuclear
          plants on January 31, 1998, which was not met.  On May 5, 1998, the
          Court of Appeals denied several motions brought in the proceeding,
          including several motions for injunctive relief brought by the
          utility petitioners.  In particular, the Court denied the requests to
          require the DOE to immediately establish a program for the disposal
          of spent nuclear fuel.

          Also, Yankee Atomic, Connecticut Yankee, and Maine Yankee filed
          lawsuits against the DOE in the U.S. Court of Federal Claims seeking
          damages of $70 million, $90 million and $128 million, respectively,
          as a result of the DOE's refusal to accept the spent nuclear fuel.

          In late October and early November 1998, the U.S. Court of Federal
          Claims issued rulings with respect to Yankee Atomic, Maine Yankee,
          and Connecticut Yankee finding that the DOE was financially
          responsible for failing to accept spent nuclear fuel.  These rulings
          clear the way for Yankee Atomic, Connecticut Yankee and Maine Yankee
          to pursue at trial their individual damage claims.  These trials are
          expected to begin in early 2000.  Management cannot predict at this
          time the ultimate outcome of these actions.

          Environmental Matters

          During the second quarter of 1999, EUA identified four new sites
          related to the production of manufactured gas at which certain
          environmental conditions may exist.  Three sites are associated with
          Blackstone and one site is associated with Eastern Edison.  EUA has
          conducted a preliminary assessment of the potential cost of
          remediation at these sites.  An engineering model was recently
          obtained by the Company to provide the estimated potential costs.
          Since site specific studies have not yet been performed, EUA has
          recorded a minimum liability for each of these sites based on this
          engineering model to recognize risk assessment, monitoring, and legal
          and administrative costs.

          In addition, EUA has recorded estimated environmental remediation
          liabilities for two previously-identified manufactured gas plant
          sites associated with Blackstone.  The sites are the Tidewater site,
          the location of a former electric generating station, and
          manufactured gas plant in Pawtucket, Rhode Island, and the Hamlet
          Avenue Site, a former manufactured gas plant site located in
          Woonsocket, Rhode Island.  Estimates were not previously recorded
          for these locations since site-specific studies had not been
          completed and a reliable engineering model deemed essential to
          develop a reasonable estimate was not previously available.

          With respect to the Tidewater site, EUA completed its site
          investigation study during the third quarter of 1999 to determine the
          nature and extent of contamination and has determined that extensive
          elevated levels of hazardous substances are present in the surface
          and subsurface.  The Hamlet Street site assessment has not yet been
          finalized.  However, the assessment conducted to date has determined
          that varying degrees of hazardous substance are present at that site.

          In the third quarter of 1999, a total estimated remediation liability
          of $21.2 million was recorded as a long-term liability with a
          corresponding charge to a regulatory asset on the Consolidated
          Balance Sheet.  Blackstone and Eastern Edison are currently
          recovering certain environmental cleanup costs in rates. In addition,
          the Company will seek recovery of certain costs from its insurance
          carriers and other possible responsible parties.  The Company
          expects, based on prior regulatory approvals, to recover such costs
          in future rates.  As a result, the Company does not believe that the
          ultimate impact of the cleanup costs associated with these sites will
          be material to the results of its operations or its financial
          position.

Note D -  Financial Information by Business Segment:

          The following provides information on segments.  The Core Electric
          business includes results of the electric utility operations of
          Blackstone, Eastern Edison, Newport and Montaup.

          Energy Related Business includes results of our diversified energy
          related subsidiaries, EUA Cogenex, EUA Ocean State, EUA Energy
          Investment Corporation, EUA Energy Services and EUA
          Telecommunications.

          Corporate results include the operations of EUA Service and EUA
          Parent.  EUA does not have any intersegment revenues.  Financial data
          for the business segments are as follows (000's):

                                Three Months Ended      Nine Months Ended
                                September 30, 1999      September 30, 1999
                                Operating      Net      Operating      Net
                                Revenues     Income     Revenues     Income
    Core Electric               $125,204     $12,352     $374,504     $26,675
    Energy Related                16,519      (1,415)      39,539      (2,749)
    Corporate                                    790                      500
         Subtotal                141,723      11,727      414,043      24,426
      Energy Related
          Asset Adjustments                                           (15,696)
         Total                  $141,723     $11,727     $414,043      $8,730

                                Three Months Ended      Nine Months Ended
                                September 30, 1998      September 30, 1998
                                Operating      Net      Operating     Net
                                Revenues     Income     Revenues     Income
    Core Electric               $120,460     $8,602     $361,008     $26,710
    Energy Related                15,573        155       44,377        (731)
    Corporate                                   455                      222
         Total                  $136,033     $9,212     $405,385     $26,201


Item 2.     Management's Discussion and Analysis of Financial Condition and
                      Results of Operations

     The following is Management's discussion and analysis of certain
significant factors affecting the Company's earnings and financial condition
for the interim periods presented in this Form 10-Q.

Merger Update

     On February 1, 1999, EUA and New England Electric System (NEES) announced
a merger agreement under which NEES will acquire all outstanding shares of EUA
for $31 per share in cash.  The merger agreement, which is subject to the
approval of various regulatory agencies, values EUA's equity at approximately
$634 million, which represents a 23% premium above the price of EUA shares on
December 4, 1998, the last trading day before other regional merger
announcements affected EUA's share price.  EUA shareholders will continue to
receive dividends at the current level, as declared by the Board of Trustees,
until the closing of the merger.

     The closing of the merger is expected to occur by early 2000.  The merger
agreement contains an upward price adjustment in the event the merger does not
close within six months from May 17, 1999, the date EUA shareholders approved
the merger plan.  Therefore, after November 17, 1999, NEES will pay an
additional $0.003 per day per share for  EUA's outstanding common stock until
the merger closes, up to a maximum price of $31.495 per share.

     On May 5, 1999, EUA and NEES filed a joint application with the Federal
Energy Regulatory Commission (FERC) seeking FERC approval and related waivers
or authorizations to merge EUA and NEES and to subsequently merge and
consolidate the complimentary operating companies of EUA and NEES.  With its
approval on September 29, 1999, FERC concluded that the proposed merger will
not adversely affect competition, rates or regulation, and that the merger is
in the public's best interest.

     On May 20, 1999, EUA and NEES jointly filed a rate consolidation plan
with the Rhode Island Public Utilities Commission reflecting consolidated
rates for each company's Rhode Island subsidiaries, indicating savings to
Rhode Island customers of approximately $79 million.  Hearings are scheduled
to start in December 1999.  A similar filing was made for EUA's and NEES's
Massachusetts subsidiaries on April 30, 1999 with the Massachusetts Department
of Telecommunications and Energy (MDTE) indicating savings of over $100
million.  A settlement agreement on the Massachusetts filing is expected
shortly.

     On July 19, 1999, a Voluntary Early Retirement Program (VERP) was offered
to certain of EUA's and NEES's employees who will be at least fifty-five years
of age by December 31, 2000.  The VERP offer was accepted by 82% of eligible
employees.  On October 12, 1999, details of a Severance Plan were
distributed.  The Severance Plan will provide benefits and provisions for
eligible non-union employees who are involuntarily terminated due to the
merger.  At the same time, the Company also offered a Limited Hardship Early
Decision Severance Plan (LHEDO) to designated non-union employees who choose
to terminate their employment with EUA rather than be considered for a
position in the merged company.  Employees who were offered the LHEDO must
decide if they will accept the offer by November 29, 1999.  Under the LHEDO,
employees will receive an additional eight weeks of severance pay for
accepting the offer.  At this time, EUA cannot reasonably estimate the
participation in the LHEDO.  Therefore, expenses related to this plan have not
yet been recorded.

Overview

     Consolidated Net Earnings for the third quarter of 1999 were
approximately $11.7 million compared to approximately $9.2 million in the
third quarter of 1998.  Net Earnings contributions by Business Unit for the
third quarter of 1999 and 1998 were as follows (000's):

                                                     Increase
                                  1999     1998     (Decrease)
Core Electric Business          $12,352   $8,602     $3,750
Energy Related Business          (1,415)     155     (1,570)
Corporate                           790      455        335
     Consolidated               $11,727   $9,212     $2,515

     Consolidated Net Earnings for the nine months ended September 30, 1999
were $8.7 million compared to $26.2 million for the same period of 1998.  The
year-to-date 1999 earnings include the impact of non-recurring after-tax
charges of approximately $15.7 million, related to the discontinuance of
certain of EUA's energy related activities, discussed below.  Net Earnings
contributions by Business Unit for the first nine months of 1999 and 1998 were
as follows (000's):

                                                    Increase
                                 1999     1998     (Decrease)
Core Electric Business          $26,675   $26,710       $(35)
Energy Related Business          (2,749)     (731)    (2,018)
Corporate                           500       222        278
     Subtotal                   $24,426   $26,201    $(1,775)
Energy Related Asset
   Adjustment                   (15,696)             (15,696)
     Consolidated               $ 8,730   $26,201   $(17,471)

Energy Related Asset Adjustments

     The year-to-date 1999 results include non-recurring after-tax charges
made in the second quarter of 1999 of $15.7 million, or 77 cents per common
share, related to the discontinuance of certain of EUA's energy related
activities.  These charges were consistent with EUA's efforts in evaluating
its investments in energy related projects, and were a result of several
pending sales offers and completed sales for its interest in certain of these
investments.  These non-recurring charges have settled future uncertainty
associated with these investments and are as follows:

    - EUA BIOTEN has executed an agreement with the management of BIOTEN G.P.
      to, among other things, extend the right of its management to purchase
      BIOTEN G.P.'s  assets.  As a result, EUA Energy Investment recorded an
      after-tax charge to its earnings of approximately $9.4 million in the
      second quarter of 1999.

    - On September 30, 1999 EUA Energy Investment sold certain of RENOVA LLC's
      assets to its management.   Due to after-tax charges of approximately
      $3.5 million recorded for this anticipated sale in the second quarter of
      1999 based on a tentative agreement, this transaction did not have an
      impact on third quarter 1999 earnings.

    - On August 30, 1999, EUA TransCapacity, sold all of its assets in
      TransCapacity L.P. and dissolved the TransCapacity Partnership.  EUA
      Energy Investment will not have any further obligations or commitments to
      TransCapacity L.P., its employees, or its successor.  The after-tax loss
      of $900,000 on this transaction was offset by previously-established
      reserves at EUA's parent company.

    - As of June 28, 1999, the management of EUA Cogenex decided to divest
      certain of its businesses and activities including EUA Citizens
      Conservation Services, Inc., and the EUA DAY and DayMetrix divisions.
      EUA Cogenex has received an offer from the management of the EUA DAY
      division to purchase the business and assets of EUA Day from EUA Cogenex.
      This offer is still pending.  EUA Cogenex anticipates closing this sale
      by the end of 1999.  EUA Cogenex recorded an after-tax charge of $2.9
      million in the second quarter of 1999 as a result of this anticipated
      sale and cessation of continued development of the DayMetrix division.
      In addition, EUA Cogenex has hired an investment banker to assist in the
      possible sale of EUA Citizens Conservation Services, Inc.   There can be
      no assurance that EUA Cogenex will consummate a sale of EUA Citizens.

Earnings by Business Unit

     The earnings contribution of the Core Business Unit increased by
approximately $3.8 million in the third quarter and were relatively unchanged
in the year-to-date period of 1999.  Significant increases in primary
kilowatthour sales mitigated the impacts of rate reductions pursuant to
approved utility restructuring agreements in both the third quarter and
year-to-date periods. Warmer weather in this year's third quarter and the
continued strength of the regional economy resulted in 8.2% and 4.7% increases
in kilowatthour sales for the quarter and year-to-date periods, respectively.
Also impacting earnings was the decrease in interest expense in both the third
quarter and year to date periods since Eastern Edison redeemed all of its
remaining First Mortgage Bonds in July of 1999.

     Net losses of the Energy Related Business Unit increased by approximately
$1.6 million in the third quarter and approximately $2.0 million in the
year-to-date period compared to the same periods of 1998.  EUA Cogenex posted
a loss of approximately $200,000 in the third quarter of 1999, compared to
earnings of approximately $400,000 in the third quarter of 1998.  Excluding
the charge of $2.9 million recorded in the second quarter of 1999 related to
the pending sale of EUA Day and the cessation of the development of DayMetrix,
operating losses at EUA Cogenex were $1.2 million in the year-to-date period
of 1999 compared to minimal earnings in the same period of 1998 as a result of
decreased project sales in both periods.

     EUA Energy Investment generated losses of $2.2 million and $4.4 million
for the third quarter and year-to-date periods, respectively, approximately
$900,000 and $800,000 greater than the losses generated in the respective
periods of 1998.  On August 30, 1999, EUA TransCapacity, sold all of its
assets in TransCapacity L.P. and dissolved the TransCapacity Partnership.  EUA
Energy Investment will not have any further obligations or commitments to
TransCapacity L.P., its employees, or its successor.  The after-tax loss of
$900,000 on this transaction was offset by previously-established reserves at
EUA's parent company.  Therefore, consolidated operating results were not
impacted by this transaction.  Excluding this transaction, EUA Transcapacity's
net losses decreased $300,000 in the third quarter and $500,000 in the
year-to-date period as a result of decreased operating activity.  In addition,
on September 30, 1999, EUA Energy Investment sold certain assets of Renova LLC
to its management.   Due to after-tax charges of approximately $3.5 million
recorded for this sale in the second quarter of 1999 based on a tentative
agreement, this transaction did not have an impact on third quarter 1999
earnings.  Renova's operating net losses increased $400,000 in the third
quarter and $600,000 in the year-to-date periods as compared to the same
periods of 1998.

     The changes in the Corporate business unit's earnings contribution in the
third quarter and year-to-date periods reflect the utilization of previously
established reserves for the loss on the sale of Transcapacity L.P. in the
third quarter of 1999, discussed above.  These increases were offset by
interest expense on increased short term borrowings used to partially finance
Eastern Edison's redemption of its First Mortgage Bonds in July of 1999.

Operating Revenues

     Operating Revenues for the third quarter of 1999 increased by
approximately $5.7 million or 4.2% when compared to the same period of 1998.
Revenues by Business Unit operations were as follows (000's):

                                                     Three Months Ended
                                                       September 30,

                                                                  Increase
                                             1999        1998    (Decrease)

     Core Electric Business                $125,204    $120,460    $4,744
     Energy Related Business                 16,519      15,573       946
     Corporate                                    0           0         0
          Consolidated                     $141,723    $136,033    $5,690

     Core Electric Business revenues increased approximately $4.7 million
in the third quarter of 1999 as compared to the same period of 1998.
Generation-related revenues increased approximately $1.9 million as a result
of the assignment of entitlements from certain power contracts to third
parties and associated repurchases and sale of energy to satisfy standard
offer requirements.  This increase was compounded by the implementation of
increased wholesale standard offer rates and offset by a reduction in contract
termination charge rates, effective January 1, 1999 and April 1, 1999
respectively.  Distribution-related revenues increased approximately $2.9
million primarily due to the impacts of increased kWh sales of 8.2% for the
period.

     Revenues of the Energy Related business unit increased by approximately
$900,000 in the third quarter of 1999 compared to the same period of 1998.
Increases at Citizens, Cogenex-Canada, Cogenex West and the Cogenex
Partnerships aggregating $4.0 million as a result of recently completed
projects were offset by decreased  project sales at the Cogenex Division and
EUA Day of approximately $3.0 million.

     Operating Revenues for the first nine months of 1999 increased by
approximately $8.7 million or 2.1% when compared to the same period of 1998.
Operating Revenues by Business Unit for the first nine months of 1999 and 1998
were as follows (000's):

                                             Nine Months Ended September 30,


                                                                 Increase
                                          1999         1998     (Decrease)

     Core Electric Business              $374,504    $361,008     $13,496
     Energy Related Business               39,539      44,377      (4,838)
     Corporate                                  0           0           0
          Consolidated                   $414,043    $405,385      $8,658

     Core Electric Business revenues increased approximately $13.5 million for
the first nine months of 1999 when compared to the same period of 1998.
Generation-related revenues increased approximately $13.1 million as a result
of the aforementioned repurchases of energy.  Offsetting this increase were
impacts of rate reductions to Massachusetts retail customers, pursuant to
electric industry restructuring legislation and settlements effective March 1,
1998.  An additional reduction in wholesale rates resulted from the
implementation of lower contract termination charge rates, offset by increased
standard offer rates.  Distribution-related revenues decreased approximately
$600,000.  The net impacts of restructured rates in Massachusetts for a full
period were partially offset by the impacts of increased kWh sales for the
period.

     Revenues of the Energy Related business unit decreased by approximately
$4.8 million in the nine months ended September 1999 compared to the same
period of 1998.  Energy savings project sales, paid from savings, and note and
lease projects sales of the EUA Cogenex division decreased approximately $6.7
million in aggregate.  In addition, decreased revenues of the EUA Cogenex
Partnerships and EUA Day aggregating $3.4 million were offset by increased
revenues from Citizens, Cogenex-Canada and Cogenex West amounting to
approximately $4.6 million. An increase in Renova revenues of approximately
$300,000 further offset this decrease.

Kilowatthour (kWh) Sales

     Kilowatthour (kWh) sales increased 8.2% in the third quarter of 1999 and
4.7% in the year-to-date period of 1999 as compared to the same periods of
1998, largely the result of strong economic conditions in EUA's service
territory and warmer weather in 1999, particularly during the months of August
and September 1999.  These changes were led by 10.5% and 7.3% increases in
sales to residential customers and 7.5% and 4.8% increases in sales to
commercial customers in the third quarter and year-to-date periods,
respectively.

Operations Expense

     Fuel and Purchased Power expenses, increased approximately $9.3 million,
or 17.7% in the third quarter of 1999 as compared to the same period of 1998.
This increase was primarily due to the aforementioned assignment of
entitlements from certain power contracts which resulted in repurchases of
energy to satisfy standard offer requirements.  This increase was compounded
by an 8.2% increase in kWh sales in the third quarter of 1999.  For the
year-to-date period, Fuel and Purchased Power expenses increased approximately
$28.5 million, or 18.0%.  The requirement to satisfy standard offer needs
discussed above, compounded by a 4.7% increase in kWh sales contributed to
this increase.

     Other Operation and Maintenance (O&M) expenses decreased by approximately
$2.7 million or 6.0% and $8.2 million or 6.4% for the third quarter and the
nine months ended September 30, 1999, respectively, as compared to the same
periods in 1998.  Total O&M expenses are comprised of three components:
Direct, Indirect and Energy Related.

     Direct expenses of the Core and Corporate Business units decreased by
approximately $2.5 million in the third quarter of 1999 and by $1.2 million
for the year-to-date period of 1999 as compared to the same periods of 1998.
The third quarter change is primarily due to decreased expenses since the sale
of Montaup's Somerset plant in April 1999.  In the year-to-date period, these
decreases were offset by the impacts of adjustments to 1998 employee incentive
plan accruals in the first quarter of 1999 and non-recurring expense credits
related to billings to Maine utilities for EUA's storm restoration support in
February of 1998.

     Indirect expenses, items over which there is limited short-term control
or items which are fully recovered in rates, decreased approximately $2.7
million in the third quarter and $5.9 million in the year-to-date period as
compared to the same periods of 1998.  Conservation and load management (C&LM)
expenses decreased approximately $700,000 and $1.5 million in the respective
periods.  In addition, jointly-owned units expenses decreased approximately
$1.6 million and $4.1 million, respectively, largely due to decreased expenses
of Canal 2 after the sale of the unit in December 1998.  In addition, FAS106
expenses decreased by approximately $400,000 in both the third quarter and
year-to-date periods, respectively.

     Expenses of the Energy Related Business Unit increased approximately $2.5
million in the third quarter of 1999.  This change was the result of increases
at Citizens, Cogenex-Canada and the Cogenex Partnerships aggregating
approximately $3.7 million as a result of increased operating activity in the
quarter.  This increase was partially offset by decreased expenses of the
Cogenex Division of approximately $800,000.  The effects of decreased
operating activity at the Cogenex Division and EUA Day were mitigated by
increased bad debt, pension and benefit expenses in the third quarter of
1999.  Energy related expenses decreased $1.1 million in the year-to-date
period.  Decreases at the Cogenex Division, the Cogenex Partnerships and EUA
Day aggregated approximately $4.5 million.  In addition, expenses at
Transcapacity decreased $300,000 due to its decreased operating activity and
the sale of the Transcapacity L.P. in August 1999.  These decreases were
largely due to decreased operating activity, partially offset by increased
salaries, bad debt and benefits expenses.  Offsetting these decreases were
increased expenses at EUA Citizens, Cogenex Canada and Cogenex West
aggregating approximately $3.9 million due to increased operating activity in
the year-to-date period.

Depreciation and Amortization Expense

     Depreciation and Amortization expense decreased approximately $2.6
million or 20.3% in the third quarter and $5.2 million or 13.3% in the
nine-month period ended September 30, 1999 when compared to the same periods
of last year.  These decreases were due largely to decreased depreciable
property, particularly after the sale of Montaup's 50% ownership of the Canal
Unit 2 generating station in December of 1998 and the sale of the Somerset
Generating Station in April of 1999, and further impacted by decreased
depreciation at EUA Cogenex.

Taxes - Other Than Income

     Taxes - Other Than Income decreased approximately $800,000 or 13.7% in
the third quarter of 1999 and approximately $1.4 million or 7.9% in the
year-to-date period of 1999 as compared to the same periods of 1998 as a
result of decreased property taxes after the sale of Montaup's Somerset
Generating Station in April of 1999 and Montaup's 50% ownership of the Canal
Unit 2 Generating Station in December of 1998.

Income Taxes

     EUA's effective income tax rate for the nine months ended September 30,
1999 was approximately 45.8% compared to 40.3% for the same period of 1998.
This increase reflects the impact of accelerated reversal of timing
differences pursuant to restructuring settlement agreements.

Other Income - Net

     Other Income and (Deductions) - Net excluding energy related asset
adjustments, decreased by $800,000 in this year's third quarter and
approximately $400,000 in the year-to-date period as compared to same periods
of 1998.  These decreases were due to decreased interest income at EUA Cogenex
in both the third quarter and year-to-date periods.  In addition, the
year-to-date change was the result of general business liability adjustments
recorded by EUA's parent company in the first quarter of 1998.  These changes
were partially offset by the impacts of decreased expenses at Eastern Edison
related to the Massachusetts referendum to repeal deregulation legislation in
1998.

Net Interest Charges

     Net Interest charges decreased by approximately $1.3 million or 14.5% in
the third quarter of 1999 and $3.4 million or 12.1% in the year-to-date period
as compared to the respective periods of 1998.  Interest on long term debt
principally decreased as a result of Eastern Edison's redemption of all of its
First Mortgage Bonds in July 1999, its $35 million 7.78% Secured Medium Term
Notes in August 1999, and the maturities of its $20 million First Mortgage
Bonds in May of 1998 and $40 million First Mortgage Bonds in July of 1998.

Liquidity and Sources of Capital

     The EUA system's need for permanent capital is primarily related to
investments in facilities required to meet the needs of its existing and
future customers.

     Traditionally, cash construction requirements not met with internally
generated funds are obtained through short-term borrowings which are
ultimately funded with permanent capital.  In July 1997, several EUA System
companies entered into a three-year revolving credit agreement allowing for
borrowings in aggregate of up to $145 million from all sources of short-term
credit.  As of September 30, 1999, various financial institutions have
committed up to $75 million under the revolving credit facility.  In addition
to the $75 million available under the revolving credit facilities, EUA System
companies maintain short-term lines of credit with various banks totaling $90
million for an aggregate amount available of $165 million.  Eastern Edison and
Montaup are negotiating a new $60 million unsecured revolving credit
facility.  Outstanding short-term debt at September 30, 1999 and December 31,
1998 by Business Unit was as follows (000's):

                           September 30, 1999       December 31, 1998

     Core Electric Business      $20,860                  $2,220
     Energy Related Business       9,758                  19,354
     Corporate                    86,850                  42,000
          Consolidated          $117,468                 $63,574

     In April 1999, Montaup completed the sale of its Somerset Station to NRG
Energy Inc. for approximately $55 million.  In July 1999, Montaup used the
proceeds from this sale to redeem $54.8 million of its outstanding securities
wholly-owned by Eastern Edison.  Eastern Edison used these proceeds along with
a capital contribution from EUA to redeem $40 million of 8%, $40 million of 6
7/8%, and $8 million of 6.35% First Mortgage and Collateral Trust Bonds.

     In July 1999, EUA filed an application under the Public Utility Holding
Company Act with the Securities and Exchange Commission (SEC) requesting
authorization for Eastern Edison to transfer all of Eastern Edison's
investment in Montaup's securities, including Montaup's preferred stock,
common stock and debenture bonds, to EUA.  Montaup would then become a
wholly-owned subsidiary of EUA.  Also related to this transfer, Eastern Edison
filed a Petition for Approval of the transfer or Request for Alternative
Findings of No Jurisdiction with the MDTE.  A public hearing was held at the
MDTE on October 18, 1999 at which no one from the public intervened.  Eastern
Edison is awaiting a decision from the MDTE on its petition, and expects SEC
approval shortly thereafter.

     For the nine months ended September 30, 1999 internally generated funds
available after the payment of dividends amounted to approximately $100.0
million while the EUA System's cash construction requirements amounted to
approximately $39.1 million for the same period.  Various laws, regulations
and contract provisions limit the use of EUA's internally generated funds such
that the funds generated by one subsidiary are not generally available to fund
the operations of another subsidiary.

Electric Utility Industry Restructuring

     Legislation enacted in  Rhode Island in 1996 and Massachusetts in 1997
along with approved electric utility industry restructuring settlement
agreements in both states and at the federal level, granted EUA's Rhode Island
and Massachusetts electric customers with choice of electricity supplier and
rate reductions commencing January 1, 1998 and March 1, 1998, respectively.
Until a customer chooses an alternative supplier, that customer will receive
standard offer service from the retail distribution company.  Blackstone and
Newport are required to arrange for standard offer service through December
31, 2009 and Eastern Edison must arrange for this service through February 28,
2005.  Under the approved settlement agreements, Montaup had guaranteed
standard offer supply at a fixed price schedule for the duration of the
standard offer periods and Blackstone, Newport and Eastern Edison agreed to
subject their standard offer requirements to a competitive bidding process in
which competitive suppliers would bid against the guaranteed price.  Through
its successful divestiture process, combined with a competitive bidding
process conducted in late 1998, Montaup has assigned 100% of its standard
offer obligation.  A majority of this standard offer assignment became
effective January 1, 1999; the remainder became effective on September 1, 1999
with the closing of the transfer of power purchase agreements to Constellation
Power Source Inc. (Constellation), see Generation Divestiture below.  The
guaranteed standard offer price will increase over time to encourage customers
to leave standard offer service and enter the competitive power supply
market.

     Provisions of the approved settlement agreements also allowed Montaup to
replace its all-requirements wholesale contracts with its affiliated retail
distribution companies with a contract termination charge (CTC) which permits
Montaup to recover, among other things, its above market investments and
commitments in generation assets along with an 80% ratepayer/20% shareholder
sharing mechanism for ongoing nuclear generation operations.  Montaup began
billing the CTC coincident with retail access and the distribution companies
are recovering the CTC through a non-bypassable transition charge to all of
their distribution customers.

     As part of the approved settlement agreements, Montaup agreed to divest
its entire generation portfolio.  The net proceeds of the sale, as defined in
the settlement agreements, will be used to mitigate Montaup's CTC to its
retail affiliates via a Residual Value Credit (RVC).  The RVC  reduces the
fixed component of the CTC by an amount equal to the net proceeds, with a
return, over the period commencing on the date the RVC is implemented through
December 31, 2009.  Effective April 1, 1999, subject to dispute resolution
procedures pursuant to restructuring settlement agreements, Montaup reduced
its CTC to its retail subsidiaries to reflect the RVC and other adjustments.
Montaup lowered its CTC from 3.04 cents per kWh to 2.10 cents per kWh for
Eastern Edison and from 3.0 cents per kWh to 2.04 cents per kWh and 2.06 cents
per kWh in the case of Blackstone and Newport, respectively. Retail transition
charge decreases to reflect these changes were authorized by respective state
regulatory bodies effective April 1, 1999 for Eastern Edison and May 1, 1999
for Blackstone  and Newport.

     Effective January 1, 1999 the standard offer service rate for Blackstone
and Newport customers was increased from an average 3.2 cents per kilowatthour
to an average 3.5 cents per kilowatthour.  Coincident with the May 1, 1999
reduction in Blackstone's and Newport's retail transition charge, the standard
offer rate was changed to a flat rate of 3.5 cents per kilowatthour for all
customer classes.

     The standard offer service rate for Eastern Edison customers was
increased to a flat rate of 3.1 cents per kilowatthour effective January 1,
1999. This rate was further increased to 3.5 cents per kilowatthour coincident
with the Eastern Edison retail transition charge decrease effective April 1,
1999.

Generation Divestiture

     By the end of 1998, pursuant to settlement agreements approved by federal
and state regulators, Montaup signed agreements to sell all of its non-nuclear
power generation assets and power purchase agreements to various
non-affiliated parties in connection with electric utility restructuring
undertaken in Massachusetts and Rhode Island.  At the end of 1998, Montaup
sold several diesel-powered generating units (totaling approximately 16 mw)
owned by Newport to Illinois-based Wabash Power Equipment Company for
approximately $1.4 million and its 50% share (approximately 280 mw) of Unit 2
of the Canal generating station in Sandwich, Massachusetts to Southern Energy
Canal, LLC an indirect subsidiary of The Southern Company, for approximately
$75 million.  On April 7, 1998, Montaup entered into an agreement to transfer
power purchase contracts for approximately 170 mw of output from Ocean State
Power I and Ocean State Power II to TransCanada Power Marketing Ltd., an
indirect subsidiary of TransCanada Pipelines Limited; the transfer was
effective June 1, 1999.  On December 21, 1998, Montaup entered into an
agreement to transfer purchase power contracts totaling approximately 177 mw
to Constellation Power Source, Inc., a wholly-owned affiliate of the Baltimore
Gas and Electric Company; the transfer became effective on September 1, 1999.
On April 26, 1999, Montaup completed the sale of its 170 mw Somerset
Generating Station, located in Somerset, Massachusetts, to Somerset Power,
LLC, a direct subsidiary of NRG, Inc., for approximately $55 million.  In June
of 1999, Montaup completed the sale of its and Newport's combined 2.6%
(approximately 16 mw) share of the W.F. Wyman Unit 4 in Yarmouth, Maine to FPL
Energy Wyman IV LLC, an indirect subsidiary of the Florida-based FPL Group,
Inc for $2.4 million.  Also in June of 1999, Blackstone sold its hydroelectric
facility in Pawtucket, Rhode Island (approximately 1 mw) to Putnam Hydropower
LLC, an affiliate of Pawtucket Hydropower Inc.

     In July 1999, in connection with Entergy Nuclear Generation Company's
(Entergy) acquisition of Pilgrim Station from Boston Edison, Montaup agreed to
buy out its power purchase agreement (approximately 73 mw) with Boston
Edison.  As a condition of the buy-out, Montaup entered into a reduced term
power purchase contract for Pilgrim Station power with Entergy.  Accordingly,
Montaup recorded on EUA's Consolidated Balance Sheet as of September 30, 1999,
a regulatory asset of approximately $113.4 million, a corresponding current
regulatory liability of $105.6 million, and a long-term regulatory liability
of $7.8 million.

     In October 1999, Vermont Yankee agreed to the sell the 540-mw nuclear
unit to AmerGen Energy Company for approximately $23.5 million.  Montaup has a
2.5% (12 mw) equity ownership interest in the unit.  As part of the agreement,
Vermont Yankee will make a one-time payment to the unit's decommissioning
fund, and AmerGen will assume responsibility for all future operating costs
and costs to decommission the plant at the end of its operating license in
2012.  Vermont Yankee expects to complete this sale by mid-2000.

     Montaup also has agreed to sell its ownership interest in the Seabrook
Station nuclear power plant to Little Bay Power Corporation, a subsidiary of
BayCorp Holdings, Ltd.  Montaup has received all federal and state approvals
and expects to close on this sale later in 1999.  EUA's only remaining
generating capacity is approximately 58 mw from its ownership share of the
Millstone 3 nuclear facility.  EUA ultimately intends to sell and/or transfer
its interest in Millstone 3.  All of the sale and contract transfer agreements
are subject to federal and/or state regulatory approvals, including that of
the NRC with respect to the sale of nuclear units.

The Year 2000 Issue

     On June 30, 1999, EUA reported to the North American Electric Reliability
Council (NERC) that all of its mission critical systems were Year 2000 ready,
consistent with the recommended industry schedule published by NERC. The EUA
Year 2000 Program  addressed the potential impact on computer systems and
embedded systems and components resulting from a common software program code
convention that utilized two digits instead of four to represent a year.  If
not addressed, the year 2000 could have been systemically recognized as the
year 1900, causing system or equipment failures or malfunctions, and
ultimately resulting in disruptions to Company operations. This disclosure
constitutes a Year 2000 Statement and Readiness Disclosure.  It is subject to
the protections afforded it as such by the Year 2000 Information and Readiness
Disclosure Act of 1998.

EUA's State of Readiness:

     To address potential Year 2000 issues, EUA divided the focus of its Year
2000 Program into  three major categories of business activity: the generation
and delivery of electricity to customers, the acquisition of goods and
services (including purchased power), and ongoing general and administrative
activities related to the corporate infrastructure and support functions,
which included among other things, billings and collections.

     Based on work completed as of December 31, 1998, the following types and
quantities of date sensitive information technology (IT) systems were
identified and remediated:

     >Central Applications: 54 date sensitive items consisting of centralized
computing software that addressed major business and operational needs were
identified; 67% required repair or replacement.

     >Server Based Networks: 22 date sensitive items consisting of networked
applications, as well as supporting computing and communications equipment
were identified; 55% required repair or replacement.

     >Desktops: 48 categories of items typically consisting of personal
computer hardware and software were identified; 52% of such categories
required repair or replacement.

     >Infrastructure: 44 items consisting of components of central IT
operations (e.g., the mainframe computer, its operating system and centralized
database) were identified; 57 % required repair or replacement.

     >Embedded Systems and Components: 3,977 items were identified; 96.3% were
Y2K ready or inert. 3.7% were tested -- none failed.

     EUA utilized a four phase approach to address IT issues.  The four phases
were: Analysis, Remediation, Unit Testing and Integration Testing.  The
Analysis phase consisted of two stages. The first stage consisted of
conducting an inventory of all products, applications and systems, department
by department. The second stage consisted of an assessment of the risk
(potential impact and likelihood of failure) of each item identified in the
inventory. Items identified as not being Year 2000 ready were repaired or
replaced during the Remediation phase. The Unit Testing phase involved testing
at the module, program and application levels to assure that each such item
functioned properly after repair or replacement. Finally, in the Integration
Testing phase, dates were moved ahead, data were aged, and all date conditions
pertinent to each application or product were tested "end-to-end" to assure
that each item was tested in its final complete environment.  As of June 30,
1999, each phase described above was 100% completed and all mission critical
systems were Year 2000 ready.  All mission critical non-information services
systems (i.e., embedded systems and components) were also 100% Year 2000 ready
as of that date as well.

     EUA developed a process to identify and assess the Year 2000 readiness of
third parties with which it had a material relationship. First, a list of all
vendors utilized over the prior two years was developed from the accounts
payable system. Sub-lists were then developed and distributed to departments
based on the departmental allocation of charges for goods and services.
Departmental managements worked with the purchasing department to rank vendors
identified as being critical or important.

     All vendors, regardless of rank, were contacted in writing requesting
information regarding their Year 2000 status. Vendors ranked as critical or
important were selected for additional inquiry, in the form of additional
written inquiry and telephone inquiries. If  available, vendor literature,
regulatory filings and web sites were also reviewed. Critical vendors included
providers of a variety of goods and services, such as telecommunications,
banking and other financial services, computer products and services,
equipment, fuel and mail delivery. As a result of this process, the purchasing
department and/or the department(s) utilizing the goods or services in
question have been able to confirm to their satisfaction that all mission
critical vendors and a significant majority of the important vendors have
provided adequate evidence of their Year 2000 readiness. All remaining vendors
are being monitored as the process of gathering their Year 2000 readiness
information continues. This process was essentially complete on June 30, 1999.
Contingency plans have been developed for services provided by all mission
critical vendors. These plans identify workarounds for any mission critical
vendor for which there is not an alternative source.

Costs to Address EUA's Year 2000 Issues:

     Through September 30, 1999, EUA has incurred costs of approximately $6.9
million to address Year 2000 issues, including approximately $4.3 million of
non-incremental labor, $1.2 million of capital expenditures and $1.4 million
of consulting and other costs.  The company estimates it will incur
additional costs approximating $1.1 million during the period October 1, 1999
through March 31, 2000, to complete its Year 2000 Program including
approximately $700,000 of non-incremental labor and $400,000 of consulting and
other costs.

Risks of EUA's Year 2000 Issues:

     EUA's first priority continues to be the minimization of any potential
disruptions to electric service as a result of the Year 2000.  The provision
of electric service depends in large part on the viability of the New England
power grid which is managed by ISO/NEPOOL.  EUA is actively participating on
ISO/NEPOOL's Year 2000 operating and oversight committees. EUA's assessment of
its own transmission and distribution equipment and facilities indicated that
the risk of failure of this equipment does not appear to be significant.
However, due to the interconnectivity of the New England power grid, and the
reliance on many other entities also connected to the grid, it is not possible
to conclude with certainty that there will be no significant interruptions in
service.

     In addition, dependable voice and data telecommunications are critical to
EUA's ongoing operations. EUA's internal telecommunication systems were Year
2000 ready as of  June 30, 1999.  EUA also relies heavily on external
telecommunication systems, i.e., the local and regional telephone systems, and
has identified these providers as critical vendors. EUA has gathered extensive
documentation regarding the Year 2000 efforts and status of the regional
telephone companies upon which it relies. In addition, EUA has also had
face-to-face meetings with representatives of these companies and attended
public conferences sponsored by these companies, at which they have described
their Year 2000 process and progress. Each of these companies anticipates
being Year 2000 ready and devoid of major system failures.  Nevertheless, EUA
has provided for several methods for maintaining adequate communications. For
example, if the regional, land-line telephone systems were not in service, EUA
could rely on mobile or cellular telephones. If those failed, EUA maintains
mobile radios. Further, all of EUA's operating locations, including EUA
Service Corporation's, are linked through a captive microwave
telecommunications system.

     No other significant reasonably likely failure scenarios stemming solely
from problems relating to Year 2000 have been identified thus far.
Accordingly, EUA does not currently believe that any Year 2000 related risks
in and of themselves constitute reasonably likely worst case scenarios.
Rather, EUA's most reasonably likely Year 2000 related worst case scenario
would be the occurrence of isolated year 2000 failures such as described above
in conjunction with a severe winter storm. However, EUA believes that such
year 2000 failures would not likely affect whether the storm event would have
a material impact on EUA's business or financial condition. In this context,
and based on its communications with key vendors and customers and its long
experience with storm events, EUA does not currently anticipate significant
adverse effects on its relationships with its customers or vendors, or any
resulting material adverse effects on its business or operations.

Year 2000 Contingency Plans:

     Contingency planning teams consisting of managers and employees
experienced in system reliability, disaster recovery and risk were established
and made responsible for developing  contingency plans. The overall strategy
was to identify Year 2000 risks, both internal and external to EUA, that could
have a material impact on EUA's operations or financial well-being.  For such
risks, formal, written contingency plans were created.  Preliminary plans were
developed in March, 1999 and final contingency plans were in place and ready
to implement as of June 30, 1999.

     In addition to the contingency plans described above which are designed
to ensure a rapid recovery from any Year 2000 related failures, EUA has also
developed a formal, written Implementation Plan. The purpose of this plan is
to ensure that the activities necessary to maintain a clean systems
environment from July 1, 1999 through the transition weekend and into the year
2000 are properly planned for, appropriately communicated throughout the
company, and understood by those responsible for performing the various tasks.
This plan includes provisions for additional staffing during the transition
weekend to monitor mission critical systems and to resolve any Year 2000
issues which might arise. The Implementation Plan was in place as of June 30,
1999.

Summary:

     The amount of effort and resources necessary to address Year 2000 issues
and make EUA Year 2000 ready has been significant. There are currently
dedicated teams in place, guided by a formal implementation plan, to ensure
EUA remains Year 2000 ready through the remainder of 1999 and into the next
century. EUA's Year 2000 program has consistently been on schedule and in
accordance with timetables and progress points published by NERC. This effort
culminated with the June 30, 1999 reporting to NERC that EUA had achieved 100%
Year 2000 readiness for all mission critical systems and embedded components.
EUA has utilized independent, outside technical consultants and other experts
to review and assess its Year 2000 efforts and status throughout the project.
Their findings have validated the progress and status of the company's Year
2000 project and the achievement of Year 2000 readiness.  Management is
confident that EUA's Year 2000 project has been, and continues to be, well
managed with the appropriate resources and plans in place to ensure the
Company remains Year 2000 ready and  positioned for a successful transition to
the Year 2000.

Other

     EUA occasionally makes forward-looking projections of expected future
performance or statements of our plans and objectives.  These forward-looking
statements may be contained in filings with the SEC, press releases and oral
statements. This report on Form 10-Q contains information about the Company's
future business prospects including, without limitation, statements about the
potential impact of  Year 2000 issues on the Company's financial condition or
results.  These statements are considered "forward-looking" within the meaning
of the Private Securities Litigation Reform Act.  These statements are based
on the Company's current plans and expectations and involve risks and
uncertainties that could cause actual future activities and results of
operations to be materially different from those set forth in the
forward-looking statements.  The Company expressly undertakes no duty to
update any forward-looking statement.

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings

Other

     See "Note C - Commitments and Contingencies: Nuclear Ownership Issues"
for a discussion of pending legal actions involving several of the nuclear
plants in which Montaup has an ownership interest.

Item 5.     Other Information

     NEPOOL is a voluntary organization open to any person engaged in the
electric business such as investor-owned utilities, municipals, cooperative
utilities, power marketers, brokers and load aggregators. On December 31,
1996, NEPOOL, on behalf of its participants, filed a restructuring proposal
with FERC. The NEPOOL restructuring proposal was the product of over two years
of intense discussions, deliberations and negotiations among the over 130
NEPOOL member participants and many non-participants, including New England
state regulators. The key elements of the restructuring proposal were the
implementation of a regional NEPOOL Open Access Transmission Tariff (NEPOOL
Tariff), the creation of an Independent System Operator (ISO), and the
restatement of the NEPOOL Agreement to establish a broader governance
structure for NEPOOL and to develop a more open competitive market structure.

     The NEPOOL Tariff, which became effective on March 1, 1997, ensures non-
discriminatory open access to the regional transmission network by
providing a single rate for all transactions that utilize NEPOOL's bulk power
transmission facilities. The NEPOOL Tariff promotes competition in the New
England power market through its single transmission rate structure. All
regional service within NEPOOL, except for wheeling through or out, is to be
provided as a network service.

     On June 25, 1997, FERC issued an order conditionally authorizing the
establishment of an ISO by NEPOOL effective July 1, 1997, affirming that the
transfer of control of transmission facilities owned by the public utility
members of NEPOOL to the ISO is consistent with the public interest under
Section 203 of the Federal Power Act.

     On April 20, 1998, FERC accepted the NEPOOL Tariff conditional on
NEPOOL's compliance with a number of issues raised by FERC.  On July 22, 1998,
NEPOOL made its compliance filing at FERC.  The NEPOOL Tariff changes and
amendments to the Restated NEPOOL Agreement included in the filing effected
compliance with the Commission's April 20, 1998 Order.  While there were a
large number of changes in the filing, the principal areas of change relate to
the addition in the NEPOOL Tariff of a separately available Internal Point to
Point Service, the addition of a mechanism to allocate costs to update the
regional transmission system, and the replacement of a Non-Use Charge with an
In-Service Charge across interconnections.  A settlement agreement was filed
on April 7, 1999.  An order accepting the settlement was received on July 30,
1999 and a compliance filing was made on September 28, 1999.

     To give market participants more choice and to foster competition, the
restructured NEPOOL proposes the unbundling of electric service in the NEPOOL
control area. The restructured NEPOOL calls for the development of competitive
wholesale markets for installed capability, operable capability, energy,
automatic generation control, and reserves. These wholesale products will be
market-priced based on bid clearing pricing rather than the current cost-based
pricing. Market participants will be able to meet their responsibility for
these products by buying or selling these various services through bilateral
transactions or through the regional power exchange that will be administered
through the ISO. On October 29, 1997, FERC issued an order permitting
implementation of the installed capability market, which occurred in April of
1998.  On April 6, 1999, FERC issued an order approving market rules and on
May 1, 1999, the remaining markets (operable capability, energy, automatic
generation control and the reserve markets) were implemented.

     A Notice of Proposed Rulemaking by the FERC dated May 13, 1999 is
proposing to amend its regulations under the Federal Power Act (FPA) to
facilitate the formation of Regional Transmission Organizations (RTO's).  FERC
proposes to require that each public utility that owns, operates, or controls
facilities for the transmission of electric energy in interstate commerce make
certain filings with respect to forming and participating in an RTO.

     See "Note C - Commitments and Contingencies: Environmental Matters" for a
discussion of newly identified sites where EUA could be joint and severally
responsible for environmental cleanup costs.

Item 6.     Exhibits and Reports on Form 8-K

            (a)Exhibits - None.

            (b)Reports on Form 8-K - None filed in the quarter ended
               September 30, 1999.


                                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.


                                        Eastern Utilities Associates
                                                     (Registrant)



Date:  November 15, 1999               /s/ Clifford J. Hebert, Jr.
                                        Clifford J. Hebert, Jr., Treasurer
                                          (on behalf of the Registrant and
                                            as Principal Financial Officer)