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               March 31, 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 April 30, 1999
        Common Shares, $5 par value          20,435,997 shares
 
<TABLE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
<CAPTION>


                                                  March 31,       December 31,
ASSETS                                               1999            1998
<S>                                             <C>              <C>

Utility Plant and Other Investments:
   Utility Plant in Service                     $ 1,002,471     $ 1,000,243
   Less:  Accumulated Provision for Depreciation
              and Amortization                      362,245         353,780
   Net Utility Plant in Service                     640,226         646,463
   Construction Work in Progress                      8,420           5,151
        Net Utility Plant                           648,646         651,614
   Investments in Jointly Owned Companies            68,423          69,485
   Non-Utility Plant - Net                           54,201          55,274
        Total Plant and Other Investments           771,270         776,373
Current Assets:
   Cash and Temporary Cash Investments               14,572          32,090
   Accounts Receivable, Net                         103,128          95,267
   Notes Receivable                                  26,904          27,078
   Fuel, Materials and Supplies                      12,150          13,434
   Other Current Assets                               8,086           8,448
        Total Current Assets                        164,840         176,317
Deferred Debits and Other Non-Current Assets        430,939         349,948
        Total Assets                            $ 1,367,049     $ 1,302,638
LIABILITIES AND CAPITALIZATION
Capitalization:
   Common Shares, $5 Par Value                  $   102,180     $   102,180
   Other Paid-In Capital                            219,370         218,959
   Common Share Expense                              (3,931)         (3,931)
   Retained Earnings                                 53,486          56,466
        Total Common Equity                         371,105         373,674
   Non-Redeemable Preferred Stock - Net               6,900           6,900
   Redeemable Preferred Stock - Net                  28,086          27,995
   Long-Term Debt - Net                             308,425         310,346
        Total Capitalization                        714,516         718,915
Current Liabilities:
   Long-Term Debt Due Within One Year                21,913          21,911
   Notes Payable                                     45,011          63,574
   Accounts Payable                                  33,303          29,018
   Taxes Accrued                                     10,974          14,208
   Interest Accrued                                   5,930           6,997
   Other Current Liabilities                         34,434          34,908
        Total Current Liabilities                   151,565         170,616
Deferred Credits and Other Non-Current Liabilities  360,109         271,078
Accumulated Deferred Taxes                          140,859         142,029
        Total Liabilities and Capitalization    $ 1,367,049     $ 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
                                                    March 31,
                                                      1999          1998

<S>                                               <C>            <C>

Operating Revenues                                $  138,877    $  139,306
Operating Expenses:
    Fuel and Purchased Power                          63,708        54,297
    Other Operation and Maintenance                   40,340        41,015
    Depreciation and Amortization                     12,741        12,858
    Taxes - Other Than Income                          6,459         6,060
    Income Taxes - Current                             4,203         2,118
                 - Deferred (Credit)                     (25)        4,467
          Total                                      127,426       120,815
Operating Income                                      11,451        18,491
Other Income - Net                                     3,111         2,758
Income Before Interest Charges                        14,562        21,249
Interest Charges:
    Interest on Long-Term Debt                         6,475         7,682
    Other Interest Expense                             2,057         1,971
    Allowance for Borrowed Funds Used
      During Construction (Credit)                      (139)          (96)
Net Interest Charges                                   8,393         9,557
Net Income                                             6,169        11,692
Preferred Dividends of Subsidiaries                      576           576
Consolidated Net Earnings                         $    5,593    $   11,116




Weighted Average Number of
  Common Shares Outstanding                       20,435,997    20,435,997
Consolidated Basic and Diluted Earnings Per
  Average Common Share                            $     0.27    $     0.54

Dividends Paid                                    $    0.415    $    0.415



See accompanying notes to consolidated condensed financial statements.

</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>

                                                                            Three Months Ended
                                                                          March 31,
<S>                                                                       <C>            <C>
                                                                            1999          1998
    CASH FLOW FROM OPERATING ACTIVITIES:
    Net Income                                                          $    6,169     $ 11,692
    Adjustments to Reconcile Net Income
       to Net Cash Provided from Operating Activities:
          Depreciation and Amortization                                     13,859       14,386
          Deferred Taxes                                                      (117)       4,175
          Non-cash Expenses on Sales of Investments
            in Energy Savings Projects                                       2,178        1,730
          Investment Tax Credit, Net                                          (390)        (391)
          Allowance for Funds Used During Construction                         (47)         (40)
          Collections and sales of project notes and leases receivable       2,655        4,145
          Other - Net                                                        5,961       (5,325)
    Change in Operating Assets and Liabilities                              (8,403)      (3,943)
    Net Cash Provided From Operating Activities                             21,865       26,429

    CASH FLOW FROM INVESTING ACTIVITIES:
       Construction Expenditures                                           (12,066)      (16,130
       Collections on Notes and Lease Receivables of EUA Cogenex             2,420          744
       Increase in Other Investments                                          (190)      (3,157)
    Net Cash (Used in) Investment Activities                                (9,836)      (18,543

    CASH FLOW FROM FINANCING ACTIVITIES:
       Redemptions:
          Long-Term Debt                                                    (1,928)      (2,525)
       EUA Common Share Dividends Paid                                      (8,481)      (8,481)
       Subsidiary Preferred Dividends Paid                                    (576)        (576)
       Net (Decrease) Increase in Short-Term Debt                          (18,562)       9,282
    Net Cash (Used in) Financing Activities                                (29,547)      (2,300)
    Net (Decrease) Increase in Cash and Temporary Cash Investments         (17,518)       5,586

    Cash and Temporary Cash Investments at Beginning of Period              32,090        7,252

    Cash and Temporary Cash Investments at End of Period                $   14,572     $ 12,838

    Supplemental disclosures of cash flow information:
       Cash paid during the period for:
          Interest (Net of Capitalized Interest)                        $    8,415     $  9,885
          Income Taxes                                                  $   10,064     $  7,599
    Supplemental schedule of non-cash investing activities:
       Conversion of Investments in Energy Savings
         Projects to Notes and Leases Receivable                        $         -    $    735


 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 as amended on
Form 10-K/A.

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 March 31, 1999 and the results of operations
         and cash flows for the three months ended March 31, 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 March 1998, The Accounting Standards Executive Committee of the
         American Institute of Certified Public Accountants (AICPA) issued
         Statement of Position 98-1, Accounting For the Costs of Computer
         Software Developed or Obtained for Internal Use (SOP 98-1), effective
         in 1999.  SOP 98-1 provides specific guidance on whether to
         capitalize or expense costs within its scope.

         In April 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of
         Start-Up Activities."  EUA was required to adopt the SOP as of January
         1, 1999.  SOP 98-5 defines start-up activities as one-time activities
         an entity undertakes when it opens a new facility, introduces a new
         product line or service, conducts business in a new territory or with
         a new class of customer or beneficiary, initiates a new process in an
         existing facility or commences some new operation.  The statement
         covers the accounting for organization costs and decrees that any such
         costs should be expensed as incurred in the same manner as the other
         start-up costs.  The statement requires entities to expense previously
         capitalized costs in the year of adopting SOP 98-5.

        In June 1998, the Financial Accounting Standards Board issued SFAS 133,
        "Accounting for Derivative Instruments and Hedging Activities," which
        is effective in fiscal 2000.  This statement 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 is currently evaluating the
        impact SFAS 133 will have 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.

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:

         Recent Nuclear Regulatory Commission (NRC) Actions

         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.  The Special Projects Office
         was responsible for (1) licensing and inspection activities at
         Northeast's Connecticut plants, (2) oversight of an Independent
         Corrective Action Verification Program (ICAVP), (3) oversight of
         Northeast's corrective actions related to safety issues involving
         employee concerns, and (4) inspections necessary to implement NRC
         oversight of the plant's restart activities.

         Also, the NRC directed Northeast to submit a plan for disposition of
         safety issues raised by employees and retain an independent third-
         party to oversee implementation of this plan.

        On April 8, 1998, Northeast announced that Millstone 3 was ready for
        NRC inspection, indicating that virtually all of the restart-required
        physical work had been completed.  On June 29, 1998, the NRC authorized
        Northeast to begin restart activities of Millstone 3.  The
        authorization was given after the NRC staff verified that several final
        technical and programmatic issues were resolved.  Millstone 3 was
        restarted during the first week of July, 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 arbitration until
        after the resolution of the arbitration case.  These requests were
        denied in July 1998.

        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.

        EUA cannot predict the ultimate outcome of legal proceedings brought
        against CL&P, WMECO and Northeast or the impact they may have on
        Montaup and the EUA system.

        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 $30.3 million and is
        included with Other Liabilities on the Consolidated Balance Sheet as of
        March 31, 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.  FERC also granted
        intervention requests and ordered a public hearing on the prudency of
        Maine Yankee's decision to shut down the plant and on the
        reasonableness of the proposed rate amendments.  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.  Upon commission
        approval, this agreement will constitute full settlement of 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.  Prior to shutdown, the municipals had
        been assigned 0.41% of Montaup's 4.0% entitlement share of Maine Yankee
        and Montaup had retained a 3.59% share.

        On November 28, 1997, the Secondary Purchasers sent a Notice of
        Initiation of Arbitration to the equity owners of Maine Yankee.  On
        December 15, 1997, the equity owners as a group filed at FERC a
        Complaint and Petition for Investigation, Contract Modification, and
        Declaratory Order.  On April 7, 1998, a Maine judge denied the
        Secondary Purchasers' motion to compel arbitration and indicated the
        jurisdictional question should be first decided by FERC.  On April 15,
        1998, the Secondary Purchasers notified FERC of the judge's decision
        and asked for expedited action on the pending complaint against them
        for non-payment.  A separately negotiated Settlement Agreement filed
        with FERC on February 5, 1999, upon approval, would resolve issues
        raised by the Secondary Purchasers by limiting the amount they will pay
        for decommissioning and settling other points of contention.

        Management does not believe that these settlements, if approved, will
        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.

        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.  Management cannot predict at this time
        the ultimate outcome of these actions.

Note D -Financial Information by Business Segments:

        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:

                      Three Months Ended March 31, 1999
                                 Operating    Net
        (In Thousands)           Revenues     Income
        Core Electric            $128,094     $6,770
        Energy Related             10,783     (1,027)
        Corporate                       0       (150)
               Total             $138,877     $5,593

                      Three Months Ended March 31, 1998
                                 Operating    Net
        (In Thousands)           Revenues    Income
        Core Electric            $126,590     $11,890
        Energy Related             12,716       (428)
        Corporate                       0       (346)
               Total             $139,306     $11,116


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 EUA shareholders and various regulatory agencies, values the equity
of EUA 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, expected by early 2000.

     Proxy statements which include details of the merger have been distributed
along with voting instructions.  Approval of the merger requires a two-thirds
shareholder vote.  EUA's Annual Meeting of Shareholders is scheduled for May
17, 1999.

     On April 30, EUA and NEES jointly filed with the Massachusetts Department
of Telecommunications and Energy a rate plan reflecting consolidated rates
following the merger for each company's Massachusetts subsidiaries.  A similar
filing for EUA's and NEES's Rhode Island companies before the Rhode Island
Public Utilities Commission is expected in the near future.

    On April 30, the EUA and NEES merger plan received clearance under the
federal Hart-Scott-Rodino Act.  Under the Act, EUA and NEES had to file certain
information with the Federal Trade Commission and the Department of Justice.
Those agencies have reviewed the filings and have determined that the merger
will not violate anti-trust laws.

    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.

Overview

    Consolidated net earnings for the first quarter of 1999 were $5.6 million
compared to first quarter 1998 net earnings of $11.1 million.   Net Earnings
contributions by Business Unit for the first three months of 1999 and 1998 were
as follows (in thousands):

                                       Three Months Ended March 31,

                                              1999        1998
    Core Electric Business                  $6,770     $11,890
    Energy Related Business                (1,027)        (428)
    Corporate                                (150)        (346)
       Consolidated                         $5,593     $11,116


     The decrease in the net earnings contribution of the Core Electric
Business reflects a full quarter's impact of Massachusetts restructuring
settlement agreements, which became effective March 1, 1998 and provided, among
other things, rate reductions to all of EUA's Massachusetts retail customers
who represent roughly 60 percent of EUA's retail operations.  Also, 1998 first
quarter results included $1.7 million of billings to Maine utilities for storm
restoration support and $1.7 million of increased unbilled revenue
(subsequently offset in the second quarter) due to timing of restructured
rates.  These negative impacts on earnings were offset somewhat by a 2.6
percent increase in kilowatthour sales for the quarter.

     Net earnings of our Energy Related Business Unit decreased by
approximately $600,000 in the first quarter of 1999 as compared to the same
period of a year ago, primarily due to increased losses at EUA Cogenex.
Resource requirements during EUA Cogenex sale negotiations in the latter part
of 1998 hindered new business activities, the effects of which were felt in
this year's first quarter.  EUA Energy Investment incurred losses of $1.2
million in this year's first quarter, roughly the same as losses incurred for
the same period in 1998.  Of the $1.2 million loss, approximately $900,000 were
incurred by EUA BIOTEN and TransCapacity L.P. in aggregate, which were slightly
less than the losses incurred by those entities in the first quarter of 1998.
EUA BIOTEN has not yet been successful in completing its exclusive negotiations
with a third party investor, however, it is currently in active negotiations
with other potential investors in non-exclusive discussions that would also
allow the restructuring of BIOTEN Partnership into a corporation.  These
various discussions are expected to continue through June 30, 1999.  If
successful, EUA BIOTEN will transfer its investment in BIOTEN Partnership into
a preferred equity investment in a new corporate entity.  However, if EUA
BIOTEN is unsuccessful in these negotiations, the Company will  pursue other
options, including the sale of its patented technology or exiting the
business.  Although management remains cautiously optimistic regarding its
investment in EUA BIOTEN, it cannot predict the outcome of these negotiations.
EUA BIOTEN's investment in the BIOTEN Partnership is approximately $14.2
million as of March 31, 1999.

     Net earnings of the Corporate Business Unit increased by approximately
$200,000.  This change is due primarily to non-recurring general business
liability adjustments recorded by EUA in the first quarter of 1998.

Kilowatthour Sales

     Kilowatthour (kWh) sales increased 2.6% in the first quarter of 1999 as
company to the first quarter of 1998 largely the result of cooler weather in
1999.  This change was led by a 6.6% increase in sales to residential
customers.

Operating Revenues

     Operating Revenues for the first three months of 1999 decreased by
approximately $400,000 to approximately $138.9 million when compared to the
same period of 1998.  Operating Revenues by Business Unit for the first quarter
of 1999 and 1998 were as follows (in thousands):

                              Three Months Ended March 31,

                                          1999          1998
    Core Electric Business               $128,094    $126,590
    Energy Related Business                10,783      12,716
    Corporate                                   0           0
       Consolidated                      $138,877    $139,306

     Core Electric Business revenues increased approximately $1.5 million in
the first quarter of 1999 as compared to the same period of 1998.  Generation-
related revenues increased approximately $4.9 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.  Offsetting this increase were the impacts of rate reductions to
all of EUA's retail customers, pursuant to electric industry restructuring
legislation and settlements effective January 1, 1998, March 1, 1998, in Rhode
Island and Massachusetts, respectively.  Distribution-related revenues
decreased approximately $3.2 million due to the net impacts of restructured
rates.  This decrease was offset by the impacts of increased kWh sales for the
period.

     Revenues of the Energy Related business unit decreased by approximately
$1.9 million in the first quarter of 1999 compared to the same period of 1998.
Paid from savings revenue of the EUA Cogenex division decreased $1.1 million in
addition to decreased revenues of the EUA Cogenex Partnerships, Citizens and
Cogenex-Canada aggregating approximately $1.2 million. Offsetting these
decreases were increased revenues of approximately $200,000 of Renova.

Operating Expenses

     Fuel and Purchased Power expenses in aggregate increased approximately
$9.4 million, or 17.3% in the first quarter of 1999 as compared to the same
period of 1998.  This increase is due to the assignment of entitlements from
certain power contracts to third parties and associated repurchases of energy
to satisfy standard offer requirements.  Also impacting this increase was a
2.6% increase in kilowatthour sales in the first quarter of 1999.

     Other Operation and Maintenance (O&M) expenses for the first quarter of
1999 decreased approximately $700,000 or 1.7% from the same period in 1998 due
to the following: direct expenses of the Core and Corporate Business units
increased by approximately $2.8 million in this year's first quarter due
primarily to employee incentive plan true-ups 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, offset by decreased
conservation and load management expense and customer accounts expenses
aggregating $400,000.

     Indirect expenses, items in which we have limited short-term control or
items which are fully recovered in rates, decreased by approximately $2.2
million in the first quarter of 1999 as compared to the same period of 1998.
This decrease is primarily the result of decreased jointly owned units
expense of $2.1 million, $1.5 million of which is due to the sale of Canal Unit
2 in December of 1998.

     Expenses of the Energy Related Business unit decreased by approximately
$300,000 for the period, largely due to decreased expenses at EUA Cogenex's
Citizens Corporation, related to decrease operating activity.

Income Taxes

     EUA's effective tax rate for the quarter ended March 31, 1999 was
approximately 46.2% compared to 40.1% for the same period of a year ago.  This
increase reflects the impact of accelerated reversal of timing differences
pursuant to restructuring settlement agreements combined with lower taxable
income in the first quarter of 1999.

Other Income and (Deductions) - Net

     Other Income and (Deductions) - Net increased by approximately $400,000 in
this year's first quarter.  This increase is due primarily to general business
liability adjustments recorded by EUA, the parent company, in the first quarter
of 1998.

Net Interest Charges

     Net Interest charges decreased by approximately $1.2 million or 12.2% in
the first quarter of 1999 as compared to the same period of 1998.  Interest on
long term debt decreased as a result of normal cash sinking fund payments and
the maturities of Eastern Edison's $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 financed 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
December 31, 1998, 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 facility, EUA System companies maintain
short-term lines of credit with various banks totaling $90 million,
for an aggregate amount available of $165 million.   Outstanding short-term
debt at March 31, 1999 and December 31, 1998 by Business Unit was as follows
(in thousands):

                                  March 31, 1999   December 31, 1998
    Core Electric Business        $     -               $2,220
    Energy Related Business             18,481          19,354
    Corporate                           26,530          42,000
       Consolidated                    $45,011         $63,574

    On December 30, 1998, Montaup completed the sale of its 50% ownership
interest in the Canal 2 generating station, in Sandwich Massachusetts, to
Southern Energy for approximately $75 million.  Montaup used the proceeds from
the sale to redeem $55 million of Montaup debenture bonds, wholly owned by
Eastern Edison, and paid a special dividend to Eastern Edison.  Eastern
Edison used these proceeds to repay its outstanding short-term debt and make
short-term investments of $25.6 million.   In January 1999, Eastern Edison used
those investments to retire 551,956  shares of its outstanding, $25 par value,
common stock at a price of $41.67 per share.  EUA used the proceeds from
Eastern Edison's redemption of common stock to pay down a portion of its
outstanding short-term debt.  For the three months ended March 31, 1999,
internally generated funds amounted to approximately $28.4 million while the
EUA System's cash construction requirements amounted to approximately $12.1
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.

    EUA Cogenex was not in compliance with the interest coverage covenant
contained in certain of its unsecured note agreements at March 31, 1999.  EUA
Cogenex has reached agreements with lenders to modify the interest coverage
covenant contained in these note agreements and to waive the default.  EUA
Cogenex expects to be in compliance with provisions of the original interest
coverage covenant at June 30, 1999.

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 to purchasers of its generating assets.  A majority of this standard
offer assignment became effective January 1, 1999 with the remainder to be
effective 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 increased to 3.5 cents per kilowatthour coincident with the Eastern
Edison retail transition charge decrease effective April 1, 1999.

Generation Divestiture

     On April 26, 1999, Montaup completed the sale of its 170 mw Somerset
Generating Station, located in Somerset, Massachusetts, to NRG Energy Inc.
(NRG), a subsidiary of Northern States Power Company, for approximately $55
million.  Closing of the transaction, originally announced in October 1998,
culminates 75 years of power plant operation by Montaup.

     The sale of Montaup's 50% share (280 mw) of Unit 2 of the Canal generating
station in Sandwich, Massachusetts to Southern Energy for $75 million, which
was announced in May 1998, was completed on December 30, 1998, and the sale of
two diesel-powered generating units (totaling approximately 16 mw) owned by
Newport to Illinois-based Wabash Power Equipment Co. for $1.5 million closed on
October 1, 1998.

     Montaup's agreements to transfer purchase power contracts totalling
approximately 177 mw to Constellation, to sell its  2.6% (16 mw) share of the
W. F. Wyman Unit 4 in Yarmouth Maine to the Florida-based FPL group for
approximately $2.4 million and for the transfer of its power purchase contracts
with Ocean State Power (170 mw) to TransCanada are anticipated to occur in
the second quarter of 1999. The sale of Montaup's 2.9% share (34 mw) of the
Seabrook Station nuclear power plant to the Great Bay Power Corporation and the
renegotiation of its 11% (73 mw) power entitlement from the Pilgrim Nuclear
Power Station in Plymouth, Massachusetts are expected to take place later in
1999.  All of the sale and contract transfer agreements are subject to
federal and/or state regulatory approvals, including that of the Nuclear
Regulatory Commission with respect to the Seabrook sale.

     Montaup's remaining generating capacity includes approximately 46 mw from
its 4.0% joint ownership share of Millstone 3 nuclear unit and 12 mw from its
2.25% equity ownership of the Vermont Yankee nuclear facility.

The Year 2000 Issue

     EUA's Year 2000 Program (Program) continues to proceed on schedule toward
its goal of achieving Year 2000 readiness on or before June 30, 1999. The
Program is addressing the potential impact on computer systems and embedded
systems and components resulting from a common software program code convention
that utilizes two digits instead of four to represent a year.  If  not
addressed, the year 2000 may be systemically recognized as the year 1900, which
could cause system or equipment failures or malfunctions, and ultimately result
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 has 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
relating to the corporate infrastructure and support functions, which include
among other things, billings and collections.

Based on work completed as of December 31, 1998, the following date sensitive
IT systems and remediation needs were identified:

     >    Central Applications: 54 date sensitive items consisting of
          centralized computing software that addresses 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%
          are Year 2000 ready or inert. 3.7% must be tested - any that fail
          will be replaced.

     EUA utilizes a four phase approach in addressing information technology
(IT) issues.  The four phases are: 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 are
repaired or replaced during the Remediation phase. The Unit Testing phase
involves testing at the module, program and application level to assure that
each such item still functions properly after repair or replacement. Finally,
in the Integration Testing phase, dates are moved ahead, data are aged, and all
date conditions pertinent to each application or product are tested "end-to-
end" to assure that each item is tested in its final complete environment.
For mission critical systems, as of March 31, 1999, the phases described above
were at the following percentages of completion: Analysis - 100%; Remediation -
100%; Unit Testing - 100%.  The most recent information regarding Integration
Testing is as of April 26, 1999. At that date, Integration Testing was 85%
complete.  EUA is on schedule to achieve Year 2000 readiness for 100% of
mission critical projects by June 30, 1999.  For non-I/T projects, as of the
end of April 1999, approximately 99% are either Year 2000 ready or not affected
by the Year 2000.  The remaining items are in the process of being remediated
and tested and are scheduled to be Year 2000 ready by June 30, 1999.

     EUA has an ongoing process to identify and assess the Year 2000 readiness
of third parties with which it has 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 a significant majority of
the 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.  Where necessary, contingency plans
will be developed.  This process is on schedule to be completed by June 30,
1999. All critical vendors except one are Year 2000 ready or on schedule to be
ready by December 31, 1999. The single exception is the municipality which
provides infrastructure services to EUA Service Corporation. Contingency plans
are in the process of being developed for services provided by this
municipality, as well as for all other critical vendors. Such plans will
identify workarounds for any critical vendor for which there is not an
alternative source.

Costs to Address EUA's Year 2000 Issues:

     Through March 31, 1999, EUA has incurred costs of approximately $4.7
million to address Year 2000 issues, including approximately $2.6 million of
non-incremental labor, $1.2 million of capital expenditures and $900,000 of
consulting and other costs.  Due to their nature, the capital expenditures and
the consulting and other costs are not allocable to the various phases of EUA's
Year 2000 Program identified above; however, the $2.6 million in non-
incremental labor costs can be assigned to particular phases of the Company's
Year 2000 project, in the following amounts: Analysis - $600,000; Remediation -
$550,000; Unit Testing - $550,000; and Integration Testing - $900,000.  EUA
estimates it will incur  additional costs approximating $5.3 million during the
period January 1, 1999 through March 31, 2000, to complete its resolution of
Year 2000 issues including approximately $3.8 million of non-incremental labor,
$500,000 of capital expenditures and $1.0 million of consulting and other
costs. Again, due to the nature of the capital, consulting and other costs,
they are generally not allocable to particular phases of EUA's Year 2000
Program; however, certain non-incremental labor costs may be assigned as
follows: Integration Testing - $2.6 million. In addition, EUA estimates it will
incur approximately $1.2 million in non-incremental labor costs during the
period July 1, 1999 through March 31, 2000 for Year 2000 related activities
such as: retesting, documentation review, communications outreach and customer
and vendor awareness programs, training, maintaining a "clean room"
environment, transition weekend preparations, transition weekend activities,
and post-transition weekend problem resolution.  Because 70% of the total
estimated costs associated with the Year 2000 issue relate to non-incremental
internal labor, management continues to believe that the Year 2000 will not
present a material incremental impact to future operating results or financial
condition.

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 to 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 are either
Year 2000 ready now, or on schedule to become Year 2000 ready, by 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 have been
established and are responsible for developing contingency plans. The overall
strategy will be 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.  Preliminary plans were developed by March 31, 1999.  Final plans are
scheduled to be in place and ready to implement, if necessary, by June 30,
1999.

Summary:

     The amount of effort and resources necessary to address Year 2000 issues
and make EUA Year 2000 ready is significant. There are dedicated teams in place
to ensure EUA's transition into the next century occurs with minimal
disruption. By the end of December 1998, EUA had the equivalent of twenty full
time employees working on its Year 2000 project.  Beginning in 1999,
during peak times, up to 7 contract programmers have been added to help EUA's
permanent IT staff deal with internal Year 2000 activities. Also, more than 12
vendor-provided IT professionals have been used to help with various short
duration Year 2000 projects specifically targeting that vendor's products.
EUA's Year 2000 program is on schedule and in accordance with timetables and
progress points published by the North American Electric Reliability Council.
In addition, EUA is utilizing outside technical consultants and other experts
to help ensure that its Year 2000 program remains on schedule and effective and
that risk and resource issues are appropriately assessed and addressed.
Management believes EUA's Year 2000 project is well managed and has the
appropriate resources and plans in place to ensure the Company is 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 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

     See "Note C - Commitments and Contingencies: Recent Nuclear Regulatory
Commission (NRC) Actions" 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.

      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.

     In general, the EUA System companies support the changes to NEPOOL because
much of the cross-subsidies for sharing costs will be eliminated. These changes
will have an impact on the Company's operating revenues and costs as NEPOOL
transitions from a cost-based to a bid-based system.

Item 6.  Exhibits and Reports on Form 8-K

     (a) Exhibits - None

     (b) Reports on Form 8-K - On February 5, 1999, the Registrant filed a
         current report on Form 8-K with respect to Item 5 (Other Events).

         Reports on Form 8-K - On January 5, 1999, the Registrant filed a
         current report on Form 8-K with respect to Item 5 (Other Events).



                             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:  May 14, 1999                     /s/Clifford J. Hebert, Jr.
                                              Clifford J. Hebert, Jr.
                                        (on behalf of the Registrant and
                                        as Principal Financial Officer)