SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   Form 10-K/A
(Mark One)
     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                             EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 1998
                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

   Commission          Registrants, State of Incorporation     I.R.S. Employer
   File Number         Address; and Telephone Number           Identification
   No.

   1-5366              EASTERN UTILITIES ASSOCIATES            04-1271872
                       (A Massachusetts voluntary association)
                       One Liberty Square
                       Boston, Massachusetts  02109
                       Telephone (617) 357-9590

   0-2602              Blackstone Valley Electric Company      05-0108587
                       (A Rhode Island Corporation)
                       750 W. Center Street
                       West Bridgewater, Massachusetts 02379
                       Telephone (508) 559-1000

   0-8480              Eastern Edison Company                  04-1123095
                       (A Massachusetts Corporation)
                       750 W. Center Street
                       West Bridgewater, Massachusetts 02379
                       Telephone (508) 559-1000

             Securities registered pursuant to Section 12(b) of the Act:

                                                     Name of each Exchange
   Registrant          Title of Each Class           on which registered

   Eastern Utilities   Common Shares,                New York Stock Exchange
   Associates          par value $5 per share        Pacific Stock Exchange

             Securities registered pursuant to Section 12(g) of the Act:

   Registrant          Title of Each Class

   Blackstone Valley   4.25% Non-Redeemable Preferred Stock,
   Electric Company    $100 Par Value

                       5.60% Non-Redeemable Preferred Stock,
                       $100 Par Value

   Eastern Edison      6.625% Redeemable Preferred Stock,
   Company             $100 Par Value


Indicate by check mark whether the registrants (1) have 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
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.  Yes  [X]  No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the
best of registrants' knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates of
the registrants.  As of  March 15, 1999:

Eastern Utilities Associates Common Shares, $5 par value - $579,871,415

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

  Eastern Utilities Associates Common Shares
     Outstanding at March 15, 1999: 20,435,997
  Blackstone Valley Electric Company Common Shares
     Outstanding at March 15, 1999:   184,062
  Eastern Edison Company Common Shares
     Outstanding at March 15, 1999: 2,339,401

Portions of the Annual Reports to Shareholders of Eastern Utilities Associates,
Blackstone Valley Electric Company, and Eastern Edison Company for the year
ended December 31, 1998, are incorporated by reference into Part II.  Portions
of the Eastern Utilities Associates Proxy Statement, to be filed on or about
April 14, 1999 are incorporated by  reference into Part III.



                                EXPLANATORY NOTE

     Eastern Utilities Associates hereby amends its Annual Report on Form 10-K
for the year ended December 31, 1998 to reflect changes to Part II, Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, and Part II, Item 8. Financial Statements and Supplementary Data.
These items incorporate by reference the Management's Discussion and Analysis
of Financial Condition and Review of Operations and the Notes to Consolidated
Financial Statements contained in the 1998 Eastern Utilities Associates Annual
Report to Shareholders, filed as Exhibit 13-1.03 of the 1998 Form 10-K.  Except
for the Items identified below, the content of the Registrants' original 1998
Form 10-K filed on March 31, 1999 is otherwise unchanged.


                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrants have duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                   EASTERN UTILITIES ASSOCIATES

                                   By: /s/ John R. Stevens
                                   President and Chief Operating Officer
                                   (Principal Accounting Officer)



                                   BLACKTONE VALLEY ELECTRIC

                                   By: /s/ John R. Stevens
                                   Vice Chairman and Director
                                   (Principal Accounting Officer)


                                   EASTERN EDISON COMPANY

                                   By: /s/ John R. Stevens
                                   Vice Chairman and Director
                                   (Principal Accounting Officer)

April 16, 1999




Part II - Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations

     The EUA information required by this item is incorporated herein by
reference to pages 10 through 24 of the 1998 EUA Annual Report to Shareholders,
amended as follows:

Below is the section captioned "EXPENSES - Other Income (Deductions) -Net" from
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the 1998 EUA Annual Report to Shareholders.

"Other Income (Deductions) - Net:  Other Income and (Deductions) - Net
decreased by approximately $6.0 million, or 55.0% in 1998 as compared to 1997.
This decrease is due largely to the absence of the impacts of the 1997 power
marketing joint venture termination and the 1997 favorable resolution of a
Massachusetts corporate income tax dispute.  Also contributing to the 1998
decrease were non-operating expenses of $2.5 million related to Montaup's
divestiture efforts and approximately $800,000 of expenses related to
opposition of a 1998 Massachusetts referendum to repeal deregulation
legislation. Other Income and (Deductions) - Net increased approximately $5.9
million in 1997.  This was primarily due to the net positive impact of the
power marketing joint venture termination in 1997, increased interest income
related to the favorable resolution of a Massachusetts corporate income tax
dispute in 1997, and the impact of changes to the EUA Cogenex pension and post-
retirement welfare benefit plans offset by gains recorded in 1996 from the sale
of Seabrook II equipment jointly owned by Montaup."

This section is hereby amended to add the following to the end of the original
passage:

"The tax issue in question relates to a 1989 Massachusetts State income tax
audit which assessed tax liability for certain intercompany transactions.  In
order to contest the tax assessment, EUA paid the disputed tax liability in
1989.  Final resolution of this matter was reached in 1997 in favor of EUA.
The disputed tax amount, along with related interest, was returned to EUA in
1997.  The one-time benefit to 1997 earnings relates to the interest portion of
the refund."

     Below are the second and third paragraphs of the section captioned "THE
YEAR 2000 ISSUE - EUA's State of Readiness" from Management's Discussion and
Analysis of Financial Condition and Results of Operations of the 1998 EUA
Annual Report to Shareholders.

"EUA has adopted a four phase approach in addressing information technology
(IT) issues.  As of January 31, 1999, each phase was at the following
percentage of completion: analysis - 100%; remediation - 79%; unit testing -
78%; and integrated testing - 11%.  EUA is on schedule to achieve Year 2000
readiness for 100% of mission critical projects by June 30, 1999.  For non-IT
projects, approximately 90% 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.  Where necessary,
contingency plans will be developed.  This process is on schedule to be
completed by June 30, 1999."

These paragraphs are hereby replaced with the following:

"EUA has adopted 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
services, 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.  As of January 31, 1999, each phase described above was at the
following percentage of completion: Analysis-100%; Remediation-79%;  Unit
Testing-78%; Integration Testing-11%.  EUA is on schedule to achieve Year 2000
readiness for 100% of mission critical projects by June 30, 1999.  For non-IT
projects, approximately 90% 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.

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
                the 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 Y2K ready or inert. 3.7% must be tested -- any
                failing will be replaced.


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
as critical, important or convenient.  Approximately 150 vendors were
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, telephone inquiries, review of vendor literature, review of
regulatory agency filings and web site reviews.  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 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."


     Below is the section captioned "THE YEAR 2000 ISSUE - Costs to Address
EUA's Year 2000 Issues" from Management's Discussion and Analysis of Financial
Condition and Results of Operations of the 1998 EUA Annual Report to
Shareholders.

"Through December 31, 1998, EUA has incurred costs of approximately $3.0
million to address Year 2000 issues, including approximately $1.5 million of
non-incremental labor, $1.2 million of capital expenditures and $300,000 of
consulting and other costs.  EUA estimates it will incur additional costs
approximating $7.0 million during the period January 1, 1999 through March 31,
2000, to complete its resolution of Year 2000 issues including approximately
$5.5 million of non-incremental labor, $500,000 of capital expenditures and
$1.0 million of consulting and other costs.  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."

This section is hereby restated as follows:

"Through December 31, 1998, EUA has incurred costs of approximately  $3.0
million to address Year 2000 issues, including approximately $1.5 million of
non-incremental labor, $1.2 million of capital expenditures and $300,000 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 $1.5 million 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--
$400,000; Unit Testing--$400,000; and Integration Testing--$100,000.  EUA
estimates it will incur additional costs approximating $7.0 million during the
period January 1, 1999 through March 31, 2000, to complete its resolution of
Year 2000 issues, including approximately $5.5 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:  Remediation--$150,000; Unit Testing--$150,000; Integration Testing--
$4 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."


     Below are the second and third paragraphs of the section captioned "THE
YEAR 2000 ISSUE - Risks of EUA's Year 2000 Issues" from Management's Discussion
and Analysis of Financial Condition and Results of Operations of the 1998 EUA
Annual Report to Shareholders.

"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 made direct contact with representatives of the telephone
companies on which EUA depends, each of which anticipates being Year 2000 ready
and devoid of major system failures.

No other significant reasonably likely failure scenarios stemming solely from
Year 2000 related problems 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."

These paragraphs are hereby replaced with the following:

"In addition, dependable voice and data telecommunications are critical to
EUA's ongoing operations.  EUA's internal telecommunications 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
Year 2000 related problems 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."

     Below is the section captioned "THE YEAR 2000 ISSUE - Summary" from
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the 1998 EUA Annual Report to Shareholders.

"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.  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 EUA's Year 2000 program remains on
schedule and effective.  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."

This section is hereby restated as follows:

"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 time tables and
program 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."

Part II - Item 8.  Financial Statements and Supplementary Data

     The EUA information required by this item is incorporated herein by
reference to pages 26 through 41 of the 1998 EUA Annual Report to Shareholders,
amended as follows:

Below is the first paragraph of the section captioned "Operating Revenues" of
Footnote A, Nature of Operations and Summary of Significant Accounting Policies
from the Notes to Consolidated Financial Statements of the 1998 EUA Annual
Report to Shareholders.

"Operating Revenues:  Utility revenues are based on billing rates authorized by
applicable federal and state regulatory commissions.  Eastern Edison Company
(Eastern Edison), Blackstone Valley Electric Company (Blackstone) and Newport
Electric Corporation (Newport) (collectively, the Retail Subsidiaries) accrue
the estimated amount of unbilled revenues at the end of each month to match
costs and revenues more closely.  Montaup recognizes revenues when billed.  In
1998, Montaup and the Retail Subsidiaries also began recording revenues in an
amount management believes to be recoverable pursuant to provisions of approved
settlement agreements and enabling state legislation."

This paragraph is hereby amended to add the following to the end of the
original passage:

"Provisions of the approved restructuring settlement agreements in conjunction
with accounting provisions of SFAS 71 allow Montaup and the retail subsidiaries
to accrue and/or defer revenue related to the future recovery of certain items.
Montaup has accrued revenues and recorded associated regulatory assets and
liabilities for certain items during 1998 commencing with the implementation of
the aforementioned settlement agreements and billing of the Contract
Termination Charge (CTC), January 1, 1998 in Rhode Island and March 1, 1998 in
Massachusetts. Montaup was authorized to accrue an amount of lost revenue equal
to the difference in revenues Montaup would have collected under its previously
approved rates and revenues collected pursuant to the settlement agreements.
The settlements also provide Montaup with a nuclear PBR provision under which
Montaup normalizes expenses and revenues for 80% of going forward operations of
Montaup's nuclear interests. Montaup was also allowed to accrue a return
enhancement related to stranded investments charged to its Rhode Island retail
affiliates during the generation divestiture period as an incentive to divest.
Also, Montaup is normalizing the difference between GAAP depreciation expense
on generation plant assets prior to divestiture and the recovery level included
in the settlement agreements.  Montaup has also accrued revenue related to the
two-month delay in implementing the Massachusetts settlement agreement from
January 1, 1998 to March 1, 1998.  Finally, Montaup normalizes for the
difference in actual versus estimated CTC variable components costs and
revenues.

Settlement provisions and SFAS 71 also provide for Eastern Edison to accrue
revenue equal to the approved deferral of standard offer costs which will be
collected in the future.

The following table reflects the nature and amount of accrued and/or deferred
revenue and the associated balance sheet placement.

                             Amount        Balance
                            Accrued        Sheet
                         (Deferred)        Placement
                              $000

Lost revenue               $ 18,527        Other Asset/Accrued CTC Assets
Mass. Delay Credit              768        Other Asset/Accrued CTC Assets
R.I. Return True-up           1,970        Other Asset/Accrued CTC Assets
Depr. Norm. (12 yr S/L vs.
     CTC Level)              10,933        Other Asset/Accrued CTC Assets
Depr. Norm  (GAAP vs.
      12 yr S/L)            (14,294)       Other Liab./Reg. Liab.
Nuclear PBR                   3,933        Other Asset/Other Reg.  Assets
CTC Variable
      Component Norm.       (23,793)       Other Liab./Reg. Liab.
Eastern Edison Standard
     Offer Deferral           8,782        Other Accts. Rec./Reg. Assets"



     Below is the first paragraph of the section captioned "Regulatory
Accounting" of Footnote A, Nature of Operations and Summary of Significant
Accounting Policies from the Notes to Consolidated Financial Statements of the
1998 EUA Annual Report to Shareholders.

"Regulatory Accounting:  Core Electric companies are subject to certain
accounting rules that are not applicable to other industries.  These accounting
rules allow regulated companies, in appropriate circumstances, to establish
regulatory assets and liabilities which defer the current financial impact of
certain costs that are expected to be recovered in future rates.  In light of
approved restructuring settlement agreements and restructuring legislation in
both Massachusetts and Rhode Island, EUA has determined that Montaup no longer
will apply the provisions of Financial Accounting Standards Board's (FASB)
Statement of Financial Accounting Standards No. 71 (FAS71), "Accounting for the
Effects of Certain Types of Regulation" for the generation portion of its
business.  Due to the recoverability of regulatory assets granted in the
approved restructuring plans, EUA believes that the discontinuation of FAS71
for the generation portion of Montaup's business will not have a material
impact on EUA's results of operation or financial condition.  EUA believes its
transmission and retail distribution businesses continue to meet the criteria
for continued application of FAS71."

This paragraph is restated as follows:

"Regulatory Accounting:  Core Electric companies are subject to certain
accounting rules that are not applicable to other industries.  These accounting
rules allow regulated companies, in appropriate circumstances, to establish
regulatory assets and liabilities which defer the current financial impact of
certain costs that are expected to be recovered in future rates.  In light of
approved restructuring settlement agreements and restructuring legislation in
both Massachusetts and Rhode Island, EUA has determined that Montaup no longer
will apply the provisions of Financial Accounting Standards Board's (FASB)
Statement of Financial Accounting Standards No. 71 (FAS71), "Accounting for the
Effects of Certain Types of Regulation" for the generation portion of its
business.  Montaup ceased applying SFAS 71 to its ongoing generation portion of
its business effective January 1, 1998.  Approved restructuring settlement
agreements with parties in Massachusetts and Rhode Island, the two states in
which Montaup operates, allow Montaup full recovery or stranded generation
investments as of December 31, 1997 and as such Montaup incurred no asset
impairment.  As disclosed in Footnote A under the caption "GENERATION
DIVESTITURE", Montaup has agreements to divest all of its generation assets and
power purchase agreements with the exception of its 4.0% (46mw) ownership
interest in the Millstone 3 nuclear station and is 12 mw entitlement from the
Vermont Yankee nuclear unit.  Post-divestiture ongoing generation operations
will include the two aforementioned nuclear units in which Montaup will
continue to have an interest.  The approved settlement agreements also provide
Montaup with recovery of 100% of embedded nuclear investments as of December
31, 1997 and recovery of 80% of its post 1997 on going nuclear generation
operations.  Because only 20% of Montaup's remaining nuclear operations will no
longer be subject to the accounting treatment pursuant to SFAS 71 and would be
subject to market risk, Management believes that the discontinuation of SFAS 71
for Montaup's post-divestiture generation business will not have a material
impact on EUA's  results of operations or financial position.  EUA believes its
transmission and retail distribution businesses continue to meet the criteria
for continued application of FAS71."

     Below is the second paragraph of the section captioned "Environmental
Matters" of Footnote J, Commitments and Contingencies from the Notes to
Consolidated Financial Statements of the 1998 EUA Annual Report to
Shareholders.

"On December 13, 1994, the United States District Court for the District of
Massachusetts (District Court) issued a judgment against Blackstone, finding
Blackstone liable to the Commonwealth of Massachusetts (Commonwealth) for the
full amount of response costs incurred by the Commonwealth in the cleanup of a
by-product of manufactured gas at a site at Mendon Road in Attleboro,
Massachusetts.  The judgment also found Blackstone liable for interest and
litigation expenses calculated to the date of judgment.  The total liability is
approximately $5.9 million, including approximately $3.6 million in interest
which had accumulated since 1985.  Due to the uncertainty of the ultimate
outcome of this proceeding and anticipated recoverability, Blackstone recorded
the $5.9 million District Court judgment as a deferred charge.  This amount is
included with Other Assets on the Consolidated Balance Sheet at December 31,
1998 and 1997."

This paragraph is hereby replaced with the following:

"On December 13, 1994, the United States District Court for the District of
Massachusetts (District Court) issued a judgment against Blackstone, finding
Blackstone liable to the Commonwealth of Massachusetts (Commonwealth) for the
full amount of response costs incurred by the Commonwealth in the cleanup of a
by-product of manufactured gas at a site at Mendon Road in Attleboro,
Massachusetts.  The judgment also found Blackstone liable for interest and
litigation expenses calculated to the date of judgment.  The total liability is
approximately $5.9 million, including approximately $3.6 million in interest
which had accumulated since 1985.  Due to the uncertainty of the ultimate
outcome of this proceeding and anticipated recoverability whether through
rates, insurance providers or other parties, Blackstone recorded an asset for
the amount funded under the escrow agreement (discussed below) consistent with
provisions of SFAS 5, specifically paragraphs 3, 10, and 13 and SFAS 71,
specifically paragraphs 3 and 9.  This amount is included with Other Assets on
the Consolidated Balance Sheets at December 31, 1998 and 1997.  Should the EPA
determine the substance to be non-toxic, the company may be able to retain the
entire escrowed amount and would relieve both the asset and liability from its
balance sheet at that time.  However should the EPA determine that the
substance is hazardous, the company would amortize its asset, net of amounts
recovered through insurance proceeds or from other parties, over a five year
period in accordance with the company's established rate recovery mechanisms of
similar costs."

The section captioned "Other" of Footnote J, Commitments and Contingencies from
the Notes to Consolidated Financial Statements of the 1998 EUA Annual Report to
Shareholders is amended to add the following additional language at the end of
the original Footnote J:

"Cogenex Settlement - EUA Cogenex recorded an after-tax charge of $2.1 million
to earnings related to an arbitration panel's decision in a matter involving
the 1995 sale of a portfolio of cogeneration units by EUA Cogenex to
Ridgewood/Mass Power Partners, et al (Ridgewood).  Ridgewood claimed that
financial and other warranties in the purchase and sale agreement had been
breached.  EUA Cogenex entered counterclaims seeking recovery of costs of
certain services performed for Ridgewood.  The arbitration panel found for the
buyer on some of the warranty claims, and awarded damages of approximately $2.6
million plus interest.  EUA Cogenex was awarded approximately $400,000 plus
interest on its counterclaim.  EUA Cogenex paid the arbitration panel's net
award less interest and recorded this charge to earnings during the fourth
quarter of 1998.  EUA Cogenex continues to contest the panel's findings with
respect to the interest and legal fees.

Termination of Power Marketing Joint Venture - In the third quarter of 1997,
EUA announced the termination of a power marketing joint venture with an
affiliate of Duke Energy Corporation, the establishment of contingency reserves
related to certain of its energy-related business activities and other
expenses.  Collectively, these actions resulted in a net after-tax gain of $1.5
million in third quarter 1997 earnings.  The gross pre-tax gain related to the
joint venture termination was $6.6 million.  The gain was offset by contingency
reserves for EUA's non-core business operations, industry restructuring
matters, the Millstone 3 outage, interest and insurance aggregating $4.4
million.  Also, EUA recorded expenses of $200,000 related to industry
restructuring efforts."