U-1/A

                                             File No. 70-8633



                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                  AMENDMENT NO. 1
                                        TO
                                     FORM U-1

                  DECLARATION WITH RESPECT TO SPECIAL MEETING OF
              HOLDERS OF PREFERRED STOCK AND SOLICITATION OF PROXIES
                              IN CONNECTION THEREWITH

                                       under

                  The Public Utility Holding Company Act of 1935


                        Blackstone Valley Electric Company
                         Washington Highway, P.O. Box 1111
                            Lincoln, Rhode Island 02865

                      (Name of company filing this statement
                    and address of principal executive offices)


                           EASTERN UTILITIES ASSOCIATES

      (Name of top registered holding company parent of declarant)

                        Clifford J. Hebert, Jr., Treasurer
                           Eastern Utilities Associates
                                   P.O. Box 2333
                            Boston, Massachusetts 02107

                      (Name and address of agent for service)


         The Commission is requested to mail signed copies of all
                     orders, notices and communications to:

                             Arthur I. Anderson, P.C.
                              McDermott, Will & Emery
                                  75 State Street
                           Boston, Massachusetts  02109


I.   DESCRIPTION OF PROPOSED TRANSACTIONS

The last paragraph under Item I of the declaration hereby is

amended to read as follows:

"No associate company or affiliate of BVEC or any affiliate of

any such associate company has any material interest, directly or

indirectly, in the proposed transactions.  Neither BVEC nor any

associate company or affiliate of BVEC or any affiliate of any

such associate has acquired an ownership interest in any exempt

wholesale generator ("EWG") or any foreign utility company

("FUCO") as defined in Sections 32 and 33 of the Act, or now is

or as a consequence of the transactions proposed herein will

become a party to or has or will as a consequence of the

transactions proposed herein have any right under a service,

sales or construction contract with an EWG or FUCO, except in

accordance with the provisions of the Act."



II.  FEES, COMMISSIONS AND EXPENSES

Item II of the declaration hereby is amended to read in its

entirety as follows:



1.  The estimated fees, commissions, and expenses paid or

incurred, or to be paid or incurred, directly or indirectly, by

the declarant in connection with the proposed transactions are as

follows:



          *Securities and Exchange Commission Fee      $ 2,000

           Services and Expenses of EUA Service

               Corporation (at cost)                   $ 2,500

           Fees and Expenses of Company Counsel        $14,500

           Fees and Expenses of Transfer Agent

               and Registrar                           $ 3,000



           Total                                       $22,000

               *Actual



VI.  EXHIBITS AND FINANCIAL STATEMENTS

(a)  Exhibits.

(*) Denotes filed herewith.

A.   Preferred Stock Provisions of BVEC.  (Exhibit A to the
     Company's Declaration on Form U-1, File No. 70-7154).

B.   None.

C.   None.

D.   None.

E.   Not applicable.

F.   Opinion of Counsel.*

G-1. Notice and Proxy Statement to be furnished by BVEC to
     holders of its Preferred Stock with respect to solicitation
     of proxies.

G-2. Form of Proxy to be signed by holders of Preferred Stock.

H.   Proposed Form of Notice.


(b)  Financial Statements.


     Financial Statements of BVEC are being omitted since they

are not considered necessary to the proper disposition of the

transactions contemplated herein.  Certain financial statements

of BVEC for the years 1993 and 1994 are included in BVEC's Form

10-K for the year ended December 31, 1994 on file with the

Commission (File No. 0-2602) and unaudited financial statements

for the quarter ended March 30, 1995 will be included in BVEC's

proxy statement to be furnished to its Preferred Shareholders.



                                     SIGNATURE

     Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, the undersigned company has duly caused this

statement to be signed on its behalf by the undersigned thereunto

duly authorized.

                         BLACKSTONE VALLEY ELECTRIC COMPANY



Dated: June 14, 1995     By:  /s/ Clifford J. Hebert, Jr.
                              Clifford J. Hebert, Jr.
                              Treasurer

EX-5

                                   June 13, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C.  20549


     Re:  File No. 70-8633 -- Blackstone Valley Electric Company
          Declaration with Respect to Special Meeting of Holders
          of Preferred Stock and Solicitation of Proxies in
          Connection Therewith

Ladies and Gentlemen:

     As counsel for Blackstone Valley Electric Company (the
"Company"), we are furnishing this opinion to be used in
connection with the declaration on Form U-1 under the Public
Utility Holding Company Act of 1935 (the "Act") filed by the
Company with the Securities and Exchange Commission (the
"Commission") on May 10, 1995, File No. 70-8633, as amended (the
"Declaration").  In the Declaration, the Company requests
Commission authorization (i) to hold a special meeting of the
Company's preferred stockholders (the "Special Meeting") to act
upon a proposal to extend, for an additional five (5) year
period, the authorization first adopted on October 8, 1985, by
the preferred stockholders, and subsequently extended on
September 27, 1990, to permit the Company to issue or assume
unsecured indebtedness having maturities of less than ten (10)
years in excess of the 10% limitation thereon contained in a vote
of the Company's stockholders on November 19, 1956, and (ii) to
solicit proxies from the Company's preferred stockholders in
connection therewith.

     It is our opinion, subject to the assumptions hereinafter
stated, that in the event the transactions for which the Company
has requested authorization as described above (the "Proposed
Transactions") are consummated in accordance with the
Declaration:

           All state laws applicable to the Proposed Transactions
will have been complied with by the Company.


          The Company is a validly organized and duly existing
corporation under the laws of the State of Rhode Island.

     (c) No securities or assets are to be acquired pursuant to
the authority requested in the Declaration.

     (d)  The consummation of the Proposed Transactions will not
violate the legal rights of the holders of any of the securities
issued by the Company or any of its associate companies, Eastern
Utilities Associates ("EUA"), Eastern Edison Company ("Eastern
Edison"), Newport Electric Corporation ("Newport"), Montaup
Electric Company ("Montaup"), EUA Cogenex Corporation
("Cogenex"), EUA Cogenex-Canada Inc. ("Cogenex-Canada"), EUA
Service Corporation ("EUA Service"), EUA Energy Investment
Corporation ("EEIC"), Eastern Unicord Corporation ("Unicord"),
EUA Ocean State Corporation ("EUA Ocean State"), Ocean State
Power ("OSP I"), Ocean State Power II ("OSP II"), OSP Finance
Company ("OSP Finance"), EUA TransCapacity, Inc.
("TransCapacity"), TransCapacity Limited Partnership ("TCLP"),
Northeast Energy Management, Inc. ("NEM"), EUA Citizens
Conservation Services, Inc. ("CCS") and EUA Highland Corporation
("Highland").

     This opinion, in addition to being subject to the
consummation of the Proposed Transactions in accordance with the
Declaration, is also subject to the following additional
assumptions:

          the due approval of the proposal referred to above by
the affirmative vote of the holders of at least a majority of the
total number of outstanding shares of Preferred Stock of the Company
voting as one class at the meeting referred to above;

          compliance with such orders as the Commission may issue
from time to time upon the Declaration; and

          the accuracy of information furnished to us as to the
outstanding securities of the Company's associate companies, EUA,
Eastern Edison, Newport, Montaup, Cogenex, Cogenex-Canada, EUA
Service, EEIC, Unicord, EUA Ocean State, OSP I, OSP II, OSP
Finance, TransCapacity, TCLP, NEM, CCS and Highland.


     This opinion relates only to federal law and the laws of The
Commonwealth of Massachusetts, and we assume the substantial
similarity of all laws, statutes, regulations, rules and
ordinances of any other state, applicable to the Company or the
Proposed Transactions, to the laws, statutes, regulations, rules
and ordinances of The Commonwealth of Massachusetts.

     We consent to the use of this opinion in connection with the
Declaration filed with the Commission.

                              Very truly yours,



                              McDermott, Will & Emery