POS AMC

                               File No. 70-6583


              SECURITIES AND EXCHANGE COMMISSION (COMMISSION)

                          Washington, D.C.  20549

                      POST-EFFECTIVE AMENDMENT NO. 13

                                    TO

                                 FORM U-1

                          APPLICATION-DECLARATION
            WITH RESPECT TO ISSUE AND SALE OF ADDITIONAL COMMON
            SHARES UNDER DIVIDEND REINVESTMENT AND COMMON SHARE
                               PURCHASE PLAN

                                   UNDER

              THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                                (the "Act")

                       EASTERN UTILITIES ASSOCIATES
                P.O. BOX 2333, BOSTON, MASSACHUSETTS 02107
                  (Name of company filing this statement
                and address of principal executive office)

                       EASTERN UTILITIES ASSOCIATES
              (Name of top registered holding company parent)

                     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, ESQ.
                          McDermott, Will & Emery
                              75 State Street
                                16th Floor
                       Boston, Massachusetts  02107

Post-Effective Amendment No. 12 is hereby amended in its entirety to read
as follows:

ITEM 1.   DESCRIPTION OF PROPOSED TRANSACTIONS.

Item 1 is amended by adding the following:

     (31) Pursuant to prior orders of the Commission, EUA has been
authorized to issue and sell, and purchase on the open market and sell,
from time to time, through December 31, 1994, up to 5,800,000 of its
authorized but unissued common shares pursuant to the Plan.  See File Nos.
70-6364 and 70-6583 for the Commission's orders (Holding Company Act
Release No. 21329, dated December 6, 1979, Release No. 22039 dated May 5,
1981, Release No. 22685, dated November 1, 1982, Release No. 23421 dated
September 14, 1984, Release No. 24087 dated May 6, 1986, Release No. 24747
dated November 17, 1988, Release No. 25166 dated October 12, 1990 and
Release No. 25568 dated July 1, 1992) with respect to the Plan.  As of
November 1, 1994, EUA had issued and sold 5,259,393 of its authorized
common shares pursuant to the Plan.  Shares purchased by the participants
under the Plan will generally be either (i) shares originally issued out of
the shares authorized but not yet issued under EUA's Declaration of Trust
or (ii) at the direction of EUA, shares purchased on the open market by the
Agent through the application of dividends and optional cash payments from
participants or other funds made available by EUA Subject to applicable
regulatory requirements.

     (32) EUA proposes to issue and sell (or, in the case of shares
purchased on the open market, to purchase and sell) from time to time up to
December 31, 1997, the 540,607 common shares remaining from the 5,800,000
shares previously authorized, plus a maximum of 1,000,000 additional common
shares.  For common shares purchased directly from EUA, the price per share
of the shares credited to a participant's account (whether through
reinvestment of dividends or cash payments) will be 100% of the average of
the closing sales prices of EUA's common shares as reported by The Wall
Street Journal as composite transactions during the last five trading days
immediately preceding the Investment Date.  For common shares purchased on
the open market, the price per share of the shares credited to a
participant's account (whether through reinvestment of dividends or cash
payments) will be the weighted average of the price paid by the Agent for
all shares purchased.  For each month in which a dividend is payable, the
Investment Date is the dividend payment date for such month.  For each
month in which a dividend is not payable, the Investment Date is the
fifteenth day of such month.

     (33) The proceeds from the sale of common shares under the Plan will
be added to EUA's general funds and will be used for any or all of the
following purposes:  investment in EUA's subsidiaries, through purchases of
additional shares of their capital stocks, capital contributions, loans, or
open-account advances; payment of any indebtedness of EUA; and/or EUA's
general corporate purposes.


ITEM 2.   FEES, COMMISSIONS, AND EXPENSES

     The estimated fees, commissions and expenses to be paid or incurred
directly or indirectly in connection with the additional shares which are
the subject of this post-effective amendment will be supplied by amendment.

ITEM 5.   PROCEDURE

Item 5 is amended by adding the following:

     (15) EUA requests that the Commission issue its order on this Post-
Effective Amendment on the earliest practicable date.

     (16) It is not considered necessary that there be a recommended
decision by a hearing officer or by any other responsible officer of the
Commission.  The Division of Investment Management may assist in the
preparation of the Commission's decision, and it is believed that a 30-day
waiting period between the issuance of the Commission's order and the date
on which it is to become effective would not be appropriate.

ITEM 6.   EXHIBITS AND FINANCIAL STATEMENTS (* filed herewith)

(a)  Exhibits.

     Exhibit C-6    Form of Registration Statement on Form S-3 relating to
                    1,000,000 additional EUA common shares to be sold under
                    the Plan, excluding all exhibits and consents (to be
                    filed by amendment).

     Exhibit F-7    Opinion of McDermott, Will & Emery

     *Exhibit H-6   Proposed Form of Notice

(b)  Financial Statements.

     Financial Statements are not included in this Post-Effective Amendment
     because they are not necessary for a proper disposition by the
     Commission of the proposed transactions.

Item 7.   INFORMATION AS TO ENVIRONMENTAL EFFECTS

     The transactions described in Item I do not involve major Federal
action significantly affecting the quality of the human environment.  No
Federal agency has prepared or is preparing an environmental impact
statement with respect to the proposed transactions.


                                 SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, EUA has duly caused this amendment to be signed on its behalf by
the undersigned thereunto duly authorized.

                                        EASTERN UTILITIES ASSOCIATES


                                        By: /s/ Clifford J. Hebert, Jr.
                                            Clifford J. Hebert, Jr.
                                            Treasurer

Dated:  November 3, 1994

EX-99

                                Exhibit H-6


                         (PROPOSED FORM OF NOTICE)

                    SECURITIES AND EXCHANGE COMMISSION
                      (Release No. 35-     , 70-6583)

     Eastern Utilities Associates ("EUA"), a registered holding company,
has filed Post-Effective Amendment No. 13 to an application-declaration
with this Commission pursuant to Sections 6(a), 7, and 12(c) of the Public
Utility Holding Company Act of 1935 (the "Act") and Rule 42 promulgated
thereunder.

     By prior orders of the Commission, EUA has been authorized to issue
and sell, and purchase on the open market and sell, from time to time,
through December 31, 1994, up to 5,800,000 of its authorized but unissued
common shares pursuant to its Dividend Reinvestment and Common Share
Purchase Plan (the "Plan").  See File Nos. 70-6364 and 70-6583 for the
Commission's orders (Holding Company Act Release No. 21329, dated December
6, 1979, Release No. 22039 dated May 5, 1981, Release No. 22685, dated
November 1, 1982, Release No. 23421 dated September 14, 1984, Release No.
24087 dated May 6, 1986, Release No. 24747 dated November 17, 1988, Release
No. 25166 dated October 12, 1990 and Release No. 25568 dated July 1, 1992)
with respect to the Plan.  As of November 1, 1994, EUA had issued and sold
5,259,393 of its authorized common shares pursuant to the Plan.

     EUA now proposes to issue and sell (or, in the case of shares
purchased on the open market, to purchase and sell) from time to time up to
December 31, 1997, the 540,607 common shares remaining from the 5,800,000
shares previously authorized, plus a maximum of 1,000,000 additional common
shares.  For common shares purchased directly from EUA, the price per share
of the shares credited to a participant's account (whether through
reinvestment of dividends or cash payments) will be 100% of the average of
the closing sales prices of EUA's common shares as reported by The Wall
Street Journal as composite transactions during the last five trading days
immediately preceding the Investment Date.  For common shares purchased on
the open market, the price per share of the shares credited to a
participant's account (whether through reinvestment of dividends or cash
payments) will be the weighted average of the price paid by the Agent for
all shares purchased.

     NOTICE IS FURTHER GIVEN that any interested person may, not later than
_________, 1994, request in writing that a hearing be held on such matter,
stating the nature of his interest, the reasons for such request, and the
issues of fact or law raised by said application/declaration which he
desires to controvert; or he may request that he be notified if the
Commission should order a hearing thereon.  Any such request should be
addressed:  Secretary, Securities and Exchange Commission, 450 5th Street,
N.W., Judiciary Plaza, Washington, D.C. 20549.  A copy of such request
should be served personally or by mail upon the applicant/declarant at the
above-stated address and proof of service (by affidavit or, in case of an
attorney at law, by certificate) should be filed with the request.  At any
time after said date the application/declaration, as filed or as it may be
amended, may be granted and permitted to become effective as provided in
Rule 23 of the General Rules and Regulations promulgated under the Act, or
the Commission may grant exemption from such rules as provided in Rules
20(a) and 100 thereof or take such other action as it may deem appropriate.
Persons who request a hearing or advice as to whether a hearing is ordered
will receive any notices and orders issued in this matter, including the
date of the hearing (if ordered) and any postponements thereof.

     For the Commission, by the Division of Corporate Regulation, pursuant
to delegated authority.


                                   Secretary