File No. 70-8769


                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                      POST EFFECTIVE AMENDMENT NO. 3

                                    TO

                                 FORM U-1

                 APPLICATION-DECLARATION WITH RESPECT TO
            THE ACQUISITION OF A SUBSIDIARY IN CONNECTION WITH
            THE PROVISION OF POWER MARKETING AND OTHER SERVICES

                                   UNDER

              THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                       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 of
                          applicant or 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, MA  02109

ITEM 1.   DESCRIPTION OF THE PROPOSED TRANSACTION.


     Introduction.

     (a)  Pursuant to an order issued by the Securities and Exchange

Commission (the "Commission") in this proceeding on March 14, 1996 (Release

No. 35-26493), the applicant, Eastern Utilities Associates ("EUA"), a

Massachusetts business trust and a registered holding company under the

Public Utility Holding Company Act of 1935 (the "Act") was authorized to

acquire a new subsidiary, EUA Energy Services, Inc. ("Energy Services")

which has a 30% ownership interest in Duke/Louis Dreyfus Energy Services

(New England) LLC ("D/LD"), a limited liability company formed

to provide energy services to customers in Connecticut, Maine,

Massachusetts, New Hampshire, Rhode Island and Vermont (the "Territory").

The remaining interest in D/LD is owned by Duke/Louis Dreyfus LLC, a Nevada

limited liability company.

     (b)  D/LD's business includes buying, selling and brokering electric

power and fuel.  D/LD's initial plans were to conduct its power marketing

activities in wholesale energy markets within the Territory.  D/LD intends

to sell energy to wholesale and retail customers to the extent permitted

without becoming an "electric utility company" or "gas utility company"

within the meaning of the definition of such terms in Sections 2(a)(3) and

(4) of the Act.  In its initial application, EUA requested that the

Commission reserve jurisdiction over possible future retail sales of

electricity and fuel, including gas, by D/LD.  In an order dated May 23,

1996 (Release No. 35-26519) D/LD was authorized to participate in the pilot

programs in Massachusetts and New Hampshire retail electric markets.  EUA

stated in its original application that various initiatives with respect to

competition in retail fuel markets, including gas, were also moving rapidly

and that D/LD may be in a position to pursue opportunities in the retail

fuel markets within the Territory.  D/LD now has the opportunity to

participate in the retail gas markets in the Territory by virtue of the

fact that various gas utility companies are instituting, or have

instituted, programs designed to provide certain of their customers with a

choice in gas suppliers.

     Programs.

     (c)  Gas companies in Massachusetts, Maine, New Hampshire and Rhode

Island have filed proposals, and are currently instituting programs, to

unbundle gas services.  The immediate method of unbundling such services is

taking the form of contracting with commercial and industrial customers to

provide transportation services, leaving such customers free to contract

with other suppliers of gas (Boston Gas Company, Mass. D.P.U. Docket #96-

50; Essex County Gas Company, Mass. D.P.U. Docket #96-70; Fall River Gas

Company, Mass. D.P.U. Docket #96-60; Northern Utilities, Inc., Maine P.U.

Docket #95-481; EnergyNorth Natural Gas, Inc., New Hampshire P.U. Docket

#DE 95-121;)(Note 1).  Most of those gas companies are offering firm

transportation services, although The Providence Gas Company (Rhode Island

P.U.C. Docket #23-44) is offering interruptible transportation services to

its customers with telemetering equipment.  Although there is some movement

towards phasing in the unbundling of gas services to residential customers

in the future (Boston Gas Company; Essex County Gas Company), only Bay

State Gas Company of Massachusetts is promising to file this year a

proposal for a residential unbundling pilot program.


     (d)  EUA hereby requests that the Commission authorize D/LD to buy,

sell and broker gas to the customers participating in the proposed and

instituted gas transportation programs described above and any similar

programs that are subsequently authorized in New England.  EUA believes

that the same reasons that the Commission used in its decision regarding

electric retail activity by D/LD apply to gas retail activity.  The

proposed activity by D/LD is necessary or appropriate in the public

interest or for the protection of investors or consumers and not

detrimental to the proper functioning of the integrated system of EUA

because (a) such activity will be in New England and (b) such activity may

promote greater competition and thus further the public interest.

     (e)  As required by rule 54, all applicable conditions contained in

rule 53(a) are, and assuming the consummation of the proposed transactions,

will be, satisfied and none of the conditions contained in rule 53(b) exist

or will exist as a result of the proposed transactions, making rule 53(c)

inapplicable.



ITEM 2.   FEES, COMMISSIONS, AND EXPENSES.

     The fees, Commissions and expenses of the Applicant expected to be

paid or incurred, directly or indirectly, in connection with the

transactions described will be filed by amendment.



ITEM 3.   APPLICABLE STATUTORY PROVISIONS.

     The sections of the Act and rules or exemptions thereunder that the

Applicant believes are or may be applicable to the transactions proposed

are set forth below:




Sale, purchase and/or brokering gas          Sections 9(a)(1); 10 and 11

by D/LD

     To the extent that the proposed transactions are considered by the

Commission to require authorization, approval or exemption under any

Section of the Act or rules thereunder, other than those specifically

referred to above, request for such authorization, approval or exemption is

hereby made.

ITEM 4.   REGULATORY APPROVALS.

     No state Commission and no Federal Commission has jurisdiction over

the proposed transactions.



ITEM 5.   PROCEDURE.

     (a)  In order to be in a position to carry out the proposed

transactions at the most advantageous time, the Applicant requests that the

Commission issue its order hereon on the earliest practical date.

     (b)  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 Office of Public Utility Regulation may assist in the

preparation of the decision of the Commission, and it is believed that a

thirty (30) day waiting period between the issuance of the order of the

Commission and the day on which the order is to become effective would not

be appropriate.

     (c)  In lieu of any other certificates pursuant to Rule 24 previously

prescribed by the Commission, Energy Services will file certificates with

the Commission pursuant to Rule 24 within 60 days after the end of each

calendar quarter to report transactions authorized under the Act in this

proceeding, and setting forth;


          (1)  a balance sheet as of the end of such quarter, and

     statements of income and expense and cash flow for such quarter and

     the twelve-months concluding as of the end of such quarter, for D/LD;

          (2)  a statement for such quarter of the amount of revenues of

     D/LD attributable to (i) buying, selling and brokering electric power,

     (ii) buying, selling and brokering fuel, and (iii) engineering,

     consulting, leasing and maintenance services (each stated separately);

          (3)  a statement for such quarter for D/LD of the Kilowatt hours

     marketed or sold as retail;

          (4)  a statement as to whether the D/LD has engaged in any

     derivative transactions during the quarter; and

          (5)  a description of the types and dollar amounts of services

     provided by EUA affiliates to Energy Services or D/LD during the

     period, identifying the type of service good or construction contract,

     the parties involved, and, if such transactions are not in compliance

     with Rules 90 and 91 under the Act, the basis for the pricing of such

     transactions.

ITEM 6.   EXHIBITS AND FINANCIAL STATEMENTS (* To be filed by amendment)

     (a)  Exhibits.

     *F   Opinion of Counsel.

ITEM 7.   INFORMATION AS TO ENVIRONMENTAL EFFECTS.

     The transactions described in Item 1. do not involve major federal

actions 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.



(Note 1)  Connecticut long-distance carriers will be offering similar
proposals.


                                 SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned Applicants have duly caused this statement to be
signed on their behalf by the undersigned duly authorized individuals.

                              EASTERN UTILITIES ASSOCIATES


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


Dated July 3, 1996