[Logo]
One Liberty Square
P.O. Box 2333, Boston, MA 02107



June 17, 1998



To Our Shareholders:

We extend our personal invitation to join us at a Special Meeting of
Shareholders on July 20, 1998.


The formal Notice of Meeting and Proxy Statement appear on the following pages
and contain details of a proposal to amend the Association's Declaration of
Trust.


It is important that you promptly sign and return the enclosed proxy card in
the envelope provided.  Matters on which action will be taken at the meeting
are explained in detail in the notice and proxy statement following this
letter.


We appreciate your attention to this important action and look forward to
seeing you at the Special Meeting.


Sincerely,



DONALD G. PARDUS
Chairman of the Board
[Logo]
One Liberty Square
P.O. Box 2333, Boston, MA 02107

NOTICE OF SPECIAL MEETING


June 17, 1998

To Our Shareholders:

Notice is hereby given that a Special Meeting of the Shareholders of Eastern
Utilities Associates, a voluntary association formed under a Declaration of
Trust dated April 2, 1928, as amended, will be held in the offices of the
Association on the 13th floor at One Liberty Square, Boston, Massachusetts, on
Monday, July 20, 1998, at 10:30 a.m., for the following purposes:

1.  To approve amendments to the Association's Declaration of Trust to remove
the Shareholder approval requirement applicable to a sale of shares of a
majority-owned direct subsidiary of the Association that results in loss of
voting control of such a subsidiary.

2.  To transact such other business as may properly come before the meeting.

Only Common Shareholders of record on the transfer books of the Association at
the close of business on June 12, 1998 will be entitled to vote at the meeting
of which notice is hereby given and at any and all adjournments thereof.

You are urged to sign, date and return the enclosed proxy at your earliest
convenience to Proxy Services, Boston EquiServe, P.O. Box 9377, Boston,
Massachusetts 02205-9952. An envelope is enclosed for that purpose.

You are invited to be present at the meeting and in the event you do attend,
any proxy previously signed may be revoked and your shares voted in person at
the meeting.

                                               By Order of the Trustees,



                                               CLIFFORD J. HEBERT, JR.
                                               Treasurer and Secretary
PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 20, 1998

The accompanying proxy is solicited on behalf of the Trustees of Eastern
Utilities Associates for use at a Special Meeting of Shareholders to be held in
the offices of the Association on the 13th floor of One Liberty Square, Boston,
Massachusetts, on Monday, July 20, 1998 for the purposes set forth in the
foregoing Notice of Special Meeting and at any and all adjournments thereof.
This Proxy Statement and form of proxy were sent to Shareholders on or about
June 17, 1998.

        The Association's Board of Trustees (the "Trustees") have fixed the
close of business on June 12, 1998 as the record date for determination of
holders of record of Common Shares entitled to notice and to vote at the
meeting.  There were outstanding 20,435,997 Common Shares on the record date,
the holders of which are entitled to one vote per share in person or by proxy,
on all matters acted on at the meeting.

        At the Special Meeting, the holders of Common Shares outstanding on the
record date will be asked to consider and vote upon a proposal to approve and
adopt amendments (the "Trust Amendments") to the Association's Declaration of
Trust dated April 2, 1928, as amended (the "Declaration of Trust"), which would
delete provisions therein requiring approval by the holders of at least two-
thirds of outstanding Common Shares prior to a sale of shares of the capital
stock of a majority-owned direct subsidiary of the Association if such sale
would result in the loss of voting control of such a subsidiary by the
Association.

        The Declaration of Trust provides that a quorum for the meeting shall
consist of the representation in person or by proxy at the meeting of
Shareholders entitled to a majority or more of the votes that could be cast at
the meeting. The proposal set forth in the Notice of Special Meeting, however,
will require the affirmative vote of two-thirds of all Common Shares
outstanding on the record date. When a Proxy card is returned properly signed
and dated, the shares represented thereby will be voted in accordance with the
instructions on the Proxy card.  Shares which are represented at the meeting
but as to which the holder abstains from voting or has no voting authority in
respect of a particular matter (such as in the case of a broker non-vote) will
not be deemed to be voted on such matter but will be the equivalent of negative
votes on the Trust Amendments proposal.  Shareholders are urged to mark the box
on the Proxy card to indicate how their shares are to be voted.  If a
Shareholder returns a signed Proxy card, but does not indicate how his or her
shares are to be voted, the shares represented by the Proxy card will be voted
"FOR" approval of the Trust Amendments.  The Proxy card also confers
discretionary authority on the individuals appointed by the Trustees and named
on the Proxy card to vote the shares represented thereby on any other matter
which is properly presented for action at the Special Meeting.

The person giving such a proxy may revoke it at any time before it is voted, by
a later dated proxy delivered pursuant to this solicitation, by other written
revocation received by the Secretary, or by oral revocation in person at the
meeting.

OWNERSHIP OF COMMON SHARES

        The table below sets forth information concerning beneficial ownership
by each of the Trustees and the five most highly compensated executive officers
of the Association in 1997, and by all of the Trustees and executive officers
of the Association as a group.



Name                   Common Shares of the Association
                      Beneficially Owned at May 1, 1998 (a)
Russell A. Boss                  1,000 (b)
John D. Carney                  16,640 (c)
Paul J. Choquette, Jr.           2,370 (f)
Peter S. Damon                   1,207 (d)
Peter B. Freeman                 2,500
Clifford J. Hebert, Jr.         15,660 (c)
Larry A. Liebenow                1,000
Jacek Makowski                     200
Wesley W. Marple, Jr.            1,885 (e)
Donald G. Pardus                70,952 (c)
Robert G. Powderly              20,728 (c)
Margaret M. Stapleton            1,604
John R. Stevens                 45,039 (c)
W. Nicholas Thorndike            2,146
Trustees and executive
      officers as a group      182,931 (g)

_____________

(a)     Unless otherwise indicated, beneficial ownership is based on sole
        investment and voting power. Each nominee's ownership represents less
        than four-tenths of one percent of the outstanding common shares of the
        Association.

(b)     In addition, Mr. Boss owns 5 shares of Blackstone Valley Electric
        Association's 4.25% Preferred Stock.

(c)     Jointly owned with spouse except for 1,802, 2,367, 6,083, 2,321 and
        2,549 shares held under the Association's Employees' Savings Plan for
        Messrs.  Carney, Hebert, Pardus, Powderly and Stevens, respectively, as
        to which each has voting power, and 12,363, 9,834, 43,841, 13,412 and
        34,565 shares held under the Eastern Utilities Associates Restricted
        Stock Plan by Messrs. Carney, Hebert, Pardus, Powderly and Stevens,
        respectively, as to which each has voting power. Also included are
        2,475, 3,459, 498, 4,735 and 93 shares individually owned by Messrs.
        Carney, Hebert, Pardus, Powderly and Stevens.

(d)     Jointly owned with spouse, except for 200 shares held individually.

(e)     In addition, Mr. Marple's spouse owns 263 common shares. Mr. Marple
        disclaims any beneficial interest in such shares.

(f)     In addition, Mr. Choquette's spouse owns 150 common shares. Mr.
        Choquette disclaims any beneficial interest in such shares.

(g)     Represents approximately nine-tenths of one percent of total
        outstanding common shares.

As of June 10, 1998, there were no beneficial owners of 5% or more of the
Association's outstanding Common Shares.

 PROPOSED AMENDMENTS TO THE ASSOCIATION'S DECLARATION OF TRUST

        The Trustees have unanimously approved the proposed Trust Amendments
and have directed that they be submitted to the Shareholders for their approval
at the Special Meeting. Approval by the Shareholders of the Trust Amendments,
which amend paragraph (c) of Section 11 and the second sentence of the last
paragraph of Section 28 of the Declaration of Trust, would permit the Trustees
to sell shares of stock, or certificates of interest therein, of any
corporation, trust or association of which a voting majority in interest of the
shares is then held as a part of the trust estate, without first obtaining
Shareholder approval of the sale, which is currently required (by the
affirmative vote of holders of two-thirds of outstanding Common Shares) if such
a sale results in the loss of voting control of such a subsidiary by the
Association.

Paragraph (c) of Section 11, with the provision proposed to be deleted by the
Trust Amendments underlined and set off in brackets, currently provides the
Trustees with the power:

"(c)    To sell at public auction or by private contract, or otherwise, the
whole or any part of the trust estate, free and discharged of the trusts
hereunder, to any person or persons in such manner and for such price or
consideration upon time or otherwise, and subject to such restrictions and
agreements as they may in their uncontrolled discretion determine and without
the necessary of applying to any court or to the Shareholders hereunder (except
as herein otherwise provided) for permission so to do, and to buy in or rescind
or vary any contract of sale and to resell without being responsible for loss,
and to convert, exchange or refund the whole or any part of the trust estate
for or into any shares, bonds or other securities or obligations, property or
effects in which the Trustees might, under the provisions hereof, invest any
moneys forming a part of the trust estate, and, without limiting the generality
of the foregoing, to sell the whole or any part of the trust estate for any
shares, bonds or other securities or obligations of the purchaser, as a step in
proceedings looking towards the termination of the trust hereby created, or the
carrying out of any plan for the reorganization or rearrangement of the
business or properties conducted or held hereunder [, provided however that the
Trustees shall not so sell, except upon or in connection with the termination
of the trust hereby created, any shares of the stock, or certificates of
interest therein, of any corporation, trust or association of which a voting
majority in interest of the shares is then held as a part of the trust estate
if such sale would result in the loss of voting control by this association,
unless such sale shall have been authorized by the Shareholders at a meeting
called for that purpose, by a vote of at least two-thirds (2/3) of the total
number of votes to which Shareholders shall be entitled to the time of such
vote]."

        The second sentence of the last paragraph of Section 28, with the
provisions proposed to be deleted by the Trust Amendments underlined and set
off in brackets, currently provides:

In any case whether expressly so provided or not, a vote of two-thirds (2/3) of
the total number of votes to which Shareholders are entitled at the time the
vote is taken shall be necessary (1) to dissolve this association and liquidate
its assets except such dissolution and liquidation as may result from a
reorganization as provided in Article 11(n); (2) to merge or consolidate this
association with any other association, trust or corporation except that this
provision shall not apply to the acquisition by this association of the shares
or property of any corporation, trust or association whether in exchange for
the shares of this association or otherwise; [(3) to take any action that will
result in the loss of voting control, by this association, of any other
association, trust or corporation;] or [(4)] (3) to change the voting rights
and restrictions set forth in this Article 28; provided, however, that the
provisions of Article 30 exempting from personal liability the Shareholders,
Trustees, officers, agents or other representatives of this association may be
amended only by unanimous vote of all the votes to which Shareholders are
entitled at the time such vote is taken.

        The principal purpose of the Trust Amendments is to provide the
Association with increased flexibility to respond expeditiously to
opportunities that may arise regarding a possible sale of one or more direct
subsidiaries of this Association.

Although management of the Association may from time to time evaluate the
possible sale of one or more of the Association's direct subsidiaries, there
are no active negotiations with any potential purchasers.  On May 7, 1998, the
Association announce d that it had ceased discussions regarding the possible
sale of EUA Cogenex Corporation ("Cogenex") primarily because the parties were
unable to agree on terms consistent with management's objective of maximizing
Shareholder value.  There are currently no discussions or negotiations with any
potential purchaser of Cogenex, but if the Trust Amendments are approved by the
Shareholders at the Special Meeting, a sale of Cogenex, as well as of other
direct subsidiaries, could be completed without Shareholder approval.  The
Trustees believe that removing the requirement for such approval will enhance
the Association's ability to consummate such sales and possibly enhance the
value to the Association and its Shareholders realized from such transactions.

For the foregoing reasons, the Trustees unanimously recommend that Shareholders
vote "FOR" the proposed Trust Amendments.

OTHER MATTERS

Management does not intend to bring before the meeting any matters other than
the Trust Amendments proposal and has no knowledge of any other matters which
may be brought up by other persons. However, if any other matters not now known
properly come before the meeting or any adjournment thereof, the persons named
in the enclosed form of proxy, including any substitutes, are expected to vote
said proxy in accordance with their judgment on such matters.

EXPENSES

The expenses in connection with the solicitation of the enclosed form of proxy
will be borne by the Association.  Proxies will be solicited by mail and may be
solicited by officers, trustees and regular employees of the Association and
EUA Service Corporation personally, by telephone or facsimile. Corporate
Investor Communications, Inc. has been retained by the Company to assist in the
solicitation of proxies at a cost of $4,800 plus reimbursement of reasonable
out-of-pocket expenses.  The Association will also pay brokers and other
persons holding shares in their names, or in the names of nominees, their
expenses, nominal in amount, for sending proxy material to principals and
obtaining their proxies.

SHAREHOLDER PROPOSALS
The 1999 Annual Meeting of Shareholders is tentatively scheduled to be held on
or about May 17, 1999. Proposals of Shareholders intended to be presented at
the meeting must be received by the Association on or before November 24, 1998.

AVAILABLE INFORMATION

The Association is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith file reports, proxy statements and other information with the SEC.
Copies of such reports, proxy statements and other information can be inspected
and copied at the public reference facilities maintained by the SEC at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the regional offices of the SEC at 5 00 West Madison Street, Suite 1400,
Chicago, Illinois 60661, and 7 World Trade Center, 13th Floor, New York, New
York 10048.  Copies of such material can be obtained at prescribed rates from
the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington,
D.C. 20549.  Certain documents filed electronically with the SEC by the
Association can be obtained at the Commission's Internet site located at
www.sec.gov.


DETACH HERE

PROXY

EASTERN UTILITIES ASSOCIATES

THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES

        The undersigned hereby constitutes and appoints Wesley W. Marple, Jr.,
Donald G. Pardus and John R. Stevens, or any one or more of them, as Attorney,
with full power of substitution and revocation, to appear and vote all common
shares of Eastern Utilities Associates standing in the name of the undersigned
at the close of business on June 12, 1998, with all the powers which the
undersigned would possess if then and there present, at a Special Meeting of
the Shareholders of the Association to be held in the Offices of the
Association on the 13th floor at One Liberty Square, Boston, Massachusetts, on
Monday, July 20, 1998 at 10:30 A.M., and at any and all adjournments thereof,
and especially (but without limiting the general authorization hereby given) to
vote at said Special Meeting (1) as hereinafter specified by the undersigned on
the proposal listed on the reverse side hereof, and (2) with discretionary
authority with respect to any other matters which may properly come before the
meeting, hereby revoking any and all proxies heretofore given by the
undersigned with respect to such shares.

SEE REVERSE SIDE (CONTINUED AND TO BE SIGNED ON REVERSE SIDE) SEE REVERSE SIDE

DETACH HERE

X Please mark votes as in this example.


        THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ITEM 1.

1. PROPOSAL TO AMEND DECLARATION OF TRUST

                FOR          AGAINST         ABSTAIN

             /     /         /     /         /     /

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT


Please sign exactly as your name appears.  When shares are held by joint
tenants, both should sign.  When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.  If a corporation, please
sign in full corporate name by President or other authorized officer.  If a
partnership, please sign in partnership name by authorized person.



Signature:__________________________________   Date:______________

Signature:__________________________________   Date:______________