U-1

File No. 70-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM U-1 DECLARATION

UNDER THE

PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


EASTERN UTILITIES ASSOCIATES
One Liberty Square
P.O. Box 2333
Boston, MA 02107


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



Clifford J. Hebert, Jr.
Treasurer
Eastern Utilities Associates
One Liberty Square
P.O. Box 2333
Boston, MA 02107

Arthur I. Anderson, P.C.
McDermott, Will & Emery
28 State Street
Boston, MA 02109-1775

(Names and addresses of agents for service)
Eastern Utilities Associates (the "Association"), a Massachusetts voluntary
association and a registered holding company under the Public Utility Holding
Company Act of 1935, as amended (the "Act"), hereby files this Form U-1
Declaration (the "Declaration") for the purpose of obtaining approval to
solicit the proxies of the holders of Common Shares of the Association.

Item 1.   Description of Proposed Transaction.

A. The Association - NEES Merger Agreement

The Association, New England Electric System ("NEES"), a Massachusetts business
trust, and Research Drive LLC (the "LLC"), a Massachusetts limited liability
company, a wholly owned direct and indirect merger subsidiary of NEES, have
entered into an Agreement and Plan of Merger, dated as of February 1, 1999 (the
"Merger Agreement"), pursuant to which the LLC will on the closing date merge
with and into the Association (the "Merger").  On February 1, 1999, the
Association and NEES jointly issued a press release announcing the proposed
Merger, which is filed as Exhibit 99 to the Association's Form 8-K dated
February 5, 1999.

B. Annual Meeting

Pursuant to the terms of the Merger Agreement, the Association, at its next
regularly scheduled annual meeting, will seek to obtain the affirmative vote of
two-thirds of the holders of the Association's outstanding Common Shares to
approve the Merger .  The Merger is subject to a number of conditions,
including the approval of the Commission under the Act and other regulatory
approvals.

C. Proxy Statement

The Association currently intends to mail definitive proxy materials to its
shareholders at least 30 days prior to the regularly scheduled annual meeting.
The annual meeting is tentatively scheduled for May 17, 1999.  Accordingly, the
Association respectfully requests that the Commission grant it authority to
provide its shareholders with such  proxy materials in their definitive form
(the "Solicitation").  At a later date, the Association plans to submit a
filing on Form U-1 requesting authority to consummate the Merger and related
transactions.

Item 2.   Fees, Commissions and Expenses.

The estimate of the approximate amount of fees and expenses payable in
connection with the proposed Solicitation is as follows:

Counsel fees                                    $65,000
Proxy solicitation firm                         $12,500
Printing expenses                               $25,000
Service company fees                            $25,000
Miscellaneous                                   $15,000
TOTAL                                          $142,500

Item 3.   Applicable Statutory Provisions.

Section 12(e) of the Act provides that any solicitation of any proxy regarding
any security of a registered holding company shall be unlawful if made in
contravention  of such rules as may be promulgated by the Commission.  The
Commission has promulgated Rule 62 under the Act, which provides that no such
solicitation shall be made except pursuant to a Declaration with respect to
such solicitation which has become effective.  This Declaration is being filed
by the Association with respect to the proposed Solicitation in accordance with
Rule 62.

Item 4.   Regulatory Approval.

No state regulatory  authority and no Federal regulatory authority, other than
the Commission, have jurisdiction over the proposed Solicitation.

Item 5.  Procedure.

(a)     In order to enable the Association to promptly distribute solicitation
materials for proxies, it is requested that the Commission issue and publish
not later than March 31, 1999 a notice with respect to the filing of this
Declaration and, con currently therewith, that the Commission enter an
appropriate order granting and permitting this Declaration to become effective
at the earliest convenient date.

(b)     No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter.  The
Division of Investment Management of the Commission may assist in the
preparation of the Commission's decision in this matter.  There should be no
thirty-day waiting period between the issuance and the effective date of any
order issued by the Commission in this matter, and it is respectfully requested
that any such order be made effective immediately upon the entry thereof.

Item 6.  Exhibits and Financial Statements (Filed herewith).

(a)     Exhibits.

        Exhibit A-1     Declaration of Trust of the Association, dated April 2,
                        1928, as amended (Exhibit A-3, File No. 70-3188;
                        Exhibit 1 to the Association's 8-K Reports for April in
                        each of the years 1957, 1962, 1966, 1968, 1972, and
                        1973, File No.  1-5366; Exhibit A-1 (a), Amendment No.
                        2 to Form U-1, File No.  70-5997; Exhibit 4-3,
                        Registration No.  2-72589; Exhibit 1 to Certificate of
                        Notification, File No.  70-6713; Exhibit 1 to
                        Certificate of Notification, File No. 70-7084; Exhibit
                        3-2, Form 10-K of the Association or 1987, File No.  1-
                        5366).

        Exhibit B-1  -  Press Release (Exhibit 99 to the Association's Form 8-K
                        dated February 5, 1999, File No. 1-5366).

        Exhibit B-2  -  Merger Agreement (Exhibit 10 to the Association's Form
                        8-K dated February 5, 1999, File No. 1-5366).

      * Exhibit B-3  -  Preliminary Proxy Materials of the Association.

      * Filed separately under confidential treatment request pursuant to rule
                   104(b).

Item 7.  Environmental Effects.

The proposed Solicitation does not involve major Federal action having a
significant effect on the human  environment.  No Federal agency has prepared
or is preparing an environmental impact statement with respect to the proposed
Solicitation.


SIGNATURE


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

Date:  March 3, 1999

EASTERN UTILITIES ASSOCIATES



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



INDEX OF EXHIBITS AND FINANCIAL STATEMENTS



NUMBER          EXHIBITS                        TRANSMISSION METHOD

A-1             Declaration of Trust            Previously Filed
B-1             Press Release                   Previously Filed
B-2             Merger Agreement                Previously Filed
B-3             Preliminary Proxy Materials
                of the Association              Paper *




        *   Filed separately under confidential treatment request pursuant to
            rule 104(b).

EX-99

**Filed separately under confidential treatment request**