SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934



               Date of Earliest Event Reported: November 29, 1999



                        EASTERN UTILITIES ASSOCIATES
          (Exact name of registrant as specified in this charter)


           Massachusetts                 1-5366          04-1271872
    (State or other jurisdiction of    (Commission    (I.R.S.  Employer
   incorporation or organization)     File Number)   Identification No.)


     750 W. Center Street, West Bridgewater, Massachusetts    02379
     (Address of principal executive offices)               (Zip Code)


Item 5.   Other Events.

   On November 29, 1999, Massachusetts Electric Company and New
England Power Company (NEP), subsidiaries of New England Electric
System (NEES), together with Eastern Edison Company and Montaup
Electric Company (Montaup), subsidiaries of Eastern Utilities
Associates (EUA) (together "the Companies"), announced that they
had reached agreement with the Massachusetts Attorney General,
the Massachusetts Division of Energy Resources, Associated
Industries of Massachusetts, and The Energy Consortium regarding
rates that will become effective after the completion of the
proposed merger of the Companies.

   In April 1999, the Companies filed a proposed rate plan with
the Massachusetts Department of Telecommunications and Energy
(MDTE) as part of an overall request seeking MDTE approval of the
merger of Eastern Edison into Massachusetts Electric Company and
the merger of Montaup into NEP.  The proposed rate agreement
calls for a total of $170 million in rate reductions for the
customers of Massachusetts Electric, Eastern Edison and Nantucket
Electric Company over the next five years.  This rate agreement
is subject to MDTE approval and, if approved, would also
constitute approval of the Companies' mergers.

   On the effective date of the rate agreement, distribution
rates for customers of the merged company  will be reduced by $10
million annually, and frozen through February 28, 2005. From
March 1, 2005 through December 31, 2009, the distribution rates
will be adjusted annually to follow, but remain at least 10%
below, the regional average distribution rates of similarly
unbundled investor-owned utilities in New England, New York, New
Jersey, and Pennsylvania.  The effective date of the rate
agreement occurs on the later of (i) 120 days after the NEES/EUA
merger closes, (ii) the first cycle of the billing month after
the NEES/National Grid Group plc merger closes, or (iii) April 1,
2000.

   The proposed rate agreement also contains a comprehensive
service quality plan for the consolidated Massachusetts Electric
Company that implements a system of annual incentives and
penalties based on performance in the areas of reliability,
customer satisfaction, and safety.  In 2009, the Massachusetts
Electric must perform an analysis to quantify savings resulting
from cost-saving measures undertaken during the previous 10
years.  Savings generated from the mergers or other efficiency
initiatives will be shared between customers and investors over
the subsequent 10 years.  This earned savings mechanism is the
sole means by which costs associated with the NEES/EUA or
NEES/National Grid mergers may be recovered.

   If the NEES/EUA merger closes by early 2000, as anticipated,
the rate agreement and its associated rate plan are expected to
become effective in the spring of 2000.

                                   SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.



                                   EASTERN UTILITIES ASSOCIATES
                                            (Registrant)


                                   By:  /s/ John R. Stevens
                                        John R. Stevens
                                        President



Date: December 8, 1999