EASTERN UTILITIES ASSOCIATES
10-Q, 1995-11-13
ELECTRIC SERVICES
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        UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
   Washington, D.C.  20549

          FORM 10-Q

 (Mark one)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

    For the quarterly period ended                    September 30, 1995

                                 OR

     [   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period _________________ to ___________________

    Commission File Number                                1-5366



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


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


      One Liberty Square, Boston, Massachusetts
      (Address of principal executive offices)
            02109
         (Zip Code)

        (617)357-9590
 (Registrant's telephone number including area code)


    Indicate by  check mark whether  the registrant (1)  has filed all  reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange Act
    of 1934 during the preceding 12 months (or for such shorter period  that
    the  registrant was required to file such  reports),  and (2) has been
    subject to  such filing requirements for the past 90 days.

    Yes...X.......No..........


    Indicate  the number of shares  outstanding of each of the  issuer's
    classes of  common stock, as of the latest practical date.
              Class                          Outstanding at October 31, 1995
        Common Shares, $5 par value          20,378,862 shares

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
<CAPTION>


                                                           September 30,   December 31,
         ASSETS                                               1995            1994
         <S>                                             <C>            <C>
         Utility Plant and Other Investments:
            Utility Plant in Service                     $ 1,025,151     $ 1,020,859
            Less:  Accumulated Provision for Depreciation
                       and Amortization                      328,054         304,034
            Net Utility Plant in Service                     697,097         716,825
            Construction Work in Progress                     24,673           8,389
                 Net Utility Plant                           721,770         725,214
            Investments in Jointly Owned Companies            69,014          70,675
            Non-Utility Plant - Net                           85,807         107,803
                 Total Plant and Other Investments           876,591         903,692
         Current Assets:
            Cash and Temporary Cash Investments               23,667          20,109
            Accounts Receivable, Net                          90,430          89,348
            Notes Receivable                                  21,759          13,906
            Materials and Supplies                            14,364          15,168
            Other Current Assets                              10,715           8,517
                 Total Current Assets                        160,935         147,048
         Deferred Debits and Other Non-Current Assets        180,794         183,309
                 Total Assets                            $ 1,218,320     $ 1,234,049
         LIABILITIES AND CAPITALIZATION
         Capitalization:
            Common Shares, $5 Par Value                  $   101,860     $    99,685
            Other Paid-In Capital                            219,485         212,990
            Common Share Expense                              (3,909)         (3,849)
            Retained Earnings                                 54,212          56,617
                 Total Common Equity                         371,648         365,443
            Non-Redeemable Preferred Stock - Net               6,900           6,900
            Redeemable Preferred Stock - Net                  26,111          25,390
            Long-Term Debt - Net                             444,747         455,412
                 Total Capitalization                        849,406         853,145
         Current Liabilities:
            Long-Term Debt Due Within One Year                46,705          41,601
            Notes Payable                                     28,660          31,678
            Preferred Stock Sinking Fund                          50              50
            Accounts Payable                                  31,212          33,442
            Taxes Accrued                                      7,461           6,465
            Interest Accrued                                   9,956          10,889
            Other Current Liabilities                         20,522          29,566
                 Total Current Liabilities                   144,566         153,691
         Deferred Credits and Other Non-Current Liabilities   88,503          89,313
         Accumulated Deferred Taxes                          135,845         137,900
                 Total Liabilities and Capitalization    $ 1,218,320     $ 1,234,049

            See accompanying notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands Except Number of Shares and Per Share Amounts)


<CAPTION>

                                             Three Months Ended          Nine Months Ended
                                             September 30,              September 30,
                                             1995          1994         1995          1994
        <S>                              <C>           <C>          <C>           <C>
        Operating Revenues               $  143,950    $  143,859   $  428,036    $  431,325
        Operating Expenses:
          Fuel                               24,973        24,078       70,900        70,507
          Purchased Power                    30,577        33,112       94,032        97,921
          Other Operation and Maintenance    44,695        44,876      139,456       133,581
          Voluntary  Retirement Incentive         0             0        4,505             0
          Depreciation and Amortization      11,073        11,802       34,553        35,273
          Taxes Other than Income             5,005         5,867       16,043        18,829
          Income Taxes - Current              5,556         3,435       10,804        11,815
                       - Deferred             1,804         2,479        4,921         5,372
                 Total                      123,683       125,649      375,214       373,298
        Operating Income                     20,267        18,210       52,822        58,027
        Other Income - Net                    4,481         6,468       12,868        16,248
        Loss on Disposal of Cogeneration
            Operations                      (18,086)                   (18,086)
        Income Tax Impact of Loss on Disposal
            of Cogeneration Operations        7,588                      7,588
        Income Before Interest Charges       14,250        24,678       55,192        74,275
        Interest Charges:
            Interest on Long-Term Debt        9,593         9,730       28,911        29,249
            Other Interest Expense            1,592         1,393        4,320         5,077
            Allowance for Borrowed Funds Used
              During Construction (Credit)     (601)         (345)      (1,997)         (894)
        Net Interest Charges                 10,584        10,778       31,234        33,432
        Net Income                            3,666        13,900       23,958        40,843
        Preferred Dividends of Subsidiaries     582           583        1,743         1,750
        Consolidated Net Earnings        $    3,084    $   13,317   $   22,215    $   39,093



        Weighted Average Number of
          Common Shares Outstanding      20,336,703    17,762,952   20,183,205    19,602,771
        Consolidated Earnings Per
          Average Common Share           $     0.15    $     0.67   $     1.10    $     1.99

        Dividends Paid                   $     0.40    $    0.385   $    1.185    $     1.13

                               See accompanying notes to consolidated condensed financial statements.


</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                 1995          1994
    <S>                                                      <C>            <C>
    CASH FLOW FROM OPERATING ACTIVITIES:
    Net Income                                               $   23,958     $ 40,843
    Adjustments to Reconcile Net Income
       to Net Cash Provided from Operating Activities:
          Depreciation and Amortization                          42,799       41,136
          Deferred Taxes                                         (1,884)       6,083
          Non-cash (Gains)/Expenses on Sales of Investments
            in Energy Savings Projects                           (2,232)       1,232
          Loss on Disposition of Cogeneration Projects           18,086
          Investment Tax Credit, Net                               (909)        (885)
          Allowance for Funds Used During Construction             (471)        (205)
          Collections and sales of project
             notes and leases receivable                         16,312        9,236
          Other - Net                                             6,873        1,699
    Change in Operating Assets and Liabilities                  (19,430)      (5,011)
    Net Cash Provided From Operating Activities                  83,102       94,128

 .    CASH FLOW FROM INVESTING ACTIVITIES:
       Construction Expenditures                                (63,574)      (38,551
       Collections on Notes and Lease Receivables of EUA Cogenex  2,392        1,451
       Acquisition of Northeast Energy Management, Inc.                       (8,567)
       Proceeds from Disposal of Cogeneration Assets             11,501
       Increase in Other Investments                                            (330)
    Net Cash (Used in) Investment Activities                    (49,681)      (45,997

    CASH FLOW FROM FINANCING ACTIVITIES:
       Issuances:
          Common Stock                                            4,520        7,096
          Long-Term Debt                                                       7,927
       Redemptions:
          Long-Term Debt                                         (5,664)      (10,975
       Premium on Reacquisition and Financing Expenses              (60)        (677)
       EUA Common Share Dividends Paid                          (23,899)      (22,162
       Subsidiary Preferred Dividends Paid                       (1,742)      (1,750)
       Net (Decrease) Increase in Short-Term Debt                (3,018)      (5,531)
    Net Cash (Used in) Provided from Financing Activities       (29,863)     (26,072)
    Net Increase (Decrease) in Cash and Temp. Cash Investments    3,558       22,059

    Cash and Temporary Cash Investments at Beginning of Period   20,109        4,180

    Cash and Temporary Cash Investments at End of Period     $   23,667     $ 26,239

    Supplemental disclosures of cash flow information:
       Cash paid during the period for:
          Interest (Net of Capitalized Interest)             $   30,096     $ 30,928
          Income Taxes                                       $    6,596     $ 12,786
    Supplemental schedule of non-cash investing activities:
       Conversion of Investments in Energy Savings
         Projects to Notes and Leases Receivable             $   14,158     $  6,578

 See accompanying notes to consolidated condensed financial statements.

</TABLE>
                             EASTERN_UTILITIES_ASSOCIATES
                NOTES_TO_CONSOLIDATED_CONDENSED_FINANCIAL_STATEMENTS


     The accompanying Notes should be read in conjunction with the Notes to
Consolidated Financial Statements incorporated in the Eastern Utilities
Associates (EUA or the Company) 1994 Annual Report on Form 10-K and the
Company's Quarterly Report on Form 10-Q for the periods ended March 31, and
June 30, 1995.

Note A - In the opinion of the Company, the accompanying unaudited consolidated
         condensed financial statements contain all adjustments (consisting of
         only normal recurring accruals) necessary to present fairly its
         financial position as of September 30, 1995 and December 31, 1994, and
         the results of operations for the three and nine months ended
         September 30, 1995 and 1994 and cash flows for the nine months ended
         September 30, 1995 and 1994.  Certain reclassifications have been made
         to prior period financial statements to conform to current period
         classifications.

         The reduction in Non-Utility Plant-Net on the September 30, 1995
         Consolidated Condensed Balance Sheet relates to EUA Cogenex's decision
         to discontinue its cogeneration operations effective July 1, 1995.

Note B - Results shown above for the respective interim periods are not neces-
         sarily indicative of results to be expected for the fiscal years due
         to seasonal factors which are inherent in electric utilities in New
         England.  A greater proportionate amount of revenues is earned in the
         first and fourth quarters (winter season) of most years because more
         electricity is sold due to weather conditions, fewer day-light hours,
         etc.

Note C - Commitments and Contingencies:

         Rate Activity

         On March 21, 1994, Montaup Electric Company (Montaup), the wholesale
         electric generating and transmission subsidiary of EUA, filed an
         application with the Federal Energy Regulatory Commission (FERC) for
         authorization to reduce its wholesale rates by $10.1 million, or three
         percent.  Montaup supplies electricity at wholesale to EUA's retail
         electric utilities - Eastern Edison Company (Eastern Edison),
         Blackstone Valley Electric Company (Blackstone) and Newport Electric
         Corporation (Newport) - and to two non-affiliated municipal utilities.
         This application was designed to match more closely Montaup's revenues
         with its decreasing cost of doing business resulting from, among other
         things, a reduced rate base, lower interest costs and successful cost
         control efforts.

         On May 21, 1994, Montaup began billing the reduced rates and on April
         14, 1995 FERC approved a settlement agreement between Montaup and the
         intervenors in the case calling for an annual reduction of
         approximately $13.9 million (inclusive of the filed $10.1 million
         reduction).

Note C - Commitments and Contingencies (Cont'd):

         Montaup refunded to its customers the difference collected between the
         $10.1 million filed reduction and the $13.9 million settled reduction
         in April 1995.  Montaup had previously reserved for this refund.

         Legal Proceedings

         EUA Cogenex, through its EUA WestCoast L.P. (WestCoast), had under
         development a cogeneration facility of approximately 1.5 MW.  As of
         July 1, 1995, WestCoast's investment in the project was approximately
         $5.8 million.  The cogeneration facility experienced numerous start-up
         delays and cost overruns.  The host of the facility has taken the
         position that the energy services agreement between WestCoast and
         itself is terminated due to, among other things, failure to complete
         the project.  WestCoast disagrees with the host's right to terminate,
         but has decided not to contest the host's purported termination.

         In June 1993, WestCoast filed a lawsuit against the contractors
         responsible for the design and construction of the facility, as well
         as the surety which issued a performance bond guaranteeing
         construction.  Certain defendants in that action have filed cross-
         complaints against WestCoast and EUA Cogenex, seeking, among other
         things, approximately $300,000 for payments withheld by WestCoast due
         to the contractor's deficient performance.  A contractor has also
         filed a cross-complaint against the host.  Additionally, the host has
         filed a cross-complaint against Cogenex and the other parties in the
         litigation, seeking approximately $7 million in damages arising
         principally from lost economic advantage.

         EUA Cogenex intends to vigorously prosecute its claims against the
         contractors and surety and defend itself against any cross-complaints.
         EUA Cogenex cannot predict the ultimate resolution of this matter.  As
         a result of EUA Cogenex's decision to discontinue cogeneration
         operations effective as of July 1, 1995, EUA Cogenex has recorded a
         reserve for its total investment in this project which is included in
         the one-time after-tax charge to earnings of approximately $10.5
         million.  (See Management's Discussion and Analysis of Financial
         Condition and Results of Operations under Discontinuation of
         Cogeneration Operations).

         On December 13, 1994, the United States District Court for the
         District of Massachusetts (District Court) issued a judgment against
         Blackstone, finding Blackstone liable to the Commonwealth of
         Massachusetts (Commonwealth) for the full amount of response costs
         incurred by the Commonwealth in the cleanup of 5,000 cubic yards of
         soil mixed with oxide box waste, a by-product of manufactured gas at a
         site at Mendon Road in Attleboro, Massachusetts.  The judgment also
         found Blackstone liable for interest and litigation expenses
         calculated to the date of judgment.  The total liability at December
         31, 1994 was approximately $5.9 million, including approximately $3.6
         million in interest which has accumulated since 1985.

         Due to the uncertainty of the ultimate outcome of this proceeding and
         anticipated recoverability, Blackstone recorded the $5.9 million
         December 13, 1994 District Court judgment as a deferred debit and this
         amount is included with Other Assets at December 31, 1994 and
         September 30, 1995.

         Blackstone filed a Notice of Appeal of the court's judgment and filed
         its brief with the United States Court of Appeals for the First
         Circuit (First Circuit) on February 24, 1995.  On October 6, 1995 the
         First Circuit vacated the District Court's judgment and ordered the
         District Court to refer the matter to the EPA to determine whether a
         chemical in the oxide box waste is a hazardous substance.

         On January 20, 1995, Blackstone entered into an escrow agreement with
         the Commonwealth whereby Blackstone deposited $5.9 million with an
         escrow agent who transferred the funds into an interest bearing money
         market account.  The distribution of the proceeds of the escrow
         account will be determined upon the final resolution of the judgment.
         No additional interest expense will accrue on the judgment amount.

         On January 28, 1994, Blackstone filed a complaint in the United States
         District Court for the District of Massachusetts, seeking, among other
         relief, contribution and reimbursement from Stone & Webster Inc., of
         New York City and several of its affiliated companies (Stone &
         Webster), and Valley Gas Company of Cumberland, Rhode Island (Valley)
         for any damages incurred by Blackstone regarding the Mendon Road site.
         On November 7, 1994, the court denied motions to dismiss the complaint
         which were filed by Stone & Webster and Valley.

         In addition, Blackstone has notified certain liability insurers and
         has filed claims with respect to the Mendon Road site, as well as
         other sites.


Item_2.  Management's_Discussion_and_Analysis_of_Financial_Condition_and_
                            Results of_Operations


     The following is Management's discussion and analysis of certain
significant factors affecting the Company's earnings and financial condition
for the interim periods presented in this Form 10-Q.

Discontinuation of Cogeneration Operations

     In September 1995, EUA announced that EUA Cogenex was discontinuing its
cogeneration operations effective as of July 1, 1995 because overall, the total
cogeneration portfolio had not performed up to expectations.  The total net
investment of EUA Cogenex's cogeneration portfolio was $29.2 million at July 1,
1995.  Cogenex has sold a majority of its operating cogeneration portfolio to
Ridgewood Electric Power Trust III.  The decision to discontinue the
underperforming cogeneration operations and the subsequent sale of a majority
of the operating cogeneration portfolio resulted in a one-time, after-tax
charge of approximately $10.5 million, or 52 cents per common share, in the
quarter ended September 30, 1995.

     Discontinuance of the cogeneration business will allow Cogenex to devote
maximum resources to the business segment that has been the most profitable and
holds the most growth potential -- providing integrated energy services to
commercial, institutional and industrial customers. See EUA WestCoast L.P.,
below, for discussion of litigation concerning one of EUA Cogenex's
cogeneration projects.

Voluntary Retirement Incentive Offer

     On March 15, 1995, EUA announced a corporate reorganization which, among
other things, consolidated management of Eastern Edison, Blackstone and
Newport.  As part of the reorganization, a voluntary retirement incentive (VRI)
was offered to sixty-six EUA System employees.  Forty-nine of those eligible
for the program accepted the incentive and retired effective June 1, 1995.  The
cost of this incentive program amounted to a one-time $4.5 million pre-tax
($2.7 million after-tax) charge to second quarter 1995 earnings.  The estimated
payback period is approximately 18 months.

Overview

     Consolidated Net Earnings for the quarter ended September 30, 1995 were
$3.1 million compared to $13.3 million in the third quarter of 1994.  The third
quarter 1995 earnings include a one-time after-tax charge of $10.5 million,
related to the loss on discontinuance of cogeneration operations (discussed
above).  Net Earnings contributions by Business Unit for the third quarter of
1995 and 1994 were as follows (000's):

                                    Three Months Ended September 30,

                                                            Increase
                                      1995      1994       (Decrease)

     Core Electric Business         $12,593   $10,739        $  1,854
     Energy Related Business         (9,522)    2,970         (12,492)
     Corporate                           13      (392)            405
         Consolidated               $ 3,084   $13,317        $(10,233)
                                    =======   =======        =========

     Net Earnings of the Core Electric Business for the third quarter of 1995
increased by $1.9 million due primarily to a 1.9% increase in kWh sales and a
decrease in operating expenses including savings from the voluntary retirement
incentive offer and lower property tax expense.

     Net Earnings of the Energy Related Business Unit decreased by
approximately $12.5 million in the third quarter of 1995 as compared to the
same period of a year ago due primarily to the one-time, after-tax charge of
$10.5 million related to Cogenex's discontinuance of its cogeneration
operations and increased losses of EUA Energy Investment Corporation (EUA
Energy) aggregating $300,000 related to increased operating and development
expenses of new business ventures.  Also, third quarter 1994 results included
$1.3 million of investment tax credits recorded by EUA Ocean State.

     The Corporate Business Unit Net Earnings for the third quarter of 1995
compared to the same period in 1994 increased by approximately $0.4 million due
primarily to decreased amortization and legal expenses.

     Consolidated Net Earnings for the nine months ended September 30, 1995
were $22.2 million compared to $39.1 million for the same period of 1994.
Net Earnings contributions by Business Unit for the first nine months of 1995
and 1994 were as follows (000's):

                                         Nine Months Ended September 30,

                                                                 Increase
                                         1995        1994       (Decrease)

     Core Electric Business            $29,686     $31,381        $ (1,695)
     Energy Related Business            (7,678)      8,695         (16,373)
     Corporate                             207        (983)          1,190
         Consolidated                  $22,215     $39,093        $(16,878)
                                       =======     =======        =========

     Net Earnings of the Core Electric Business for the nine months ended
September 30, 1995 decreased by $1.7 million.  The VRI offer and Montaup's 1994
rate reduction, effective May 21, 1994, were the principal reasons for the
decrease in year-to-date earnings contributions of the Core Electric Business.
Offsetting these impacts somewhat were reductions in litigation expenses,
property taxes and other operating expenses including savings resulting from
the VRI offer.

     Net Earnings of the Energy Related Business Unit decreased by
approximately $16.4 million in the nine months ended September 30, 1995 as
compared to the same period of a year ago.  The principal reasons for this
decrease were the one-time after-tax charge of $10.5 million related to
Cogenex's discontinuance of its cogeneration operations, increased costs
related to new product development of EUA Cogenex's EUA Day division and
increased losses of EUA Energy aggregating $2.4 million related to additional
operating and development expenses of new business ventures.  Also, 1994
results included $2.6 million of investment tax credits recorded by EUA Ocean
State.

     The Corporate Business Unit Net Earnings for the first nine months of 1995
compared to the same period in 1994 increased by approximately $1.2 million due
primarily to decreased amortization, legal and interest expenses.

EUA WestCoast L.P.

     EUA Cogenex, through its EUA WestCoast L.P. (WestCoast), has had under
development a cogeneration facility of approximately 1.5 MW.  As of July 1,
1995, WestCoast's investment in the project was approximately $5.8 million.
The cogeneration facility has experienced numerous start-up delays and cost
overruns.  The host of the facility has taken the position that the energy
services agreement between WestCoast and itself is terminated due to, among
other things, failure to complete the project.  WestCoast disagrees with the
host's right to terminate, but has decided not to contest the host's purported
termination.

     In June 1993, WestCoast filed a lawsuit against the contractors
responsible for the design and construction of the facility, as well as the
surety which issued a performance bond guaranteeing construction.  Certain
defendants in that action have filed cross-complaints against WestCoast and EUA
Cogenex, seeking, among other things, approximately $300,000 for payments
withheld by WestCoast due to the contractor's deficient performance.  A
contractor has also filed a cross-complaint against the host.  Additionally,
the host has also stated that it intends to file a cross-complaint against
Cogenex and the other parties in the litigation, seeking approximately $7
million in damages arising principally from lost economic advantage.

     EUA Cogenex intends to vigorously prosecute its claims against the
contractors and surety and defend itself against any cross-complaints.  EUA
Cogenex cannot predict the ultimate resolution of this matter.  As a result of
EUA Cogenex's decision to discontinue cogeneration operations as of July 1,
1995,  EUA Cogenex has recorded a reserve for its total investment in this
project which is included in the one-time after-tax charge to earnings recorded
in the third quarter of 1995 (See Discontinuation of Cogeneration Operations
above).

Operating_Revenues

     Operating Revenues for the third quarter of 1995 were relatively unchanged
when compared to the same period of 1994.  Revenues by Business Unit operations
were as follows (000's):

                                    Three Months Ended September 30,

                                                            Increase
                                       1995        1994    (Decrease)

     Core Electric Business            $124,568    $125,053  $ (485)
     Energy Related Business             19,382      18,806     576
     Corporate                                0           0       0
         Consolidated                  $143,950    $143,859  $   91
                                       ========    ========  =======

     Core Electric Business revenues include the negative impact of decreased
recoveries of fuel, purchased power and conservation and load management (C&LM)
expenses aggregating $1.6 million partially offset by the positive impact of a
1.9% kWh sales increase and increases in other operating revenues.  (see
Operations Expense below).

     EUA Cogenex revenues, which account for all of the Energy Related Business
Unit revenues, increased due to the impact of Cogenex's acquisitions of
Highland Energy and Citizens Conservation Corporation in 1995. (See offsetting
impacts in operating expenses below).

     Operating Revenues for the first nine months of 1995 decreased by $3.3
million or almost 1.0% when compared to the same period of 1994.  Operating
Revenues by Business Unit for the first nine months of 1995 and 1994 were as
follows (000's):

                                    Nine Months Ended September 30,

                                                         Increase
                                       1995    1994     (Decrease)

     Core Electric Business         $366,523  $376,756  $(10,233)
     Energy Related Business          61,513    54,569     6,944
     Corporate                             0         0         0
         Consolidated               $428,036  $431,325    (3,289)
                                    ========  ========   =======

     Core Electric Business revenues decreased by $10.2 million due primarily
to lower purchased power, fuel and C&LM expense recoveries aggregating $6.2
million and Montaup's 1994 wholesale rate reduction.

     EUA Cogenex revenues increased by $6.9 million due primarily to increases
in Nova division revenues and the impact of Cogenex's acquisitions of Highland
Energy Group and Citizens Conservation Corporation in 1995. (See offsetting
impacts in operating expenses below).

KWH Sales

     Primary kWh sales of electricity by EUA's Core Electric Business Unit
increased by 1.9% in the third quarter of 1995 compared to the same period last
year and coupled with the slight increase in second quarter sales essentially
offset the dismal first quarter's sales results. Year-to-date September 30,
1995 sales of electricity were relatively flat compared to the same period of
1994 as a result of the unusually mild weather in the first quarter of this
year.  A 1.2% improvement in year-to-date industrial sales, however, is an
indication of slowly improving economic conditions in EUA's service territory.
Total energy sales for the three and nine months ended September 30, 1995
decreased 7.4% and 16.2%, respectively, due mainly to decreased energy sales to
the New England Power Pool and decreased short-term unit contract energy sales.
Power purchase contracts of Montaup totaling 41 MW which expired in October 1994
resulted in lower kilowatthours available to Montaup for interchange and short-
term energy sales.  These interchange and short-term energy sales essentially
recover fuel costs only and have little or no earnings impact.

Operations_Expense

     Fuel expense of the Core Electric Business increased by $900,000 or 3.7%,
and $400,000 or almost 1.0% for the third quarter and year-to-date periods of
1995, respectively, as compared to the same periods of 1994.  These changes
were caused by increases of 12.5% and 17.2% in the average cost of fuel, offset
by the decreases in total energy generated and purchased of 7.4% and 16.2% for
the quarter and year-to-date periods, respectively, as discussed above.  Also,
for the year-to-date period, purchased power-energy, previously recorded as
purchased power expense by Newport, was recorded as fuel expense by Montaup as
a result of Newport becoming an all-requirements customer of Montaup effective
May 21, 1994.  This resulted in a classification adjustment which increased
fuel expense and decreased purchased power expense by approximately $1.8
million in the year-to-date period of 1995.

     Purchased Power demand expense for the third quarter of 1995 decreased
$2.5 million or 7.7% and decreased $3.9 million or 4.0% for the nine months
ended September 30, 1995.  These changes are due primarily to the net impact of
decreases of $1.7 million and $6.0 million for the respective periods related
to 41 MW of purchase power contracts which expired in October 1994 and the
classification adjustments discussed above.  Purchases from other power
suppliers decreased $0.8 million and $1.3 million for the respective periods.
The year-to-date decrease was partially offset by a $5.2 million increase in
billings from the Ocean State Power projects and Yankee nuclear units.

      Other Operation and Maintenance expenses for the third quarter and nine
months ended September 30, 1995 increased approximately $0.2 million and $5.9
million respectively, from the same periods in 1994. EUA Cogenex expenses
increased $1.4 million and $9.0 million for the respective  periods and are
directly related to increased revenues (see above) and increased personnel and
benefits costs.  Operating and development expenses of new business ventures of
EUA Energy were relatively flat in the third quarter and increased $2.6 million
in the year-to-date period when compared to the same periods of 1994.
Offsetting these third quarter increases somewhat were decreases in C&LM and
FAS106 expenses aggregating $1.7 million.  For the year-to-date period C&LM and
FAS106 expenses decreased $2.7 million, in aggregate, and direct controllable
expenses decreased by $3.4 million which includes on-going savings resulting
from the VRI offer.

Taxes Other Than Income

     Taxes other than income decreased $0.9 million and $2.7 million in the
three month and year-to-date periods ended September 30, 1995, respectively,
compared to the same periods of 1994.  The reversal of previously over-accrued
property taxes in the second and third quarters of 1995 and lower Rhode Island
gross receipts taxes, related to lower revenues and a decrease in the gross
receipts tax rate, account for most of these changes.

Other_Income_(Deductions) -_Net

     Other Income and (Deductions)-Net decreased $2.0 million for the third
quarter and $3.4 million for the year-to-date period as compared to the same
periods of 1994.  These decreases are due primarily to the absence of $1.3
million and $2.6 million in the respective periods of investment tax credits
recorded in 1994 by EUA Ocean State.

Interest_Charges

     Net interest charges for the third quarter and nine months ended September
30, 1995 decreased approximately $200,000 and $2.2 million, respectively, as
compared to the same periods of 1994.  These decreases were due primarily to
increases in capitalized interest of EUA Cogenex of $200,000 and $1.0 million
for the respective periods related to increased construction activity in 1995.
For the year-to-date period other interest expense of Eastern Edison and
Montaup decreased due to interest expense provisions recorded in June 1994
aggregating approximately $1.0 million related to Internal Revenue Service
audits.

Electric Utility Industry Restructuring

     On May 12, 1995, Blackstone and Newport along with other members of the
Rhode Island Electric Industry Restructuring Collaborative (the Rhode Island
Collaborative), submitted to the Rhode Island Public Utilities Commission a
Report and Set of Interdependent Principles addressing industry restructuring.
On July 17, 1995, Eastern Edison Company, along with other members of the
Electric Industry Restructuring Roundtable (the Massachusetts Roundtable) in
Massachusetts filed a similar set of principles with the Massachusetts
Department of Public Utilities.

     The Rhode Island Collaborative and the Massachusetts Roundtable consist of
a number of different utilities, industrial users, environmental groups and
consumer advocates.  These filings are intended to be statements of the
consensus position by the signatories of the interdependent principles that
should underlie any electric industry restructuring proposal and include but
are not limited to principles addressing stranded cost recovery, unbundling of
services and demand side management programs.  Each filing was submitted on the
condition they be approved in full by the respective Commissions.  The
Commissions of each state are assessing the principles and are expected to make
recommendations to implement a competitive environment in the industry.

     On August 16, 1995, the RIPUC issued an order regarding the principles
submitted by the Rhode Island Collaborative (the "RIPUC Order").  The RIPUC
Order accepts all but one of the principles with minor modifications to certain
language in others and adds a new principle which supports negotiation (as
opposed to litigation) to resolve conflicts as restructuring moves forward.
The one principle that was not accepted provided for subsidization of renewable
energy sources.  Although not disagreeing with the Collaborative on the
importance of resource and fuel diversity, the RIPUC invites the Collaborative
to address how to incorporate renewables into the competitive marketplace in
other ways.  The Rhode Island Order also directs the Collaborative to proceed
with negotiations on the issues presented in the principles and to submit a
progress report to the RIPUC by February 1, 1996.

     Also on August 16, 1995, the MDPU issued an order (the "MDPU Order") in
Docket No. 95-30, the MDPU's investigation into electric industry
restructuring.  The MDPU Order develops principles that describe the key
characteristics of a restructured electric industry and provides for, among
other things, customer choice of service providers, services, pricing options
and payment terms, an opportunity for customers to share in the benefits of
increased competition, full and fair competition in the generation markets and
incentive regulation where competition cannot exist.  The MDPU Order sets out
principles for the transition from a regulated to a competitive industry
structure and identifies conditions for the transition process which will
require investor-owned utilities to unbundle rates, provide consumers with
accurate price signals and allow customers' choice of generation services.  The
MDPU Order also provides for the principle of recovery of net, non-mitigable
stranded costs by investor-owned utilities resulting from the industry
restructuring.

     Each investor-owned utility will be required to file restructuring
proposals for moving from the current regulated industry structure to a
competitive generation market.  The schedule for the filing requirement is
staggered, with an initial group of utilities required to file within six
months of the date of the Order and a second group required to file within the
three months of the MDPU's orders on the first group of submissions.  Eastern
Edison Company is in the second group and is currently preparing a plan for
submission.

Liquidity_and_Sources_of_Capital

     The EUA system's need for permanent capital is primarily related to
investments in facilities required to meet the needs of its existing and future
customers.

     Traditionally, cash construction requirements not met with internally
generated funds are financed through short-term borrowings which are ultimately
funded with permanent capital.  At September 30, 1995, EUA System companies
maintained short-term lines of credit with various banks aggregating
approximately $150 million.  Outstanding short-term debt at September 30, 1995
and December 31, 1994 by Business Unit was as follows (000's):

                                 September 30, 1995  December 31, 1994

     Core Electric Business         $     0             $     0
     Energy Related Business         12,384              23,476
     Corporate                       16,298               8,202
         Consolidated               $28,682             $31,678
                                    =======             =======

     For the nine months ended September 30, 1995 internally generated funds
available after the payment of dividends amounted to approximately $71.6
million while the EUA System's cash construction requirements amounted to
approximately $63.6 million for the same period.  Various laws, regulations and
contract provisions limit the use of EUA's internally generated funds such that
the funds generated by one subsidiary are not generally available to fund the
operations of another subsidiary.

                            PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

     See Notes to Consolidated Condensed Financial Statements, Note C -
Commitments and Contingencies under Legal Proceedings for a discussion of legal
proceedings involving Blackstone and EUA Cogenex.


Item 5.  Other Information


Item 6.  Exhibits_and_Reports_on_Form_8-K

     (a) Exhibits - None

     (b) Reports on Form 8-K

     -   On October 4, 1995, the Registrant filed a current report on Form 8-K
with respect to Item 5. (Other Events).




                                    SIGNATURES

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


                                    Eastern_Utilities_Associates______
                                            (Registrant)



Date:  November_13,_1995            /s/_Richard_M._Burns_______________
                                    Richard M. Burns, Comptroller
                                      (on behalf of the Registrant and
                                        as Chief Accounting Officer)


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