Henri weakened slightly to a tropical storm but still packed winds up to 75 mph in some places as it edged closer to landfall.
Millions of people on New York's Long Island and in southern New England braced Sunday for flooding, toppled trees and extended power outages.
In Providence, Rhode Island and New Bedford, Massachusetts, officials closed giant hurricane barriers that were built in the 1960s.
Rain and flooding began in some areas late Saturday.
Storm surges were also expected early Sunday.
People in the projected path spent Saturday scrambling to stock up on groceries and gasoline. Those close to the coast boarded up windows, and some evacuated.