In Andover, the road has a junction with Interstate 93. It then enters the city of Lawrence, where the road turns due north, crossing the Shawsheen River into North Andover before crossing the Merrimack River at the O'Reilly Bridge back into Lawrence. It then heads into Methuen, where the road turns back to a northeasterly route after the junction with the Loop Connector (Rte. 213). The road heads into Haverhill, crossing the Merrimack twice more at a bend in the Bradford section of town. It passes north of downtown Haverhill, coming within 150 yards of the New Hampshire state line, the closest the road comes to leaving the state. Interstate 495 then passes through the towns of Merrimac and Amesbury before entering Salisbury where it immediately meets Interstate 95 and ends approximately south of where that interstate enters New Hampshire.