EASTERN UTILITIES ASSOCIATES
POS AMC, 1995-02-27
ELECTRIC SERVICES
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                                                 File No. 70-8283


               SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                POST-EFFECTIVE AMENDMENT NO. 3 TO

                            FORM U-1

             APPLICATION-DECLARATION WITH RESPECT TO
       PARTICIPATION BY EUA ENERGY INVESTMENT CORPORATION
               IN A JOINT VENTURE TO COMMERCIALIZE
     AN ENERGY RELATED COMPUTER SOFTWARE AND HARDWARE SYSTEM

                              UNDER

         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

           EUA ENERGY INVESTMENT CORPORATION ("EEIC")
           P.O. Box 2333, Boston, Massachusetts 02107

            (Name of companies filing this statement
           and address of principal executive office)

                  EASTERN UTILITIES ASSOCIATES

             (Name of top registered holding company
                parent of applicant or declarant)

               CLIFFORD J. HEBERT, JR., TREASURER
                  EASTERN UTILITIES ASSOCIATES
           P.O. Box 2333, Boston, Massachusetts 02107

             (Name and address of agent for service)

        The Commission is requested to mail signed copies
          of all orders, notices and communications to:

                    ARTHUR I. ANDERSON, P.C.
                     McDermott, Will & Emery
                         75 State Street
                   Boston, Massachusetts 02109

     This Post-Effective Amendment No. 3 to the Application-
Declaration on Form U-1 dated October 6, 1993, as previously
amended by Amendment No. 1 dated October 20, 1993, Amendment
No. 2 dated November 5, 1993, Amendment No. 3 dated December 8,
1993, Amendment No. 4 dated January 19, 1994, Amendment No. 5
dated January 21, 1994, Post-Effective Amendment No. 1 dated
December 21, 1994 and Post-Effective Amendment No. 2 dated
January 27, 1995, hereby amends said Application-Declaration as
follows.

1.   The following new paragraph is hereby added to the end of
Part III of Item 1:

     Neither EEIC nor any subsidiary thereof has acquired an
ownership interest in any exempt wholesale generator ("EWG") or a
foreign utility company ("FUCO") as defined in Sections 32 and 33
of the Act, or now is or as a consequence of the transactions
proposed herein will become a party to or has or will as a
consequence of the transactions proposed herein have any right
under a service, sales or construction contract with an EWG or
FUCO, except in accordance with the provisions of the Act.

2.   The Applicant estimates that it has incurred the following
additional fees and expenses in connection with the Applicant's
within request to make additional capital contributions to
TransCapacity L.P.:

     Legal fees                         $2,500

3.   Applicable Statutory Provisions.  The section of the Act and
the rules thereunder that the Applicant considers applicable to
this request to make additional capital contributions to
TransCapacity L.P. are set forth below:

Additional capital contributions        Section 12(b); Rule 45(a)
by EEIC to TransCapacity L.P.           and Rule 54.


                            SIGNATURE

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


                              EUA ENERGY INVESTMENT CORPORATION


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

Date:  February 27, 1995

 



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