EUA COGENEX CORP
U-13-60, 1994-05-10
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              Mutual and Subsidiary Service Companies

                     Revised February 7, 1980


                          ANNUAL REPORT

                          FOR THE PERIOD

        Beginning January 1, 1993 and Ending December 31, 1993
                              TO THE

               U.S. SECURITIES AND EXCHANGE COMMISSION

                              OF THE

                     EUA COGENEX CORPORATION
               (Exact Name of Reporting Company)

                  A Subsidiary SERVICE COMPANY
                   ("Mutual" or "Subsidiary")


Date of Incorporation September 26,1983.

If not Incorporated, Date of Organization                   .


State or Sovereign Power under which Incorporated or Organized Massachusetts

Location of Principal Executive Offices of Reporting Company:
Boott Mills South, 100 Foot of John Street, Lowell, Massachusetts 01852


Name, title and address of officer to whom correspondence
concerning this report should be addressed:

Richard M. Burns, Comptroller & Asst. Treas., 1 Liberty Sq., Boston, MA  02109

(Name)              (Title)                     (Address)


Name of Principal Holding Company Whose Subsidiaries are served
by Reporting company:

                       Eastern Utilities Associates

SEC 1926 (6-82)                                TOTAL NUMBER OF PAGES - 72

                 INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60



1. Time of Filing - Annual Report essentially in the form of U-13-60 shall be
   filed appended to Form U5S, Annual Report of the Parent and Associate
   Companies Pursuant to the Public Utility Holding Company Act of 1935.  Form
   U5S is required to be filed by May 1.

2. Number of Copies - Each annual report shall be filed in duplicate.  The
company should prepare and retain at least one extra copy for itself in case
correspondence with reference to the report becomes necessary.

3. Definitions - Definitions contained in Instruction 01-8 to the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within this Form
U-13-60.

4. Organization Structure - The Company shall submit with each annual report a
copy of its current organizational chart.



LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS

                                                  SCHEDULE OR       PAGE
                                                  ACCT. NO          NO.

Description of Schedules and Accounts

COMPARATIVE BALANCE SHEET                         Schedule I        5-6
COMPANY PROPERTY                                  Schedule II       7-16

ACCUMULATED PROVISION FOR DEPRECIATION AND
 AMORTIZATION OF COMPANY PROPERTY                 Schedule III       17
INVESTMENTS                                       Schedule IV      18-19
ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES      Schedule V         20
ACCOUNTS RECEIVABLE AGING                         Schedule VI        21
ACCUMULATED PROVISION FOR UNCOLLECTABLE ACCOUNTS  Schedule VII       22
MISCELLANEOUS CURRENT AND ACCRUED ASSETS          Schedule VIII      23
MISCELLANEOUS DEFERRED DEBITS                     Schedule IX        24
PROPRIETARY CAPITAL                               Schedule XI        25
LONG-TERM DEBT                                    Schedule XII       26
CURRENT AND ACCRUED LIABILITIES                   Schedule XIII      27
NOTES TO FINANCIAL STATEMENTS                     Schedule XIV     28-45
COMPARATIVE INCOME STATEMENT                      Schedule XV        46
ANALYSIS OF BILLING - SALES & PROJECT REVENUES    Accounts 514/417   47
ANALYSIS OF MISCELLANEOUS INCOME                  Accounts 419/421 48-49
 SCHEDULE OF EXPENSE DISTRIBUTION                 Schedule XVII      50
DEPARTMENTAL ANALYSIS OF SALARIES                 Account 920        51


LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


                                           SCHEDULE OR              PAGE
                                             ACCT. NO                NO.

Description of Schedules and Accounts

OUTSIDE SERVICES EMPLOYED                  Account 923             52-53

GENERAL ADVERTISING EXPENSES               Account 930.1             54

MISCELLANEOUS GENERAL EXPENSES             Account 930.2             55

RENTS                                      Account 931               56

TAXES OTHER THAN INCOME                    Account 408               57

DONATIONS                                  Account 426.1             58

OTHER DEDUCTIONS                           Account 426.5             59

NOTES TO STATEMENT OF INCOME               Schedule XVIII            60

SCHEDULE OF TERMINATED CONTRACTS                                     61

SCHEDULE OF PROJECT VALUES                                          62-63

SCHEDULE OF ESTIMATED KILOWATTS SAVED                                 64


LISTING OF INSTRUCTIONAL FILING REQUIREMENTS

Description of Reports or Statement

PROJECT INCOME STATEMENT                                            65-68

ORGANIZATIONAL STRUCTURE                                            69-71

SIGNATURE CLAUSE                                                     72

            ANNUAL REPORT OF EUA Cogenex Corporation

             SCHEDULE I - COMPARATIVE BALANCE SHEET

Give balance sheet of the Company as of December 31 of the current and prior
year.

ACCOUNT      ASSETS AND OTHER DEBITS       AS OF DECEMBER 31, 1993
    COMPANY PROPERTY                          CURRENT       PRIOR
COMPANY PROPERTY
121  Company Property (Schedule II)         66,964,571    59,480,715
107  Construction work in progress
     (Schedule II)                          13,934,563    18,107,594
          Total Property                    80,899,134    77,588,309
108  Less accumulated provision for
     depreciation and amortization of
     company property (Schedule III)        17,515,853    17,073,593
          Net Company Property              63,383,281    60,514,716
INVESTMENTS
123  Investments in associate companies
     (Schedule IV)                          63,388,495    51,979,854
124  Other Investments (Schedule IV)        35,385,595    19,455,386
          Total Investments                 98,774,090    71,435,240
     CURRENT AND ACCRUED ASSETS
131  Cash                                       603,791      156,026
134  Special deposits                           103,627      156,581
135  Working funds                               11,250       10,750
136  Temporary cash investments (Schedule IV)       -0-        -0-
141  Notes receivable and lease receivable    7,587,418    1,202,121
143  Accounts receivable (Schedule VI)       14,512,193   12,034,494
144  Accumulated provision for uncollectible
     accounts (Schedule VII)                  (316,986)     (157,539)
146  Accounts receivable from associate
     companies (Schedule V and VI)                  -0-        8,976
152  Fuel stock expenses undistributed              -0-         -0-
154  Materials and supplies                   1,407,426      804,394

163  Stores expense undistributed                   -0-         -0-
165  Prepayments                                170,069      117,023
171  Interest receivable                        546,021      484,614
174  Misc. current and accrued assets
     (Schedule VIII)                             47,369       31,335
          Total Current and Accrued Assets   24,672,178   14,848,775
DEFERRED DEBITS
181  Unamortized debt expense                 1,006,021      190,532
184  Clearing accounts                              -0-        -0-
186  Miscellaneous deferred debits
     (Schedule IX)                              549,999      655,970
188  Research, development, or demonstration
     expenditures (Schedule X)                      -0-        -0-

          Total Deferred Debits               1,556,020      846,502
          TOTAL ASSETS AND OTHER DEBITS     188,385,569  147,645,233

ANNUAL REPORT OF EUA Cogenex Corporation

SCHEDULE I - COMPARATIVE BALANCE SHEET

ACCOUNT   LIABILITIES & PROPRIETARY CAPITAL  AS OF DECEMBER 31, 1993

                                              CURRENT        PRIOR
PROPRIETARY CAPITAL
201   Common stock issued (Schedule XI)           100           100
211   Miscellaneous paid-in-capital
      (Schedule XI)                         28,650,811   17,305,729
215   Appropriated retained earnings
      (Schedule XI)                               -0-           -0-
216   Unappropriated retained earnings
      (Schedule XI)                          10,619,440   7,083,584
          Total Proprietary Capital          39,270,351  24,389,413

LONG-TERM DEBT
223    Advances from associate companies
       (Schedule XII)                              -0-          -0-
224    Other long-term debt (Schedule XII)  120,000,000  70,000,000
225    Unamortized premium on long-term debt        -0-         -0-
226    Unamortized discount on long-term debt-debt  -0-         -0-
          Total Long-Term Debt              120,000,000  70,000,000

CURRENT AND ACCRUED LIABILITIES
231    Notes payable                          7,820,000  42,688,000
232    Accounts payable                       5,989,421   5,187,494
233    Notes payable to associate companies
       (Schedule XIII)                        8,059,000         -0-
234    Accounts payable to associate companies
       (Schedule XIII)                          776,847     174,056

236    Taxes accrued                            992,029     949,510
237    Interest accrued                       1,132,269     358,859
238    Dividends declared                           -0-         -0-
241    Tax collections payable                   83,253      11,035
242    Miscellaneous current and accrued
       liabilities (Schedule XIII)              292,367     467,940
       Total Current and Accrued Liabilities 25,145,186  49,836,894

        DEFERRED CREDITS
253    Other deferred credits                   766,218     608,400
255    Accumulated deferred investment tax
       credits                                      -0-         -0-
          Total Deferred Credits                766,218     608,400

282    ACCUMULATED DEFERRED INCOME TAXES      3,203,814   2,810,526

       TOTAL LIABILITIES &
       PROPRIETARY CAPITAL                  188,385,569 147,645,233

             ANNUAL REPORT OF EUA COGENEX CORPORATION
               For the Year Ended December 31, 1993
                 SCHEDULE II - COMPANY PROPERTY

DESCRIPTION         BALANCE AT  ADDITIONS  RETIREMENTS OTHER 1/    BALANCE
                    BEGINNING               OR SALES   CHANGES     AT CLOSE
                    OF YEAR                                         OF YEAR

COMPANY PROPERTY

Account

121 LEASEHOLD                                           (A)
    IMPROVEMENTS      83,201      21,994         -0-       (663)     104,532
                                                        (A)(B)
121 EQUIPMENT 2/  41,917,279  18,362,265 (15,011,673)   384,859   45,652,730

121 OFFICE FURNITURE                                    (A)
    AND EQUIPMENT  1,162,157     450,740          -0-   (10,540)   1,602,357
121 AUTOMOBILES, OTHER
    VEHICLES AND RELATED                                 (A)
    GARAGE EQUIPMENT 658,091     191,994     (29,214)   171,369      992,240
301 ORGANIZATION     120,757         -0-          -0-        -0-     120,757
302&MISCELLANEOUS
303 INTANGIBLE                                           (A)(B)
    PLANT         15,539,230     384,340    (794,780) 2,536,522   17,665,312
304 LAND AND
    LAND RIGHTS          -0-         -0-         -0-         -0-         -0-
305 STRUCTURES AND                                        (A)
    IMPROVEMENTS         -0-         -0-         -0-    826,643      826,643
310 AIRCRAFT AND AIRPORT
    EQUIPMENT            -0-         -0-         -0-         -0-         -0-
311 OTHER COMPANY
    PROPERTY 3/          -0-         -0-         -0-         -0-         -0-
    SUB-TOTAL     59,480,715  19,411,333 (15,835,667) 3,908,190   66,964,571

107 CONSTRUCTION
    WORK IN                                               (B)
    PROGRESS 4/   18,107,594  16,518,394 (19,052,503)(1,638,922)  13,934,563

    TOTAL         77,588,309  35,929,727 (34,888,170) 2,269,268   80,899,134


SCHEDULE II - COMPANY PROPERTY - Continued

1/   PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL: (A)
             Acquisition of EUA Day
             (B)  Transfers to other accounts

2/   SUBACCOUNTS ARE REQUIRED FOR EACH CLASS OF EQUIPMENT OWNED. THE SERVICE
     COMPANY SHALL PROVIDE A LISTING BY SUBACCOUNT OF EQUIPMENT ADDITIONS
     DURING THE YEAR AND THE BALANCE AT THE CLOSE OF THE YEAR:

SUBACCOUNT DESCRIPTION                         NET                BALANCE
                                             CHANGE               AT CLOSE
                                                                  OF YEAR

(1)  Utility Load Reduction Programs        1,380,242            21,223,035
(2)  Energy Management Programs             4,029,148            18,377,758
(3)  Packaged Cogeneration                (2,194,105)             5,212,730
(4)  Energy Management Equipment              520,166
 839,207

See Attachments A, B, C, D, E, F, G and H for detail of equipment
by project

        TOTAL                               3,735,451            45,652,730

3/   DESCRIBE OTHER COMPANY PROPERTY:
4/   DESCRIBE CONSTRUCTION WORK IN PROGRESS:

212  West Seneca Development Center           600,000
296  Bankers Trust Company                    470,275
392  Columbia                               1,022,366
466  Enersave                               2,342,872
618  Potomoc Electric Power                   282,976
672  Sheraton Washington                      442,647
779  Enersave ConEd                         1,468,683
780  Metropolitan Square                      269,346
807  Eastman Kodak Co.                      1,179,972
808  Sycom                                  1,296,902
853  Hungarian Energy Services Co.            115,899
869  Enersave Inc.                            871,186
889  Golten Marine                            122,926
902  Blount County Phase II                   361,782
908  Lasalle Military Academy                 126,744
914  Boston University Phase II Mechanical    133,718
     107 Other projects under $100,000      1,322,638
     unallocated costs - to be
     allocated in 1994                      1,503,631
                                           13,934,563

SCHEDULE II - ATTACHMENT A
EQUIPMENT DETAILED BY PROJECT

Subaccount Description                            NET          BALANCE
                                                 CHANGE        AT CLOSE
                                                               OF YEAR
101  J.B.  Thomas (2)                           (373,305)          -0-
102  City of Lowell (2)                            5,498        13,705
103  Worcester County Hospital (3)              (52,554)        28,588
106  Winthrop Hospital (2)                         8,247         8,247
108  City of Lawrence (2)                            -0-       381,522
109  Worcester County Court Hs. & Jail (3)     (662,307)        42,608
117  Oak Island Nursing Home (2)                   6,735       125,266
118  Sullivan County (2)                             -0-       301,402
123  City of Woonsocket (2)                          132        46,372
127  Fogarty Memorial Hospital (3)             (206,825)           -0-
130  Jackson Brook Institute (2)                     -0-       280,899
140  Globe Manufacturing (3)                     (6,985)           -0-
142  Hillsborough County (2)                    (61,346)           -0-
144  Guardian Industries (1)                    (64,588)           -0-
145  Paul Revere (Mass Elect)(1)                     -0-       112,746
146  Bella Vista (3)                           (593,826)           -0-
152  T.J. Maxx (2)                                   -0-       653,487
157  Skytop (2)                                      -0-        81,201
159  Parkwest Hotel (2)                           17,675       128,194
160  Savings Bank Life Insurance (1)                 -0-        67,006
164  10 N.E. Executive Park Trust (Boenco) (1)       -0-        58,227
167  Hampshire Hills Sport Club (2)                  -0-        78,657
168  YMCA, Greenwich CT (3)                     (86,912)           -0-
169  YMCA, Westport CT (3)                      (57,921)           -0-
172  S.A.Y. (1)                                      -0-        41,686
173  CoEnergy, Ltd. (3)                         (80,397)           -0-
180  Meadowbrook East, Allentown PA (2)              -0-        83,726
181  Cedar Crest College, Allentown PA (1)           -0-       127,794
186  Lincoln Village (3)                       (488,501)           -0-
195  Zayre (1)                                  (34,667)           -0-
212  West Seneca Development Ctr. (1)          2,502,198    2, 502,198
     Sub-Total                                 (229,649)    5, 163,531

               SCHEDULE II - ATTACHMENT B
              EQUIPMENT DETAILED BY PROJECT


Subaccount Description                             NET       BALANCE
                                                  CHANGE     AT CLOSE
                                                             OF YEAR

SUB-TOTAL FROM ATTACHMENT A                   (229,649)     5,163,531

216   Holiday Inn, Hyannis MA (2)                   -0-        91,116
223   Millhurst Mills (2)                           -0-        13,977
224   Flaghouse (2)                                 -0-        16,000
228   Clark College (2)                             -0-       622,147
240   Worcester Company (3)                      36,470     4,915,927
241   RCS/Com Electric (1)                    (405,000)           -0-
245   Edison Estates (2)                            -0-        51,550
246   Raratan Valley Community College (2)          -0-       375,181
247   Lebanon Valley College (2)                    -0-       270,010
253   RCS, Com Electric Group II (1)          (343,474)           -0-
259   National Office Supply (2)                    -0-        11,000
262   RCS/Group III (1)                       (471,200)           -0-
265   AT&T, Rochelle Park, NJ (2)                   -0-        35,690
266   Automatic Machine (1)                         -0-        13,319
269   RCS/Group IV (1)                      (1,734,334)           -0-
276   Tara Hyannis Hotel & Resort (1)         (164,990)           -0-
290   Dedham Holiday Inn (1)                        866        95,056
292   Somerset Vocational School (2)                -0-       149,724
295   Carney Hospital (1)                           -0-        40,297
296   Bankers Trust (1)                       (327,098)           -0-
299   Kaufman Carpet (2)                      (225,685)           -0-
300   Star Market (1)                          (67,698)           -0-
301   Zayre/Ames (1)                           (49,933)           -0-
303   Intermediate School (2)                       -0-        63,950
304   Dwight Englewood (2)                          -0-        40,914
305   Rowes (Beacon)(1)                             -0-       301,827
307   Schraft's (1)                                 -0-       315,191

      Sub-Total                             (3,981,725)    12,586,407

                  SCHEDULE II - ATTACHMENT C
                 EQUIPMENT DETAILED BY PROJECT

Subaccount Description                       NET            BALANCE
                                             CHANGE         AT CLOSE
                                                            OF YEAR

SUB-TOTAL FROM ATTACHMENT B              (3,981,725)      12,586,407

314   Maidenform (2)                       (158,098)             -0-
326   Purity Cambridge (1)                  (32,266)             -0-
327   Purity Marshfield (1)                 (89,608)             -0-
328   Purity Kingston (1)                   (70,409)             -0-
329   Purity Manomet (1)                    (66,154)             -0-
340   Star Market #108 (1)                    18,364          18,364
341   Star Market #138 (1)                  (29,992)          29,992
342   Star Market #102 (1)                  (29,305)          29,305
343   Star Market #112 (1)                  (24,382)          24,382
344   Nordstrom (2)                         (28,800)             -0-
347   Tillotson-Pearson (2)                 (60,600)             -0-
348   Nordstrom Santa A (2)                 (51,200)             -0-
350   Methuen H.S. (1)                      (75,266)             -0-
359   Guest Quarters-Waltham (1)            (65,681)         232,869
360   Kappy's Liquor (1)                    (13,370)             -0-
364   Prince George (2)                          -0-         963,751
378   Luzo Foods (1)                        (90,995)             -0-
382   Medical College (2)                    144,868       1,379,356
383   Harvard School (2)                        -0-          587,186
385   Robertwood Johnson University
        Hospital (2)                           7,877         693,834
386   Warren Hospital                            -0-         224,857
387   Camden City Mun. (2)                       -0-         527,956
388   E. Penn Psych. (2)                         -0-         135,529
390   Bucks City College (2)                     -0-         236,984
391   Winterthur Museum (2)                      -0-         123,600
393   Hackensack Medical Center (2)              241         436,950
394   Keystone Jr. College (2)                   -0-         226,210
396   Altus Group (2)                            -0-         230,122
398   Star Market #118 (1)                  (21,152)          21,152
399   Star Market #136 (1)                  (26,883)          26,883
400   Star Market #141 (1)                  (27,698)          27,698
401   Star Market #120 (1)                  (20,112)          20,112
405   First Church (1)                           -0-         127,200
406   Guest Quarters (1)                         -0-         150,904
407   Star Market #119 (1)                  (23,852)          23,852
408   Star Market #106 (1)                  (28,896)          28,896
SUB-TOTAL                                (4,314,869)      19,114,351

                  SCHEDULE II - ATTACHMENT D
                 EQUIPMENT DETAILED BY PROJECT

Subaccount Description                             NET          BALANCE
                                                  CHANGE        AT CLOSE
                                                                OF YEAR

SUB-TOTAL FROM ATTACHMENT C                   (4,314,869)      19,114,351

411   USMCAS - Phase 2 (1)                      (299,716)             -0-
435   Alpha Industries (1)                            -0-
  285,229                                                             447
Cambridge Friends (1)                      (16,440)                   -0-
448   T.J. Maxx #372 (1)                         (25,490)             -0-
449   Lee Jay #28 (1)                             (9,757)             -0-
453   USMCAS - Phase 3 (2)                      (155,807)             -0-
455   Trammel Crow Company (1)                    (5,753)             -0-
458   Somerville Lumber, Somerville (1)               296             -0-
460   Hotel Meridien (1)                              -0-          18,417
468   Sheraton Tara (1)                               -0-         105,932
470   Esco Caribbean, Inc. (1)                        -0-          33,989
471   Finkelstein Memorial Library (1)                240          65,394
472   Ford Products (1)                               -0-          82,055
473   Swank, Inc. (2)                            (80,949)             -0-
478   Murray School House Plaza (2)                   -0-          31,208
479   Murray Construction (2)                         -0-          15,954
480   Becton Dickenson (2)                            -0-          77,213
481   Mountain Lake Tennis Club (2)                   -0-          25,259
482   Fairlawn Lakes Tennis Club (2)             (24,654)             -0-
483   National Office Supply (2)                 (39,062)             -0-
484   Borough of Freehold (2)                         -0-          86,730
485   Interfaith Medical Center (1)             (479,360)             -0-
487   Lafayette Mills (2)                             -0-          40,775
488   Taylor Mills (2)                                -0-          46,310
489   Milford Brook (2)                               -0-          89,404

      SUB-TOTAL                               (5,451,321)      20,118,220

                 SCHEDULE II - ATTACHMENT E
               EQUIPMENT DETAILED BY PROJECT

Subaccount Description                             NET          BALANCE
                                                  CHANGE        AT CLOSE
                                                                OF YEAR

SUB-TOTAL FROM ATTACHMENT D                   (5,451,321)      20 ,118,220

490   Pine Brook (2)                                  -0-           73,581
491   Clark Mills School (2)                          -0-           52,324
492   Franklin Lakes (2)                              -0-           22,485
493   Racquetball & Nautilus Center (2)          (12,910)              -0-
494   Green Township School District (2)              -0-           39,708
495   West Morris YMCA (2)                            -0-            9,925
496   Park Shore Manor Health Care (2)                -0-           65,929
499   New Brighton Manor & Care Center (2)       (43,739)              -0-
501   Coburn Corp. (2)                            (4,577)              -0-
502   Club at Woodbridge (2)                          -0-           55,801
503   Kaufman Carpet - Headquarters (2)          (12,907)              -0-
505   Werner Erhard & Associates (2)                  -0-          135,000
506   Beres Industries (2)                            -0-           30,809
507   Plymouth Lampton (2)                            -0-           13,856
508   Paper Mart, Inc. (2)                            -0-           76,648
510   Daughters of Jacob Nursing Home (2)       (123,825)              -0-
511   Pavillion Towers (2)                            -0-           25,000
513   Brooklyn Law School (2)                    (39,393)              -0-
523   Polaroid Corporation (1)                        -0-          166,005
540   Bluebeard's Castle Hotel (2)                    -0-           71,740
541   The Buckley School (1)                          -0-           54,535
542   The Italian Center (1)                          -0-           14,938
544   Rockville Nursing Home (1)                 (25,067)              -0-
545   Seymour Specialty Wire Company (1)              -0-           35,490
546   Theis Precision Steel Corporation (1)           -0-          144,189
549   Abbey Manor Convalescent Home (1)               -0-            8,780
550   American Graphics, Inc.                         -0-            9,985
551   Bucklin, Colrain, Shelburne Reg. School (1)     -0-           12,142
552   Buckley Convalescent Home (1)                   -0-           11,050
553   Country Curtains (1)                            -0-           16,422
554   Diesel Dans, Inc. (1)                           -0-            7,886
555   Gersten Enterprises (1)                         -0-            4,646
556   Hillcrest Hospital (1)                          -0-           42,585
557   J.E. Smith & Company, Inc. (1)                  -0-            8,013
558   Kanthal Corporation (1)                         -0-           22,907
559   Plainville Wayside Furniture Co. (1)       (12,683)              -0-
      SUB-TOTAL                               (5,726,422)      21 ,350,599

                 SCHEDULE II - ATTACHMENT F
                EQUIPMENT DETAILED BY PROJECT

Subaccount Description                             NET            BALANCE
                                                  CHANGE          AT CLOSE
                                                                  OF YEAR

SUB-TOTAL FROM ATTACHMENT E                   (5,726,422)       21,350,599

560   Royal Pavillion Condominiums (1)           (25,452)             -0-
561   Waterford Country School, Inc. (1)              -0-           10,916
567   Davenport Realty Trust (1)                      -0-              278
570   Pepsi-Cola Metropolitan Bottling Co. (1)      1,824          655,132
583   Lahey Clinic (1)                              8,463          190,614
584   Orange County Community College (1)         188,875          748,214
593   Beall-Ladymon Corp. (2)                         -0-           35,015
595   Oak Nursing Home (1)                            -0-           51,472
605   Public Service of Colorado (2)                 (11)           10,845
608   Town of Clarkstown (1)                          440          118,915
611   Boston University Phase I                   772,530          772,530
612   Watt Management Company (2)                     -0-          365,044
621   Albertus Magnus High School (1)                 430          116,188
634   Savings Oil Company, Inc. (2)                   -0-           35,771
635   Shelter Bay Company (2)                         -0-           13,019
636   Canaan Market (1)                               -0-              648
638   Scandals Hair Design, Inc. (2)                  -0-            6,340
639   Petco Animal Supplies, Inc. (2)                 -0-            4,841
640   USMC Phase 4 (2)                           (64,741)              -0-
642   Portsmouth Virginia Schools (2)             (1,850)              -0-
643   Instron Corporation (1)                      36,010           36,010
645   Toshiba America (2)                              48           94,365
648   Country Grocer (1)                              -0-           14,837
649   Dupont & Tobin (1)                              -0-            8,825
651   Nejaime's Store (1)                             -0-            8,574
652   Springfield Olympia (1)                         -0-           23,347
653   Stadium Systems (1)                             -0-           17,770
655   DOE Bldg - Lighting Upgrade                 800,370          800,370
656   Cliff Colbert Chevrolet - Oldsmobile, Inc. (2)  -0-           19,617
659   Simon's Rock of Bard College (1)                -0-           73,724
660   Town of Greenfield (1)                          -0-           22,804
661   Moldmaster Engineering, Inc. (1)                -0-           18,716
662   Chapel Bridge Park (1)                          -0-          311,535
670   U.S. Post Office, Stm. Inc. (1)         (1,394,743)           10,866

      SUB-TOTAL                               (5,404,229)       25,947,741

                   SCHEDULE II - ATTACHMENT G
                  EQUIPMENT DETAILED BY PROJECT

Subaccount Description                             NET            BALANCE
                                                  CHANGE          AT CLOSE
                                                                  OF YEAR

SUB-TOTAL FROM ATTACHMENT F                   (5,404,229)       25,947,741

673   Bel Air Markets (2)                              30           36,896
676   Dominican Convent (1)                         2,689          173,305
677   Central Berkshire School District (1)           -0-          133,762
680   Closter Board of Education (1)                4,729          119,364
681   New Lebanon Central School Dist. (1)            238           63,681
682   Cavellero Plastics, Inc. (1)                    -0-           15,206
684   North Rockland Central School Dist. (1)      17,202        1,007,809
687   Vanier Graphics (2)                              42           33,091
693   Auburn Journal (2)                               28           26,511
696   MEM Company (1)                               2,444          223,751
699   Brook & Mack, Inc. (2)                     (27,987)              -0-
700   Palm Beach Gardens (2)                      209,121          218,284
707   60 Craig Road Investors (1)                     185           48,333
708   Materials Research Corporation (1)              589          152,788
752   Henry Mayo hospital (2)                         195          151,957
753   Hillhaven Corp d/b/a Franklin House (2)      13,250           13,250
757   Nordstroms - Dan Diego (2)                      -0-           38,609
758   Shisheido America, Inc. (1)                     406           72,972
759   Chester Union Free School District (1)        9,095          166,435
762   USA Dept. Navy (2)                            1,378          948,905
763   Com/Elec - All Projects (1)                  54,482        5,815,525
764   Mt. Vernon Hospital (1)                      61,986          132,750
776   Village Green Nursing Home (2)                  -0-           24,984
777   Barnert Hospital                            180,191          180,191
781   Sandoval County (2)                             -0-           31,602
783   1560 Broadway (1)                           318,163          318,163
784   Northshore Medical & Dental Center (2)          -0-           40,929
789   Hebrew Academy (2)                              -0-          123,896
795   One Wells Avenue Associates (1)             149,273          149,273
798   Kurt Saracen (1)                               (26)              (26)
800   Roseway St. Realty (1)                          -0-           60,774
803   Berlin School District (2)                   68,341           77,378
804   Arthur Blank & Co., Inc. (1)                   (17)              (17)
806   Nanuet Public Schools (1)                    28,689          251,797
811   Hornick (1)                                  20,209          175,315
812   United Nations International School (1)      35,521           35,521
819   Metro Park Associates, L.P. (2)              69,524           69,524
833   Kentucky Fried Chicken (2)                    3,264           60,898
834   Washboard Laundries (2)                         -0-           56,156
843   Nihonmachi Terrace (3)                        5,653          225,613
      Sub-Total                               (4,175,342)       37,422,896

                SCHEDULE II - ATTACHMENT H

              EQUIPMENT DETAILED BY PROJECT


Subaccount Description                             NET            BALANCE
                                                  CHANGE          AT CLOSE
                                                                  OF YEAR

SUB-TOTAL FROM ATTACHMENT G                   (4,175,342)       37,422,896

850   Churchill Crossing (2)                       79,594           79,594
854   400 Atlantic Avenue (2)                      92,035           92,035
855   Inglewood Civic Plaza - 101 N. LaBrea (2)    60,050           60,050
856   Inglewood LaBrea Associates -
111   N. LaBrea (2)                               114,232          114,232
857   Arsenal Mall/Watertown Arsenal
      Associates (2)                               40,053           40,053
858   Greendale Mall/New England Development (2)  248,759          248,759
859   VA Hospital-Dept. of Veteran Affairs (2)   (39,340)          (39,340)
861   Fort McPherson/Fort Gillen (2)            1,601,625        1,601,625
862   Mobile Airport Authority (2)                172,909          172,909
868   UPS                                         500,686          500,686
870   Whitehall (Cape Island) NH (2)               14,870           14,870
874   Grand Tokyo USA, Inc. (2)                    84,106           84,106
879   Star Market #110 (1)                         19,360           19,360
880   Star Market #126 (1)                         29,361           29,361
881   Star Market #113 (1)                         23,950           23,950
885   Revere High School (2)                          733              733
891   400 Elmwood Associates (2)                  152,001          152,001
894   HTI - Bayshore Medical Center (2)            14,020           14,020
901   Blount I - Board of Education (2)              (38)              (38)
911   Southmore Medical Center (2)                     46               46
915   Briarwood One Limited Partnership (2)       146,232          146,232
922   Barry University (2)                      1,268,948        1,268,948
940   Feenan financial Group (2)                   12,897           12,897
947   HTI - Detar Hospital (2)                         45               45
       EUA Nova                                    39,881          358,922
       EUA Day                                    480,285          480,285
       Con Edison (1)                           1,753,170        1,753,170
       CES Way (2)                              1,000,323        1,000,323
       Sub-Total                                7,390,627        7,390,627
       TOTAL                                    3,735,451       45,652,730

(1)  Utility Load Reduction Programs
(2)  Energy Management Program
(3)  Packaged Cogeneration
(4)  Energy Management Equipment

             ANNUAL REPORT OF EUA COGENEX CORPORATION
               For the Year Ended December 31, 1993
                          SCHEDULE III
          ACCUMULATED PROVISION FOR DEPRECIATION AND
               AMORTIZATION OF COMPANY PROPERTY

DESCRIPTION           BALANCE     ADDITIONS    RETIRE-   OTHER    BALANCE
                         AT        CHARGED      MENT    CHANGES   AT CLOSE
                      BEGINNING        TO                 ADD 1/  OF YEAR
                      OF YEAR     ACCTS 403,            (DEDUCT)  405 & 417

ACCOUNTS
111  ORGANIZATION       120,579        179       -0-       -0-      120,758

111  MISCELLANEOUS                                     (B)
     INTANGIBLE PLANT 1,228,623  1,244,231   133,864     19,280   2,358,270

122  LEASEHOLD                                         (A)
     IMPROVEMENTS        11,987     12,750       -0-       (264)     24,473
                                                       (A)(B)
122  EQUIPMENT       14,867,830  4,987,747 6,542,499    334,932  13,648,010

122  OFFICE FURNITURE                                  (A)
     AND FIXTURES       551,551    232,126       -0-     (8,321)    775,356

122  AUTOMOBILES, OTHER
     VEHICLES AND RELATED                              (A)(B)
     GARAGE EQUIPMENT   293,023     68,319    13,749    180,433     528,026

304  LAND AND LAND RIGHTS   -0-        -0-        -0-       -0-         -0-

305  STRUCTURES AND                                     (A)
     IMPROVEMENTS           -0-        -0-        -0-    60,960      60,960

310  AIRCRAFT AND AIRPORT
     EQUIPMENT              -0-        -0-        -0-       -0-         -0-

311  OTHER COMPANY
     PROPERTY               -0-        -0-        -0-       -0-         -0-

                     17,073,593  6,545,352  6,690,112   587,020  17,515,853

  1/   PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

     (A)  Acquisition of EUA Day
     (B)  Transfers to other accounts

               ANNUAL REPORT OF EUA Cogenex Corporation
                 For the Year Ended December 31, 1993
                     SCHEDULE IV - INVESTMENTS

INSTRUCTIONS:  Complete the following schedule concerning investments.



Under Account 124 "Other Investments", state each investment separately,
with description, including the name of issuing company, number of shares
or principal amount, etc.

DESCRIPTION                               BALANCE AT        BALANCE AT
                                         BEGINNING OF        CLOSE OF
                                            YEAR               YEAR

ACCOUNT 123 - INVESTMENT IN SUBSIDIARY COMPANIES
Investments in Subsidiary Companies
Micro Utility, L.P.                       4,232,128          3,610,051
EUA/Highland Energy Group                   373,418          2,015,151
EUA Onsite                               18,718,233         21,441,388
EUA/FRCII Energy Associates              17,348,737         16,417,613
EUA/ICC Partners, L.P.                      102,621            126,077
Energy Capital & Services I & II         11,204,717         19,778,215
  Total Equity Investments               51,979,854         63,388,495
ACCOUNT 124 - OTHER INVESTMENTS
Notes Receivable
Greater Lawrence Sanitation                 136,186             47,951
Interstate Lanes                             17,320
7,197
Sycom Enterprises                         2,146,378          3,408,671
Columbia University                             -0-          6,016,321
MA Institute of Technology Phase II             -0-          2,984,550
Interfaith Medical - Large                      -0-          1,129,000
IES - State of Connecticut                      -0-             40,000
Boston University Phase II                      -0-            805,590
Eastman Kodak                                   -0-          3,161,734
Sycom - Pepco                                   -0-            159,040
Veterans Association Hospital                   -0-          4,293,571
Jewish Federation Council                       -0-             55,790
Sunbelt Regional Medical                        -0-            113,155
Blount County Phase I                           -0-            611,065
Valley Regional Medical Center                  -0-             77,000
Boston Edison DSM Notes                   9,904,000         10,896,538
Detar Hospital                                  -0-             61,498
  Total Notes Receivable                 12,203,884         33,868,671

                  ANNUAL REPORT OF EUA Cogenex Corporation
                   For the Year Ended December 31, 1993

                  SCHEDULE IV - INVESTMENTS (Continued)

INSTRUCTIONS:  Complete the following schedule concerning investments.


Under Account 124 "Other Investments", state each investment separately,
with description, including the name of issuing company, number of
shares or principal amount, etc.


DESCRIPTION                               BALANCE AT           BALANCE AT
                                         BEGINNING OF           CLOSE OF
                                            YEAR                  YEAR

ACCOUNT 124 - OTHER INVESTMENTS
Long Term Lease Receivable
Miscellaneous                                (3,791)                 -0-
MA Institute of Technology Phase I & II    2,026,667                 -0-
Modicon                                       58,411               8,165
Columbia University                        4,235,571                 -0-
Boston University Phase II                 1,018,706                 -0-
Broadway Trade Center                            -0-              78,135
Portsmouth City Schools                       84,062             677,181
White Memorial Medical Center                    -0-             403,611
Diagnostic Center Hospital                       -0-              87,737
Bayshore Medical Center                          -0-             124,518
Brownwood Regional Hospital                      -0-             137,577
  Total Long Term Lease Receivable         7,251,502           1,516,924
    TOTAL INVESTMENTS                     71,435,240          98,774,090

                     ANNUAL REPORT OF EUA Cogenex Corporation

                     For the Year Ended December 31, 1993

            SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES

INSTRUCTIONS:  Complete the following schedule listing accounts receivable.



DESCRIPTION                               BALANCE AT           BALANCE AT
                                         BEGINNING OF           CLOSE OF
                                            YEAR                  YEAR


ACCOUNT 146 - ACCOUNTS RECEIVABLE
     Eastern Utilities Associates            1,561                 -0-
     EUA Service Corporation                 3,798                 -0-
     Eastern Edison Company                  3,617                 -0-
       TOTAL                                 8,976                 -0-

                    ANNUAL REPORT OF EUA Cogenex Corporation

                      For the Year Ended December 31, 1993

                    SCHEDULE VI - ACCOUNTS RECEIVABLE AGING

INSTRUCTIONS:    Complete the following schedule concerning the aging of
accounts receivable for Account 143 - Accounts

  Receivable and Account 146 -
Accounts Receivable from Associated companies

DESCRIPTION                               BALANCE AT           BALANCE AT
                                         BEGINNING OF           CLOSE OF
                                            YEAR                  YEAR


Account 143 - Accounts Receivable

          0 - 30 Days                      6,627,183           6,879,302
         31 - 60 Days                      1,168,961           2,393,360
         62 - 90 Days                      1,087,965           1,514,369
         91 - over                         3,150,385           3,725,162

                   Total                  12,034,494          14,512,193

Account 146 - Accounts Receivable
     from associated companies

         0 - 30 Days                           8,976                -0-

                   Total                       8,976                -0-

                   ANNUAL REPORT OF EUA Cogenex Corporation

                     For the Year Ended December 31, 1993

          SCHEDULE VII ACCUMULATED PROVISION FOR UNCOLLECTABLE ACCOUNTS

INSTRUCTIONS:    Complete the following analysis of accumulated provision for
uncollectible accounts receivable.


                                         CURRENT YEAR
DESCRIPTION               BALANCE AT     PROVISIONS   WRITE-OFF   BALANCE AT
                         BEGINNING OF                              CLOSE OF
                             YEAR
 YEAR

Account 144
Provision for
uncollectible account      157,539         217,818    (58,371)     3 16,986

     TOTAL                 157,539         217,818    (58,371)     3 16,986

               ANNUAL REPORT OF EUA Cogenex Corporation

                 For the Year Ended December 31, 1993

                           SCHEDULE VIII

               MISCELLANEOUS CURRENT AND ACCRUED ASSETS

INSTRUCTIONS:  Provide detail of items in this account.  Items less than
$10,000 may be grouped, showing the number of items in each group.



DESCRIPTION                               BALANCE AT           BALANCE AT
                                         BEGINNING OF           CLOSE OF
                                            YEAR                  YEAR


ACCOUNT 174 - MISCELLANEOUS
CURRENT AND ACCRUED ASSETS

     Executive Life Insurance               31,335               47,369

          TOTAL                             31,335               47,369

                  ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1993

                SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS

INSTRUCTIONS:  Provide a detail of items in this account.  Items less than
$10,000 may be grouped by class showing the number of items in each class.

DESCRIPTION                               BALANCE AT           BALANCE AT
                                         BEGINNING OF           CLOSE OF
                                            YEAR                  YEAR


ACCOUNT 186 -
  MISCELLANEOUS DEFERRED DEBITS

Dupont Merck                                 183,432                -0-
Emerson Hospital                              23,888                -0-
Strathmore Paper (Marathon/EUA)              107,309                -0-
AT&T Information & Network Systems            28,581                -0-
Unearned Compensation                         10,000                -0-
EUA/Beacon                                     3,720              51,220
Sycom                                         44,763              44,906
50/50 SEC Ruling                              85,349              81,575
State of RI Sales Tax Audit                   13,242                -0-
Landis & Gyr - MCC Powers Overpayment Recog.  22,414                -0-
EUA Onsite Acquisition                       127,269             132,627
Foley, Hoag & Eliot                            6,003
 -0-
EUA Day - Costs in Excess of Billing             -0-             132,077
EUA/Electricity Supply Board                     -0-              60,538
Canada - MWE Legal Fees                          -0-              13,851
Measuring & Monitoring Advance                   -0-              10,778
Miscellaneous (12)                               -0-              22,427
  TOTAL                                      655,970             549,999


                 ANNUAL REPORT OF EUA Cogenex Corporation
                   For the Year Ended December 31, 1993
                     SCHEDULE XI - PROPRIETARY CAPITAL

ACCOUNT    CLASS OF  NUMBER OF   PAR OR STATED OUTSTANDING CLOSE OF PERIOD
NUMBER      STOCK     SHARES       VALUE PER
                    AUTHORIZED      SHARE      NO. OF SHARES  TOTAL AMOUNT

201    COMMON STOCK  1,000          $0.10           1,000        $100.00
       ISSUED

INSTRUCTIONS:     Classify amounts in each account with brief explanation,
disclosing the general nature of transactions which give rise to the reported
amounts.

DESCRIPTION                                                 AMOUNT

ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL                 28,650,8 11
ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS                       -0-
 (1) See Schedule XIV Notes to Financial Statements, Page 28
    TOTAL                                                   28,650,8 11

INSTRUCTIONS:     Give particulars concerning net income or (loss) during
the year, distinguishing between compensation for the use of capital owed
or net loss remaining from servicing non-associate per the General
Instructions of the Uniform System of Accounts.  For dividends paid during
the year in cash or otherwise, provide rate percentage, amount of di vidend,
date declared and date paid.

DESCRIPTION              BALANCE AT    NET INCOME   DIVIDENDS   BALANCE
                         BEGINNING         OR          PAID      CLOSE
                          OF YEAR        (LOSS)                 OF YEAR

ACCOUNT 216 -
UNAPPROPRIATED

 RETAINED EARNINGS     7,083,584     3,535,856         -0-     10,619,440

          TOTAL        7,083,584     3,535,856         -0-     10,619,440

             Annual Report of EUA Cogenex Corporation
               For the Year Ended December 31, 1993
                 SCHEDULE XII - LONG-TERM DEBT

INSTRUCTIONS:  Advances from associate companies should be reported separately
for advances on notes, and advances on open account.  Names of associate
companies from which advances were received shall be shown under the class and
series of obligation column.  For Account 224 - Other long-term debt provide
the name of creditor company or organization, terms of obligation, date of
maturity, interest rate, and the amount authorized and outstanding.

<TABLE>
NAME OF    TERMS OF OBLIG    DATE OF   INT.  AMOUNT   BALANCE  ADDITION  1/    BALANCE
CREDITOR   CLASS & SERIES    MATURITY  RATE  AMORT-     AT              DEDUC- AT CLOSE
           OF OBLIGATION                      IZED    BEGINNING         TION   OF YEAR
                                                       OF YEAR
<CAPTION>

<S>       <C>                <C>       <C>   <C>       <C>        <C>      <C>     <C>

ACCOUNT 223 -
ADVANCES FROM
PARENT AND
ASSOCIATE
COMPANIES

ACCOUNT 224 Unsecured Notes 09/03/97  7.22%  15,000,000 15,000,000 -0-      -0-   15,000,000
OTHER LONG   to Prudential
TERM DEBT:   Ins. Co. of
             America & PRUCO
             Life Ins. Co.

             Unsecured Notes 10/30/01  9.6%  20,000,000 20,000,000 -0-      -0-   20,000,000
             to Prudential
             Ins. Co. of
             America & PRUCO
             Life Ins. Co.

            Unsecured Notes 06/30/05 10.56%  35,000,000 35,000,000 -0-       -0-  35,000,000
              to Prudential
              Ins. Co. of
              America

            Unsecured Notes 09/15/00  7.0%   50,000,000     -0-    50,000,000 -0- 50,000,000
              to qualified
              institutional buyers
              under Rule 144A
              of the 1993 Act

                TOTAL                       120,000,000 70,000,000 50,000,000 -0-120,000,000

</TABLE>

1/ GIVE AN EXPLANATION OF DEDUCTIONS:

              ANNUAL REPORT OF EUA Cogenex Corporation

               For the Year Ended December 31, 1993

          SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES

INSTRUCTIONS:    Provide balance of notes and accounts payable to each
associate company. Give description and amount of miscellaneous current and
accrued liabilities.  Items less than $10,000 may be grouped, showing the
number of items in each group.

DESCRIPTION                               BALANCE AT           BALANCE AT
                                         BEGINNING OF           CLOSE OF
                                            YEAR                  YEAR


ACCOUNT 233 - NOTES PAYABLE TO
ASSOCIATE COMPANIES
     Eastern Utilities Associates            -0-                8,059,000


       TOTAL                                 -0-                8,059,000
ACCOUNT 234 - ACCOUNTS PAYABLE TO
ASSOCIATE COMPANIES
     Eastern Utilities Associates         17,274                   26,981
     EUA Service Corporation             154,344                  746,743
     Eastern Edison Company                1,032                    1,717
     Newport Electric Corporation          1,406
1,406
       TOTAL                             174,056                  776,847
ACCOUNT 242 - MISCELLANEOUS CURRENT
AND ACCRUED LIABILITIES
     Commitment Fee                       18,750                    7,928
     Pension Liability                   341,996                   42,236
     Retainage Liability                   6,902                  129,466
     Acquisition of N.E. Sun Control      90,292                      -0-
     Restricted Stock Plan                10,000                   10,000
     EUA Nova                                -0-                 (200,000)
     Lease Obligations - AT&T                -0-                   13,980
     401K Savings                            -0-                  149,017
     Accrued Payroll                         -0-                   40,062
     Billing in excess of cost               -0-                   75,038
     Miscellaneous (6)                       -0-                   24,640
       TOTAL                             467,940                  292,367

                     EUA Cogenex Corporation
           Notes To Consolidated Financial Statements
            For The Years December 31, 1993 and 1992


A. General

EUA Cogenex Corporation (the Company) is an energy services company which
designs, installs, fabricates, and finances energy savings projects systems
for the lighting, heating and self generation of customer facilities.  The
Company also provides these services to non-affiliated public utilities as a
performance contractor to reduce demand on the utility system and is entitled
to receive payments under demand side management programs.

The Company is a wholly-owned subsidiary of Eastern Utilities Associates (EUA),
a registered public utility holding company.  In addition to its investment in
the Company, EUA has interests in retail and wholesale utility companies
operating in the New England region, a service corporation and two other non-
utility companies.  As a subsidiary of EUA, the accounting policies and
practices of the Company are subject to review by the Securities and Exchange
Commission (SEC) under the Public Utility Holding Company Act of 1935.  The
Company is regulated by the SEC in matters related to its own debt financings
and asset acquisitions.  The SEC requires that the Company earn at least 50%
of its revenues within the New England and New York area.  A description of the
significant accounting policies follows in Note B.

The prices charged by the Company to its Energy Management Services and Utility
Demand Side Management Programs customers are not regulated by any federal or
state regulatory agency.  State Public Utility Commissions (PUCs) have broad
jurisdiction to regulate non-qualifying cogeneration facilities as electric
utilities.  In some states where the Company has an interest in qualifying
cogeneration projects, it is possible that the PUC may seek to assert
jurisdiction over the terms of the Company's cogeneration contracts. To date,
no such actions have been taken.  Although not expected, the Company cannot
predict whether these projects will be subject to such regulations in the
future.

B. Summary of Significant Accounting Policies

   Equity Investment

The financial statements reflect the company's investments in seven partnership
entities under the equity method of accounting.  These amounts are shown on the
company's balance sheet at December 31, 1993 and 1992 as investments in
associated companies.

EUA Cogenex Corporation
Notes To Consolidated Financial Statements, Continued
For The Years December 31, 1993 and 1992

Reclassification

Certain prior period amounts on the financial statements have been
reclassified to conform with current year presentation.

Transactions with Affiliates

Transactions between the Company and other EUA affiliated companies include the
following:  for accounting and other administrative services rendered by EUA
Service Corporation, the Company incurred costs of approximately $965,000 in
1993 and $568,000 in 1992 and paid office rental expense of approximately
$11,000 and $10,000, respectively to Eastern Edison Company.

Revenues

Revenues and contract expenses are based on the financial arrangements
established by each individual contract.  Revenue recognition is determined as
follows:

Paid from Savings Contracts

Under paid from savings contracts, the Company receives payments from customers
as energy savings are calculated and verified on a regular basis over a fixed
contract ter m.  Revenue is recognized as such savings are realized by
customers.  Constructi on and installation costs are amortized as contract
expenses on a straight-line basis over the applicable contract term.  Losses
on contracts are fully re cognized in the period that they become estimable.

Cogeneration

The Company has contracts with various customers for electrical and thermal
energy production from cogeneration equipment owned by the Company.  Revenue
recorded under such contracts is recorded as energy is provided to customers.
Cost of energy sales are charged as incurred.

EUA Cogenex Corporation
Notes To Consolidated Financial Statements, Continued
For The Years December 31, 1993 and 1992

Energy Savings Project Sales

Revenue from the sale of energy savings projects are recognized when the sales
are complete.  All construction and installation costs are recognized as
contract expenses when the projects are sold.

Sales-Type Lease Contracts

Revenue from certain contracts classified as sales-type leases is recognized
when the savings to be realized by the customer is verified and therefore the
amount of the payments to be received by the Company becomes fixed. Interest
on the financing portion of the contracts is recognized as earned at rates
established at the outset of the financing arrangement. All construction and
installation costs are recognized as contract expenses when the contract
revenues are recorded.

Installation and Fabrication of Energy Savings Equipment

Revenue from the installation and fabrication of energy savings equipment is
recognized when the sale and/or installation is complete.  All installation
and fabrication costs are recognized as the projects are completed and/or
sold.

Cost Recovery Accounting

In circumstances in which material uncertainties exist whereby the Company is
unable to determine whether a customer contract will be profitable over the
term of the contract, the Company accounts for revenues received under such
contracts as a recovery of its cost to the extent incurred.  Thereafter,
revenue will be recognized either as received or when all material
uncertainties are resolved.

Interest Income

Interest income from notes receivable is recorded on the accrual basis over
the term of the note.

EUA Cogenex Corporation
Notes To Consolidated Financial Statements, Continued
For The Years December 31, 1993 and 1992


Inventories

Inventories represent raw material utilized in the fabrication of lighting
retrofit kits by EUA NOVA and purchased computerized building heating and air
conditioning automation controls of EUA Day, both are divisions of the Company.
Inventories are stated at lower of cost (first-in, first-out) or market.

Property, Plant and Equipment

Property, plant and equipment, which are stated at cost, are comprised of
project energy management, demand reduction and cogeneration equipment, office
furniture and equipment, computer equipment, real property, and vehicles.

The components of cost include contracted work, direct labor and material,
direct and indirect overheads and interest capitalized during construction.

For financial statement purposes, depreciation on office furniture and
equipment and other depreciable assets is computed on the straight-line
method based on estimated useful lives ranging from five to forty years.

Project equipment is depreciated on the straight line method over the term of
the applicable contracts, or based on the estimated useful lives, whichever is
shorter.  The depreciation terms range from five to fifteen years.  Total
depreciation expense amounted to $8,609,000 and $7,623,000 in 1993 and 1992,
respectively.


Federal Income Taxes

In accordance with the EUA System's Tax Allocation Agreement, the general
policy of the Company with respect to accounting for federal income taxes is
to reflect in income the estimated amount of taxes currently  payable, as
determined from the consolidated tax return on an allocated basis, and to
provide for deferred taxes on certain items subject to temporary differences.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three
months or less, when acquired, to be cash equivalents.



EUA Cogenex Corporation
Notes To Consolidated Financial Statements, Continued
For The Years December 31, 1993 and 1992




C. Acquisitions

On December 28, 1993, EUA acquired all of the outstanding common stock of
James L. Day Company (Day Company) of Victor, N.Y., in exchange for $3.4
million of EUA Common Shares (108,985 shares).  On the same date, EUA
contributed the net assets of Day Company to the Company.  The acquisition was
effective November 30, 1993. Renamed EUA Day and operating as a division of the
Company, it is primarily engaged in the business of customization, installation
and servicing of building temperature control systems for the purpose of energy
conservation.  The statement of income includes the net income of EUA Day for
December 1993 of $24,004.

On December 18, 1992 the Company acquired all of the outstanding stock of New
England Sun Control, Inc. (NESC) one of the Company's former suppliers of
energy efficient lighting equipment for $5.1 million, effective November 30,
1992.  NESC was merged into the Company on the same date and now operates as a
division of the Company (EUA NOVA).  The Company also acquired NESC's other
business activities including the retail sale and installation of energy
conserving window film for residential, commercial, industrial and
institutional sales and computer-aided design customer lighting services.
The statement of income includes the net income of EUA NOVA for December 1992
of $215,621.

Both of these acquisitions were accounted for using purchase accounting.  The
acquisition of Day Company in December 1993 and NESC in December 1992 resulted
in the recognition of goodwill of approximately $2.5 million and $3.7 million,
respectively.  The goodwill of Day Company and NESC is being amortized over a
period of 15 and 18 years, respectively.  In 1993 the Company changed its
estimate of the amortization period of the goodwill from the NESC acquisition
from 10 years to 15 years.  This change resulted in a decrease in amortization
expense of approximately $149,000.

On January 31,1994, the Company completed the acquisition of Northeast Energy
Management, Inc. (NEM) of Brunswick, Maine, in exchange for $12.2 million of
EUA Common Shares (464,579 shares) plus the payment of outstanding contingent
liabilities of NEM of approximately $8.1 million.  NEM is an energy services
and demand side management contracting company and is operating as a wholly-
owned subsidiary of the Company.  This acquisition has been accounted
for using the pooling method of accounting.




                      EUA Cogenex Corporation
           Notes To Consolidated Financial Statements, Continued
               For The Years December 31, 1993 and 1992

D. Income Taxes

Components of income tax expense for the year 1993 and 1992 are as follows:



In Thousands                                        1993         1992

            Federal:

                   Current                       $ 1,440        $ 650
                   Deferred                          227          991
                                                 $ 1,667      $ 1,641

            State:

                   Current                           523         (180)
                   Deferred                          137          498
                                                   $ 660        $ 318


            Provision for income taxes           $ 2,327      $ 1,959


Total income tax expense was different than the amounts computed by applying
federal income tax statutory rates to book income subject to tax for the
following reasons:


In Thousands                                          1993      1992

            Federal income tax computed
              at statutory rates                      $ 2,052  $ 1,631
            Increases (decreases) in tax from:
              state taxes, net of federal
                income tax benefit                        429      210
            Other                                        (154)     118
            Provision for income taxes                $ 2,327  $ 1,959




                         EUA Cogenex Corporation
              Notes To Consolidated Financial Statements, Continued
                  For The Years December 31, 1993 and 1992


The provision for deferred taxes resulting from temporary differences are
comprised of the following:


In Thousands                                           1993      1992

            Excess tax depreciation                 $ 1,015    $ 1,135
            Deferred charges                             (9)         7
            Effect of state and local taxes             137        497
            Partnership timing differences               54       (444)
            Net operating loss carry forward                       262
            Provision for Partnership contract losses  (738)
            Other -- Net
                                                        (95)        32
            Total                                   $   364    $ 1,489



The Company adopted FASB statement No. 109 (FAS109), "Accounting for Income
Taxes" effective as of January 1993.  FAS109 superseded FAS96 which required
recognition of deferred income taxes for temporary differences that are
reported in different years for financial reporting and tax purposes using the
liability method.  Under the liability method deferred tax liabilities or
assets are computed using the tax
rates that will be in effect when the temporary difference reverse.  The
adoption of FAS109 had no impact on the results of operation for 1993.

At December 31, 1993 total deferred tax assets for which no valuation allowance
was deemed necessary were $1.6 million and total deferred tax liabilities were
$4.8 million.  Total deferred tax assets and liabilities are comprised as
follow (in thousands):


                           Deferred Tax                        Deferred Tax
                              Assets                           Liabilities

Alternative                               Plant Related
Minimum Tax                    $ 177        Differences         $ 4,775
Provision for Partnership                Post-Retirement
 Contract Losses                 73        Benefits                  42
Bad Debts                       145      Other                       14
Pension                         349
Other                           218
               Total        $ 1,627                             $ 4,831



                          EUA Cogenex Corporation
             Notes To Consolidated Financial Statements, Continued
                   For The Years December 31, 1993 and 1992


The Company's share of the consolidated group's alternative minimum tax credits
is approximately $177,000 which can be used to reduce future tax liability and
has no expiration.

E. Notes Receivable

The Company has entered into arrangements with contractors to finance the
construction of energy savings agreements at the premises of host customers.
Interest income is accrued on these contracts based on the stated or implicit
rate within each note.  Upon completion of the construction, based on the terms
of the individual agreement, the note (including accrued interest thereon) may
be fully repaid, or converted into long term financing collateralized by the
respective energy savings equipment.  These long term notes receivable
currently range in maturity from two years to fifteen years with interest rates
ranging from 7.0% to 18.0%

Some energy savings projects in progress represent construction notes
receivable which may be satisfied by the contractor delivering to the Company
the energy savings agreement collateralized by the equipment and the right to
the revenue generated therefrom.  In such instances, the purchase price of the
energy savings agreement is recorded as property and equipment and the
corresponding energy savings project in progress is reduced.


F. Net Investment in Sales-Type Leases

The Company leases equipment to customers under sales-type leases.  As
sales-type leases, the lease payments to be received over the term of the
lease are recorded as a receivable at the inception of the lease.  Finance
income attributable to the lease contracts is initially recorded as unearned
income and subsequently recognized as income under the interest method over
the term of the lease.





                        EUA Cogenex Corporation
           Notes To Consolidated Financial Statements, Continued
               For The Years December 31, 1993 and 1992




The components of the net investment in sales-type leases are as follows
(in thousands):



                                                    1993      1992

Minimum lease payments receivable                $ 2,489    $ 2,319
Less:            Unearned interest                   404        370
                 Current portion                     568        402
Net investment in sales-type leases              $ 1,517    $ 1,547


Future minimum lease payments due under sales-type leases at
December 31, 1993 are as follows (in thousands):

                1994                            $  746
                1995                               661
                1996                               617
                1997                               267
                1998 and thereafter                198




G. Contract Rights

Contract rights represent the cost of the Company's acquisition of a
collateralized financial interest in certain customer contracts which provide
the Company with energy savings payments.  The cost of the contract rights are
being amortized on a straight line basis over the lives of the various
contracts which range from 5 years to 15 years.




                    EUA Cogenex Corporation
        Notes To Consolidated Financial Statements, Continued
              For The Years December 31, 1993 and 1992


H. Long-Term Debt (in thousands)



                                                  1993          1992
   Unsecured Notes Payable:

   10.56% series due June 30, 2005               $35,000      $35,000
       Interest only payable through
       June 30, 1996.  A 10% sinking fund
       replacement is due annually
       beginning June 30, 1996
       This debt is unconditionally
       guaranteed by EUA.

   9.60% series due October 31, 2001              20,000       20,000
       Interest only payable through
       October 31, 1995.  A sinking fund
       replacement of $800,000 per quarter is
       due beginning on October 31, 1995 and
       thereafter until the debt is paid in
       full.

    7.22% series due September 30, 1997           15,000       15,000
       Interest only payable through
       September 30, 1997 with a final
       payment of the entire note due
       at that time.

    7.0% series due September 15, 2000            50,000
        Interest only payable through
        September 15, 2000 with a final
        payment of the entire note
        due at that time.

        Less Current Maturities                     -0-            -0-

                                                $120,000      $70,000





                     EUA Cogenex Corporation
        Notes To Consolidated Financial Statements, Continued
             For The Years December 31, 1993 and 1992



Scheduled maturities of long-term debt for the five years following 1993 are
as follow (in thousands):

             1994                     -0-
             1995                    $800
             1996                  $6,700
             1997                 $21,700
             1998                  $6,700


The Company is subject to certain covenants within the agreements relating to
its long term notes.  The most restrictive of these covenants require the
Company to maintain a ratio of income before taxes plus fixed charges to fixed
charges of at least 1.10 to 1 and a common equity to capitalization ratio (as
defined in the agreements) of at least 20% through June 30, 1995 and not less
than 30% for any two successive quarters thereafter.  The Company was in
compliance with these provisions at December 31, 1993.

In addition, in connection with the Company's 7.22% and 9.6% unsecured notes,
EUA is required to maintain an equity to total debt ratio of at least 20%
through June 30, 1995 and 30% thereafter.  EUA was in compliance with this
provision at December 31, 1993.

I. Notes Payable

The EUA System companies, which include the Company, maintain short-term lines
of credit with various banks aggregating approximately $140 million of which
$90 million is available to the Company.  At December 31, 1993, unused
short-term lines of credit amounted to $103 million.  These credit lines are
available to other EUA System companies under joint credit line arrangements.
In accordance with informal agreements with the various banks, commitment fees
are required to maintain the certain lines of credit.  At December 31, 1993 and
1992, the Company had approximately $15.9 million of which $7.8 million
represents bank borrowings and $8.1 million in borrowings from EUA and $42.7
million all of which came from banks, respectively, outstanding under these
arrangements at interest rates of 3.7% and 4.1%, respectively.



                  EUA Cogenex Corporation
     Notes To Consolidated Financial Statements, Continued
           For The Years December 31, 1993 and 1992



J. Fair Value of Financial Instruments

The following methods were used to estimate the fair value of each class of
financial instruments for which it is practicable to estimate.

Cash and Cash Equivalents:  The carrying amount approximates fair value because
of the short-term maturity of those instruments.

Net Investment In Sales-Type Leases and Long-Term Notes Receivable: The
carrying amounts approximate fair value due to the nature of the asset.

Long-Term Debt:  The fair value of the Company's long-term debt was based on
quoted market prices for similar securities.

The estimated fair value of the Company's financial instruments at
December 31, 1993 are as follows (dollars in thousands):



                                         Carrying     Fair
                                          Amount      Value

Cash and Cash Equivalents              $     719    $     719

Long-Term Notes Receivable             $  33,900    $  33,900

Net Investment in Sales-Type
Leases                                 $   1,517    $   1,517

Long-Term Debt                         $ 120,000    $ 122,656



                     EUA Cogenex Corporation
       Notes To Consolidated Financial Statements, Continued
              For The Years December 31, 1993 and 1992



K. Commitments and Contingencies

Pension

The Company participates with other EUA System companies in non-contributory
defined benefit pension plans covering substantially all of their employees.
Regular plan benefits are based on years of service and average compensation
over the four years prior to retirement or in the case of the supplemental
retirement plan for certain officers of the EUA System, benefits are based
on compensation at retirement date.  It is the EUA System's policy to fund
the regular plan on a current basis in amounts determined to meet the funding
standards established by the Employee Retirement Income Security Act of 1974.

Net pension expense for the regular plan in 1993 and in 1992 included the
following components (in thousands):


                                                    1993       1992

Service cost-benefits earned
   during the period                              $ 224        $ 162
Interest cost on projected
   benefit obligation                               283          209
Actual return on assets                            (352)        (128)
Net amortization and deferrals                      158          (39)
Net periodic pension expense

                                                  $ 313        $ 204


The funded status of the plan cannot be presented separately for the Company
as it participates in the plan with other subsidiaries of EUA.

The weighted average discount rate and rate of increase in future compensation
levels used in determining the actual present value of accumulated benefit
obligations in 1993 and 1992 were 8.75% and 6.00%, respectively.  The expected
long-term rate of return on plan assets was 10% in 1993 and 1992.

The assumptions used to determine pension costs changed effective January 1,
1994 to 7.25%, 4.75% and 9.50% for the discount rate, compensation increase
rate and expected long-term return on assets, respectively.  These rates were
used to calculate the plan's funded status at December 31, 1993.



                         EUA Cogenex Corporation
          Notes To Consolidated Financial Statements, Continued
                  For The Years December 31, 1993 and 1992




All benefits provided under the supplemental plan are unfunded and any payments
to plan participants are made by the Company.  For the years ended December 31,
1993 and 1992 expenses related to the supplemental plan were approximately
$107,000 and $11,000, respectively.

Post Retirement Benefits Other than Pension

Certain retired employees are entitled to participate in health careand life
insurance benefit plans.  Health care benefits are subject to deductibles and
other limitations.  Health care and life insurance benefits are partially
funded by the Company for all qualified employees.

The Company adopted FAS106 "Accounting for Post-Retirement Benefits Other Than
Pensions", as of January 1, 1993.  This standard establishes accounting and
reporting standards for such post-retirement benefits as health care and life
insurance.  FAS106 further requires the accrual of the cost of such benefits
during an employee's years of service and the recognition of the actuarially
determined total post-retirement benefit obligations (Transition Obligation)
earned by existing employees and retirees.  The Company has elected to
recognize the Transition Obligation over a period of twenty years as permitted
by FAS106.  The resultant annual expense, including amortization of the
Transition Obligation and net of capitalized amounts was approximately $126,000
in 1993.

The total cost of post-retirement benefits other than pension for 1993 includes
the following components (in thousands):



                                                          1993

      Service cost                                     $  121
      Interest cost                                        81
      Actual return of plan assets                         (4)
      Amortization of transition obligation                41
      Other amortizations and deferrals-net                 1
      Total post-retirement benefit cost               $  240






                             EUA Cogenex Corporation
              Notes To Consolidated Financial Statements, Continued
                     For The Years December 31, 1993 and 1992




      Assumptions:

         Discount rate                                          8.75%
         Health care cost trend rate - near-term                  13%
                                     - long-term                6.25%
         Salary increase rate                                   6.00%
         Rate of return on plan assets - non-union              5.50%



      Reconciliation of funded status:

      Accumulated post-retirement benefit obligation (APBO):
         Retirees                                            $   (33)
         Active employees fully eligible for benefits           (202)
         Other active employees                                 (500)
      Total                                                     (735)

      Fair value of assets, primarily notes and bonds            165
      Unrecognized transition obligation                         488
      Unrecognized prior service cost                            -0-
      Unrecognized net loss (gain)                                62
      (Accrued)/prepaid post-retirement benefit cost         $   (20)

The assumptions used to determine post-retirement benefit costs were changed
effective January 1, 1994 to 7.25%, 13.0% and 5.0% for the discount rate,
near-term health care cost trend and long-term health care cost trend,
respectively.  These assumptions were used to calculate the funded status of
post-retirement benefits at December 31, 1993.

Increasing the assumed health care cost trend rate by 1% each year would
increase the total post-retirement benefit cost for 1993 by approximately
$25,000 and increase the total accumulated post-retirement benefit obligation
by approximately $101,000.



                             EUA Cogenex Corporation
             Notes To Consolidated Financial Statements, Continued
                   For The Years December 31, 1993 and 1992



Prior to 1993 the Company followed the "pay-as-you-go" methodology for
accounting for post retirement benefits other than pensions.  Prior to 1993,
the Company had not incurred any such post-retirement benefit costs.

The Company has also established an irrevocable external Voluntary Employee
Benefit Association Trust Fund.  Contributions to the fund commenced in
March 1993 and totaled approximately $167,000 during 1993.

Post-Employment Benefits

In November 1992 the FASB issued statement No. 112 "Employers Accounting for
Post-Employment Benefits".  The Company is required to adopt this standard no
later than January 1, 1994.  The estimated impact of this standard on the
Company is immaterial and therefore it is anticipated that no liability will
be recorded.

Expenditures

The Company anticipates expenditures for investments in energy savings projects
to be $53.7 million for 1994 and $237.5 million for the years 1995 through
1998.

Operating Leases

The Company conducts its operations in leased facilities under certain
non-cancelable operating lease arrangements which expire through 1998.  Future
minimum payments under these leases are as follows (in thousands):

        1994                         $ 521
        1995                           493
        1996                           367
        1997                           317
        1998                           114
                                   $ 1,812


Total rent expense under the operating leases was $473,400 and $224,290 in 1993
and 1992, respectively.




                         EUA Cogenex Corporation
           Notes To Consolidated Financial Statements, Continued
                   For The Years December 31, 1993 and 1992



Letters of Credit and Performance Bonds

The Company is required under certain contracts with various government
entities and utility companies to maintain either a letter of credit or
performance bond to collateralize performance under the contract.  These
contingent obligations will only be drawn by the customer if the Company fails
to perform under the construction contract.  Upon performance, the customer
would be obligated to pay the Company the full amount under the respective
energy savings agreement.  The total amount of outstanding letters of credit
and performance bonds as of December 31, 1993 was approximately $ 3.6 million
and $7.3 million, respectively, and as of December 31, 1992 were approximately
$2.9 million and $3.6 million, respectively.

As of December 31, 1993, management is not aware of any potential drawings
under the letters of credit or claims made to the surety under the performance
bonds.

Litigation

One of the Company's partnerships, EUA/Onsite, L.P. (EUA/Onsite) has under
development a 1.5 MW cogeneration facility which represents the last of the
Company's cogeneration projects in the construction phase.  This 1.5 MW
facility has experienced start-up delays and cost over runs.  Presently,
EUA/Onsite has invested approximately $4.4 million in the facility and is
negotiating with the customer certain contract terms and modifications to the
facility that would complete the projects.  If such negotiations and
modifications are successful, the Company anticipates that the plant will be
placed in commercial operation during the late part of 1994.  However, the
Company cannot give any assurance as to when, and if, the facility will be
completed, or if completed, whether the projected revenues for the facility
will be sufficient to justify the carrying value of the facility.  In June of
1993, EUA/Onsite filed a lawsuit against the contractor responsible for the
design and construction of the facility, as well as against the surety on the
contractor's performance bond.  In late September 1993, the contractor filed a
cross-complaint seeking approximately $300,000 for payments withheld by
EUA/Onsite for the contractor's deficient performance.  EUA/Onsite intends to
pursue it's claims vigorously.  The Company does not believe that the ultimate
resolution of this matter will have a material adverse impact on its financial
position.




                            EUA Cogenex Corporation
               Notes To Consolidated Financial Statements, Continued
                    For The Years December 31, 1993 and 1992



In addition, the Company and certain of its partnerships are involved in
certain legal actions and claims arising in the ordinary course of business.
Management believes, based on the advise of its legal counsel, that such
litigation and claims will be resolved without material adverse effects on the
Company's financial position and results of operation.

Other

Under the terms of the Stock Purchase Agreement between the Company and NESC,
the seller has the opportunity to earn a bonus based upon EUA NOVA's financial
performance over a four year period from the initial closing.  The contingent
payout, if any, is based upon an agreed-to formula between the Company and the
seller.  The maximum additional payout shall not exceed $3.5 million over the
four year period ending November 30, 1996 and will be accounted for as an
addition to the purchase price.  As of November 30, 1993, the first year of the
earn out bonus period, the seller has earned approximately $400,000.

The shareholders of Day Company are also entitled to receive additional EUA
common shares under the terms of the merger agreement.  This contingent earn
out is based upon EUA Day's financial performance over a two year period after
the closing date.  The contingent payment, if any, is based upon an agreed to
formula between the Company and the former shareholders of Day Company.  The
maximum additional payout shall not exceed $1.0 million over the two year
period and will be accounted for as an addition to the purchase price.

The Company has entered into a preliminary agreement with its partner in the
EUA/Onsite partnership that would permit the partner to purchase the Company's
share of the partnership interest.  This agreement will expire on December 31,
1994.  The Company can not predict whether the agreement will be exercised.

              ANNUAL REPORT OF EUA COGENEX CORPORATION

                For the Year Ended December 31, 1993

                 SCHEDULE XV - STATEMENT OF INCOME

ACCOUNT      DESCRIPTION                      CURRENT YEAR        PRIOR YEAR

             INCOME
415          Sales                             13,997,257         1,409,042
417          Project Revenues                  37,311,449        36,451,050
418          Equity in earnings                (2,831,043)       (2,806,878)
419/421/450  Miscellaneous income               10,653,145        8,009,555
                                   TOTAL        59,130,808       43,062,769


             EXPENSES
904          Uncollectible account                 203,319          210,839
912          Demonstrating and selling expense     294,059              -0-
913          Advertising expense-merchandising     114,908              -0-
920          Salaries and wages                  4,895,157        2,950,809
921          Office supplies and expenses        1,153,156          624,918
922          Administrative expense               (210,203)        (160,813)
              transferred-(credit)
923          Outside service employed              934,907          965,547
924          Property insurance                    259,611           98,209
925          Injuries and damages                   74,625           12,051
926          Employee pensions and benefits        712,064          418,588
928          Regulatory commission expense              85              610
930.1        General advertising expenses              -0-              -0-
930.2        Miscellaneous general expenses        183,871          386,663
931          Rents                                 461,178          260,897
935          Maintenance of structures and          66,279           17,182
               equipment
403/405      Depreciation and amortization expense 683,633          279,215
408.1        Taxes other than income taxes         458,960          227,167
409.1        Income taxes (credit)               1,963,363          470,124
410.1        Provision for deferred income taxes   364,335        1,488,518
411.1        Provision for deferred income taxes       -0-              -0-
              -credit
416          Cost of goods sold                  9,022,278          894,939
417.1        Expenses nonutility operations     25,221,739       24,901,180
421.2        Loss-disposition of property          157,702              -0-
426.1        Donations                               7,640            2,775
426.3 Penalties                                      1,872              -0-
426.5        Other deductions                      308,468            5,425
427          Interest on long-term debt          7,461,097        5,887,432
428          Amortization of debt disc. and         45,664           13,782
               expenses
430          Interest on debt to associated        399,715              -0-
               companies
431          Other interest expense              1,247,914        1,437,397
432          Capitalized interest (credit)        (892,444)        (458,824)

                            Total Expense       55,594,952       40,223,630
                                  Net Income     3,535,856        2,839,139

                        ANNUAL REPORT OF EUA COGENEX CORPORATION

                         For the Year Ended December 31, 1993

                               ANALYSIS OF BILLINGS

                              SALES & PROJECT REVENUES

ACCOUNTS 415/417

    DESCRIPTION                     TOTAL COST     EXCESS
                                                    OR
                                                  DEFICIENCY   TOTAL AMOUNT

1.  Utility Load Reduction Programs      -0-        -0-         31,816,714
2.  Energy Management Programs           -0-        -0-         17,468,237
3.  Packaged Cogeneration                -0-        -0-          2,023,755
                      TOTAL                                     51,308,706

INSTRUCTION:   Provide a brief description of the sales and services rendered
by each category in accordance with sales and service contracts and list
amounts applicable per category:

(A)(B)  The following is a Summary of Billings by Geographical Area:

             New England                                   28,989,766
             New York                                      10,722,429
             Outside New England and New York               9,572,756

                                                           49,284,951


             (A)  Includes EUA Nova & EUA Day revenues of $13,997,257 and
                  $251,201, respectively.


             (B)  Excludes cogeneration revenue of $2,023,755.

                    ANNUAL REPORT OF EUA COGENEX CORPORATION

                      For the Year Ended December 31, 1993

                       ANALYSIS OF MISCELLANEOUS INCOME

                       INTEREST INCOME AND OTHER INCOME

ACCOUNTS 419/421

    DESCRIPTION OF ITEMS                                   AMOUNTS

ACCOUNT 419 - INTEREST INCOME AND OTHER INCOME
Interest Income
     Micro Utility, L.P.                                   598,103
     EUA/Highland Energy Group                              60,212
     EUA/Onsite                                          1,571,743
     EUA/FRCII Energy Associates                         1,089,864
     EUA/ICC Partners, L.P.                                 76,409
     Energy Capital & Services I & II                    1,023,169
     Greater Lawrence Sanitation                            13,763
     Sycom Enterprises                                     555,107
     Columbia University                                   313,318
     MA Institute of Technology Phase II                   420,094
     IES - State of Connecticut                              8,352
     Boston University Phase II                            100,874
     Sycom - Pepco                                         199,563
     Veterans Association Hospital                         234,986
     Boston Edison DSM Notes                               624,193
     Modicon                                                 5,953
     Broadway Trade Center                                  17,521
     Portsmouth City Schools                                62,802
     White Memorial Medical Center                          36,502
                  Total Interest Income                  7,012,528

Other Interest Income
     Enersave - PSE&G                                      198,270
     Boston Mutual                                           7,612
     1120 Vermont Avenue                                   121,170
     Mercy Hospital                                          9,956
     Enersave - PSE&G                                       69,332
     Southmore                                              35,445
     Other                                               (157,129)
        Total Other Interest Income                        284,656

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                   For the Year Ended December 31, 1993

                     ANALYSIS OF MISCELLANEOUS INCOME

                 INTEREST INCOME AND OTHER INCOME (Continued)

    DESCRIPTION OF ITEMS                                   AMOUNTS

Finance Fees                                                15,863
     EUA/Onsite                                              6,592
     Sycom                                                   6,197
     EUA/Highland                                              481
       Total Finance Fees                                   29,133

Other Income
     Management Fees                                       573,404
     Maintenance Fees                                      384,055
     Accounting Fees                                       120,000
     Engineering Fees                                    1,615,486
     Bidderman Settlement                                   50,000
     Miscellaneous Other Income                             25,308
       Total Other Income                                2,768,253
         Total for Account 419                          10,094,570

ACCOUNT 421.0 - MISCELLANEOUS NON-OPERATING INCOME
     Miscellaneous                                          71,314
       Total for Account 421.0                              71,314

ACCOUNT 421.1 - GAIN-DISPOSITION OF PROPERTY
     Kodak                                                 200,000
     USMCAS                                                 82,691
     MAPCO                                                   8,609
     Memorial Hospital SW                                   24,400
     Hillsborough                                           26,934
     Hospital Energy Systems                                34,542
     Southmore Medical Center                               51,777
     Miscellaneous                                          16,158
       Total for Account 421.1                             445,111

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                   For the Year Ended December 31, 1993

                            SCHEDULE XVII

                   SCHEDULE OF EXPENSE DISTRIBUTION
                                 BY
                     DEPARTMENT OR SERVICE FUNCTION


                                             TOTAL            DEPARTMENT OR
        DESCRIPTION OF ITEMS                AMOUNT  OVERHEAD    SERVICE
                                                                FUNCTION

920     SALARIES AND WAGES
921     OFFICE SUPPLIES AND EXPENSES
922     ADMINISTRATIVE EXPENSE TRANSFERRED
         - CREDIT
923     OUTSIDE SERVICES EMPLOYED
924     PROPERTY INSURANCE
925     INJURIES AND DAMAGES
926     EMPLOYEE PENSIONS AND BENEFITS
928     REGULATORY COMMISSION EXPENSE
930.1   GENERAL ADVERTISING EXPENSE
930.2   MISC. GENERAL EXPENSE
931     RENTS
932     MAINTENANCE OF STRUCTURES AND                    NOT
          EQUIPMENT                                   APPLICABLE
403     DEPRECIATION AND AMORTIZATION EXPENSE
408     TAXES OTHER THAN INCOME TAXES
409     INCOME TAXES
410     PROVISION FOR DEFERRED INCOME TAXES
411     PROVISION FOR DEFERRED INCOME TAXES
         - CREDIT
419.1   AFUDC - EQUITY
426.1   DONATIONS
426.5   OTHER DEDUCTIONS
427     INTEREST ON LONG-TERM DEBT
430     INTEREST ON DEBT TO ASSOCIATE COMPANIES
431     OTHER INTEREST EXPENSE
432     AFUDC - BORROWED FUNDS

INSTRUCTIONS:  Indicate each department or service function.  (See Instruction
01-3 General Structure of Accounting System: Uniform System of Accounts.)

       TOTAL EXPENSES

                   ANNUAL REPORT OF EUA COGENEX CORPORATION

                    For the Year Ended December 31, 1993

                      DEPARTMENTAL ANALYSIS OF SALARIES

                               ACCOUNT 920

                                   DEPARTMENTAL SALARY EXPENSE     NUMBER
NAME OF DEPARTMENT                 INCLUDED IN AMOUNTS BILLED TO  PERSONNEL

Indicate each department  TOTAL    PARENT   OTHER      NON          END OF
or service function       AMOUNT   COMPANY  ASSOCIATES ASSOCIATES    YEAR


NOT APPLICABLE


                    TOTAL

             ANNUAL REPORT OF EUA COGENEX CORPORATION
               For the Year Ended December 31, 1993
                    OUTSIDE SERVICES EMPLOYED
                          ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.
If the aggregate amounts paid to any one payee and included within one
subaccount is less than $25,000, only the aggregate number and amount of all
such payments included within the subaccount need be shown.  Provide a subtotal
for each type of service.

                                                     RELATIONSHIP
                                                    "A"=ASSOCIATE
FOR WHOM PURCHASED                                    "NA"=NON
                               ADDRESS                ASSOCIATE    AMOUNT

Outside Services-Legal
  McDermott, Will & Emery      75 State Street,
                               Boston, MA 02109            NA      211,465
  Tenzer, Greenblatt, Fallon   405 Lexington Avenue,
  Kaplin                       New York, NY 10174          NA       78,594
  Charlotte S. Murphy          129 Pine Ridge Road,
                               No. Andover, MA 01845       NA       34,507
  Hinckley, Allen & Snyder     1500 Fleet Center,
                               Providence, RI 02903        NA       54,075
  Various (45)                       ----                  NA      165,019

                                                    TOTAL          543,660

Outside Services-Accounting
  Coopers & Lybrand            One International Square,
                               Boston, MA 02110            NA      63,436
  Various (3)                        ----                  NA      14,067
                                                    TOTAL          77,503

Outside Services-Engineering
  Measuring & Monitoring        2 Broad Street,
  Services, Inc.                Red Bank, NJ 07701         NA      41,329

  Michael Schack                P.O. Box 515,
                                Central Valley, NY 10917   NA      25,162

                                                    TOTAL          66,491

Outside Services - E.D.P.                                  NA       4,198
Outside Services - Commissions
   Matt C. Kiley                RFD Box 91, Town Highway #30,
                                Concord, VT 05824                   87,413

   Various (191)                                           NA      107,012

                                                      TOTAL        194,425

                                                  SUB-TOTAL        886,277

                  ANNUAL REPORT OF EUA COGENEX CORPORATION

                    For the Year Ended December 31, 1993

                    OUTSIDE SERVICES EMPLOYED - Continued

                            ACCOUNT 923

INSTRUCTIONS:  Provide a breakdown by subaccount of outside services employed.
If the aggregate amounts paid to any one payee and included within one
subaccount is less than $25,000, only the aggregate number and amount of all
such payments included within the subaccount need be shown.  Provide a subtotal
for each type of service.


                                                  RELATIONSHIP
                                                 "A"=ASSOCIATE
FOR WHOM PURCHASED                                 "NA"=NON
                               ADDRESS             ASSOCIATE      AMOUNT



Sub-total from previous page
                                                                  886,227

Outside Services - Other
  Darcy Immerman                12 Kent Street,
                                Scituate, MA  02066        NA      33,591
  Various (29)                                             NA      63,711

                                                    TOTAL          97,302
Capitalization of Outside
  Services                                                        (48,672)

                                                    TOTAL         934,907

                   ANNUAL REPORT OF EUA COGENEX CORPORATION

                     For the Year Ended December 31, 1993

                       GENERAL ADVERTISING EXPENSES

                             ACCOUNT 930.1

INSTRUCTIONS:  Provide a listing of the amount included in Account 930.1,
"General Advertising Expenses", classifying the items according to the nature
of the advertising and as defined in the account definition.  If a particular
class includes an amount in excess of $3,000 applicable to a single payee, show
separately the name of the payee and the aggregate amount applicable thereto.


       DESCRIPTION                NAME OF PAYEE             AMOUNT

NONE

               TOTAL                    NONE                 NONE

                ANNUAL REPORT OF EUA COGENEX CORPORATION

                  For the Year Ended December 31, 1993

                     MISCELLANEOUS GENERAL EXPENSES
                             ACCOUNT 930.2


INSTRUCTIONS:  Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses according to their
nature.  Payments and expenses permitted by Sections 321(b)(2) of the Federal
Election Campaign Act, as amended by Public Law 94-283 in 1976 (2U.S.C.>441
(b) (2) shall be separately classified.


       DESCRIPTION                                             AMOUNT

EUA Service Corporation Allocated Expenses                    198,462
Capitalization of EUA Service Corporation Allocated Expenses (122,246)
Seminar Fees                                                      704
Petty Cash Expense, Letter of Credit & Bank Charges            11,039
Franchise & Annual Report Filing Fees                           2,713
Arbitration & Other Filing Fees                                 2,000
Subscriptions                                                   1,013
Employment Fees                                                 4,519
Account Settlement                                             57,604


Miscellaneous                                                  28,063



                                          TOTAL               183,871

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                  For the Year Ended December 31, 1993

                                RENTS
                              ACCOUNT 931

INSTRUCTIONS:  Provide a listing of the amount included in Account 931,
"Rents", classifying such expenses by major groupings of property, as defined
in the account definition of the Uniform System of Accounts.



TYPE OF PROPERTY                                            AMOUNT

Building Rents                                             404,821
Automobile Leasing                                           3,997
Data Processing and Other Equipment Rents                   52,360

                                               TOTAL       461,178

                      ANNUAL REPORT OF EUA COGENEX CORPORATION

                        For the Year Ended December 31, 1993

                          TAXES OTHER THAN INCOME TAXES
                                   ACCOUNT 408.1


INSTRUCTIONS:  Provide an analysis of Account 408.1, "Taxes Other Than Income
Taxes".  Separate the analysis into two groups:  (1) other than U.S.Government
taxes and (2) U.S. Government taxes.  Specify each of the various kinds of
taxes and show the amounts thereof.  Provide a subtotal for each class of tax.




            KIND OF TAX                                     AMOUNT

Other Than U.S. Government Taxes

  State of MA Unemployment Compensation                     33,082
  State of NY Unemployment Compensation                     11,982
  MA Health Insurance                                        1,136
  MA Job Development Fund                                      644
  State of Pennsylvania Unemployment                           592
  State of New Jersey Unemployment                           1,611
  State of New Jersey Disability                               379
  State of California Unemployment and Training                133
  Property Taxes                                            35,535
  State of Maryland Unemployment                               306
  State of Louisiana Unemployment                              581
  State of Maine Unemployment                                  259
  State of Connecticut Sales & Use                           3,999

U.S. Government Taxes
  Federal Unemployment Compensation                        200,412
  F.I.C.A. (Net of A & G Credit)                           168,309

                                      TOTAL                458,960

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                    For the Year Ended December 31, 1993

                                   DONATIONS
                                  ACCOUNT 426.1

INSTRUCTIONS:  Provide a listing of the amount included in Account 426.1,
"Donations", classifying such expenses by its purpose.  The aggregate number
and amount of all items of less than $3,000 may be shown in lieu of details.


  NAME OF RECIPIENT            PURPOSE OF DONATION          AMOUNT

Advance New York Economic      Economic Development          2,640
Partnership

Miscellaneous (11)                    ----                   5,000

                                      TOTAL                  7,640

                      ANNUAL REPORT OF EUA COGENEX CORPORATION

                        For the Year Ended December 31, 1993

                                 OTHER DEDUCTIONS
                                  ACCOUNT 426.5


INSTRUCTIONS:  Provide a listing of the amount included in Account 426.5,
"Other Deductions", classifying such expenses according to their nature.


    DESCRIPTION                          NAME OF PAYEE             AMOUNT

Expenses incurred in connection with       VARIOUS                308,468
the acquisition of Northeast Energy
Management, Inc.

                                      TOTAL                       308,468

                   ANNUAL REPORT OF EUA COGENEX CORPORATION

                     For the Year Ended December 31, 1993

                 SCHEDULE XVIII - NOTES TO STATEMENT OF INCOME

INSTRUCTIONS:  The space below is provided for important notes regarding the
statement of income or any account thereof.  Furnish particulars as to any
significant increase in services rendered or expenses incurred during the year.
Notes relating to financial statements shown elsewhere in this report may be
indicated here by reference.


See "Notes to Financial Statements" on page 28.

                      ANNUAL REPORT OF EUA COGENEX CORPORATION

                       For the Year Ended December 31, 1993

                        SCHEDULE OF TERMINATED CONTRACTS

INSTRUCTIONS:    Provide a schedule of terminated and/or cancelled contracts
their value, the amount of gain/loss to the company, and the reason for the
termination.

                                REASON FOR        BOOK VALUE -
      CONTRACT/PROJECT          TERMINATION       NET AT CLOSE     GAIN/
                                                    OF YEAR        (LOSS)


101 J.B. Thomas Hospital      Voluntary/Buyout      208,702      (35,957)
142 Hillsboro City            Voluntary/Buyout       26,909       26,934
314 Maidenform                Voluntary/Buyout       81,660          482
387 Camden City Municipal     Voluntary/Buyout      221,189 UNDER NEGOTIATIONS
      Buildings
544 Rockville Nursing         Voluntary/Buyout       10,627          330
559 Wayside of Plainville     Voluntary/Buyout          919          680
657 Memorial Hospital SW      Voluntary/Buyout      545,400       24,400
882 Parkview Medical          Voluntary/Buyout       85,821       32,887
883 Huntsville Medical        Voluntary/Buyout       27,107       19,026
884 Brazosport                Voluntary/Buyout       51,589       16,926
860 Mapco                     Voluntary/Buyout       75,442        8,609
865 Mercy Hospital            Voluntary/Buyout      216,956      (34,297)

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                  For the Year Ended December 31, 1993

                         SCHEDULE OF PROJECT VALUES

INSTRUCTIONS:    A schedule of projects over $100,000 broken down by demand
side management, energy management services, and cogeneration including the
investment and, based on the contract the estimated future total project
value.



                                       BOOK VALUE - NET   ESTIMATED FUTURE
          DESCRIPTION                  AT CLOSE OF YEAR         VALUE

108    City of Lawrence (2)                   184,555          300,960
130    Jackson Brook Institute (2)            189,732          646,583
152    T.J. Maxx (2)                          132,977           86,283
212    West Seneca Development Center (1)   2,457,201   (A) 11,359,727
228    Clark College (2)                      330,514          341,104
240    Worcester Company (3)                4,362,878   (A)  6,720,252
246    Raratan Valley Community College (2)   120,297          120,900
247    Lebanon Valley College (2)             190,573          257,400
305    Rowes (Beacon) (1)                     222,757          584,951
307    Schraft's (1)                          215,001          986,302
359    Guest Quarters - Waltham (1)           146,981          417,343
364    Prince George (2)                      420,961          474,053
382    Medical College (2)                  1,019,822  (A)  18,646,868
383    Harvard School (2)                     214,287          879,167
385    Robertwood Johnson University          293,210          141,666
         Hospital (2)
386    Warren Hospital (2)                    119,338  (A)   2,612,788
387    Camden City Municipality (2)           221,189          275,000
390    Bucks City College (2)                 105,046  (A)   2,690,089
393    Hackensack Medical Center (2)          299,261          576,849
394    Keystone Junior College (2)            150,329          404,062
435    Alpha Industries (1)                   211,448          501,646
505    Werner Erhard & Associates (2)         135,000  (B)           0
523    Polaroid Corporation (1)               131,666          355,755
570    Pepsi-Cola Metropolitan                 513,122         865,172
        Bottling Co. (1)
583    Lahey Clinic (1)                        150,877         372,699
584    Orange County Community College (1)     666,321       1,595,365
608    Town of Clarkstown (1)                  101,842         284,501
611    Boston University Phase I (1)           772,530       1,059,027
612    Watt Management Company (2)             218,879         278,964
655    Department of Energy Building-          755,881       1,990,632
        Lighting (1)
676    Dominican Convent (1)                   150,873         469,769
680    Closter Board of Education (1)          102,497          79,775
684    North Rockland Central School Dist. (1) 883,852       1,984,036
696    MEM Company (1)                         205,913         519,063

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                   For the Year Ended December 31, 1993

                   SCHEDULE OF PROJECT VALUES - Continued

                                        BOOK VALUE - NET   ESTIMATED FUTURE
          DESCRIPTION                   AT CLOSE OF YEAR        VALUE

700 Palm Beach Gardens (2)                    167,977           208,170
708 Materials Research Corporation (1)        136,313           178,965
759 Chester Union Free School District (1)    153,644           330,000
762 USA Dept. Navy (2)                        673,395           895,570
763 Com/Electric - All Projects (1)         2,820,698         3,647,813
777 Barnert Hospital                          165,267           232,198
783 1560 Broadway (1)                         307,136           325,585
789 Hebrew Academy of Five Towns & Rock (2)   101,824           171,118
806 Nanuet Public Schools (1)                 225,802           417,915
811 Hornick (1)                               161,812           541,511
843 Nihonmachi Terrace (Japanese American (3) 170,218           214,500
858 Greendale Mall/New England Dev. (2)       198,577           224,532
861 Fort McPherson/Fort Gillem (2)          1,561,585         2,573,361
862 Mobile Airport Authority (2)              152,886           198,900
868 UPS (1)                                   489,668         2,943,407
891 400 Elmwood Associates (2)                148,899           215,534
915 Briarwood One Limited Partnership (2)     139,703           132,600
922 Barry University (2)                    1,249,831           688,701

                                TOTAL      25,422,845        73,019,131


(A)  Includes recovery of estimated fuel costs paid by the Company.  (B)
Project expected to be written-off during 1994.

(1)  Utility Load Reduction Programs
(2)  Energy Management Programs
(3)  Packaged Cogeneration

              ANNUAL REPORT OF EUA COGENEX CORPORATION

                 For the Year Ended December 31, 1993

                SCHEDULE OF ESTIMATED KILOWATTS SAVED

INSTRUCTIONS:  Provide a statement of estimated kilowatts saved during the past
year and cumulatively, both within and outside of New England through demand
side management projects.

   UTILITY SPONSOR                ESTIMATED CURRENT         ESTIMATED
                                    YEAR KILOWATTS          CUMULATIVE
                                        SAVED            KILOWATTS SAVED


Commonwealth Electric Co. (1)           5,291               5,291


Public Service Electric & Gas Co. (3)   8,846               8,846


Orange and Rockland Utilities Inc. (2)  2,519               2,519


Central Maine Power Company (1)         9,516               9,516


Rochester Gas and Electric Corp. (2)    1,939               1,939


Rockland Electric Company (3)             759                759


Massachusetts Electric (1)                 86                 86


Boston Edison (1)                      21,230             21,230


Consolidated Edison (2)                 3,430              3,430


                            TOTAL      53,616             53,616



(1)  New England
(2)  New York
(3)  Outside New England and New York

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                    For the Year Ended December 31, 1993

                         PROJECT INCOME STATEMENT

INSTRUCTIONS:    Provide project income statements with budget variances
explained for any projects valued over $100,000 where there is a loss for the
year.

                                            YTD 1993
  PROJECT/DESCRIPTION                   BUDGET     ACTUALS      VARIANCE

152 - T.J. MAXX
      Gross Revenue                     79,800      60,906      ( 18,894)

      Expenses
        Fuel Bills                         -0-        -0-           -0-
        Electric Bills                     -0-        -0-           -0-
        Maintenance                        -0-      4,242          4,242
        Debt Service                       -0-        -0-           -0-
        Other Direct Costs                 -0-        -0-           -0-
        Depreciation/amort              93,876     93,876           -0-

             Total Expenses             93,876     98,118       ( 18,894)
                 Net Income (loss)     (14,076)   (37,212)      ( 23,136)


Explanation:  Project experienced several ballast failures that were beyond the
manufactures warranty period and were not budgeted for.  These maintenance
costs are netted against billed revenues.


                                     YTD 1993
  PROJECT/DESCRIPTION                   BUDGET     ACTUALS      VARIANCE


228 - Clark College

      Gross Revenue                    120,425      120,388        (37)

      Expenses
        Fuel Bills                         -0-          -0-       -0-
        Electric Bills                     -0-          -0-       -0-
        Maintenance                        -0-          -0-       -0-
        Debt Service                       -0-          -0-       -0-
        Other Direct Costs                 -0-          -0-       -0-
        Depreciation/amort              79,584      120,489     40,905
              Total Expenses            79,584       98,118     40,905
                  Net Income (loss)     40,841         (101)   (40,942)

Explanation:  Budgeted depreciation expense reflects a longer depreciable life
then is actually expected.  Actual depreciation expense includes a retroactive
catch up adjustment.

                  ANNUAL REPORT OF EUA COGENEX CORPORATION

                     For the Year Ended December 31, 1993

                     PROJECT INCOME STATEMENT - Continued

                                     YTD 1993
  PROJECT/DESCRIPTION                BUDGET        ACTUALS      VARIANCE

246 - Raratan Valley Comm College

      Gross Revenue                  46,800       46,800          -0-

      Expenses
        Fuel Bills                         -0-          -0-       -0-
        Electric Bills                     -0-          -0-       -0-
        Maintenance                      1,200        4,190     2,990
        Debt Service                       -0-          -0-       -0-
        Other Direct Costs                 -0-          -0-       -0-
        Depreciation/amort              55,512       55,512       -0-

             Total Expenses             56,712       59,702    (2,990)
                 Net Income (loss)      (9,912)     (12,902)   (2,990)

Explanation:  Project experienced greater than anticipated ballast failure.
These ballasts were out of the warranty period.


                                     YTD 1993
  PROJECT/DESCRIPTION                BUDGET        ACTUALS      VARIANCE

387 - Camden County Municipal Bldgs

      Gross Revenue                     -0-          -0-           -0-

      Expenses
        Fuel Bills                      -0-       19,791        19,791
        Electric Bills                  -0-         (361)         (361)
        Maintenance                     -0-        1,996         1,996
        Debt Serv                       -0-          -0-           -0-
        Other Direct Costs              -0-           65
    65
        Depreciation/amort              -0-      102,084       102,084

             Total Expenses             -0-      123,575       123,575
                 Net Income (loss)      -0-     (123,575)     (123,575)


Explanation:  Customer voluntarily terminated contract on January 1, 1993.  A
dispute has arisen concerning the proposed termination value.  The company has
constructively continued to depreciate this project.  The company will go to
binding arbitration in April, 1994.

                ANNUAL REPORT OF EUA COGENEX CORPORATION

                 For the Year Ended December 31, 1993

                 PROJECT INCOME STATEMENT - Continued


                                     YTD 1993
  PROJECT/DESCRIPTION                BUDGET        ACTUALS      VARIANCE

759 - Chester Union Free School Distr

      Gross Revenue                      7,029      2,000        (5,029)

      Expenses
        Fuel Bills                         -0-          -0-       -0-
        Electric Bills                     -0-          -0-       -0-
        Maintenance                      2,613        1,885      (728)
        Debt Service                       -0-          -0-       -0-
        Other Direct Costs                 -0-          -0-       -0-
        Depreciation/amort              9,888         9,246      (642)
             Total Expenses            12,501        11,131    (1,370)
               Net Income (loss)       (5,472)       (9,131)   (3,659)


Explanation:  Delay in the actual billings, customer was billed in February,
1994 for the period covering September 16, 1993 through December 31, 1993.


                                     YTD 1993
  PROJECT/DESCRIPTION                   BUDGET       ACTUALS      VARIANCE

811 - Hornick

      Gross Revenue                     12,585         -0-        (12,585)

      Expenses
        Fuel Bills                         -0-         -0-             -0-
        Electric Bills                     -0-         -0-             -0-
        Maintenance                      8,724         534         (8,190)
        Debt Service                       -0-         -0-             -0-
        Other Direct Costs                 -0-          76             76
        Depreciation/amort              12,924      11,926           (998)

             Total Expenses             21,648       12,536        (9,112)
                 Net Income (loss)      (9,063)     (12,536)       (3,473)


Explanation:  Project completed and budgeted as of October 1, 1994, however,
actual billing will commence upon receipt of the completion certificate.

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                  For the Year Ended December 31, 1993

                 PROJECT INCOME STATEMENT - Continued

                                     YTD 1993
  PROJECT/DESCRIPTION                 BUDGET        ACTUALS      VARIANCE

834 - Washboards Laundries

      Gross Revenue                     13,200        1,053        (12,147)

      Expenses
        Fuel Bills                         -0-          -0-         -0-
        Electric Bills                     -0-          -0-         -0-
        Maintenance                        -0-          118         118
        Debt Service                       -0-          -0-         -0-
        Other Direct Costs                 -0-          -0-         -0-
        Depreciation/amort              12,552       12,552         -0-

             Total Expenses             12,552       12,670         118
                 Net Income (loss)         648      (11,617)    (12,265)


Explanation:  Two of the three E-Tech (heat-pumps) at the project have been
off line as a result of maintenance problems.

                 ANNUAL REPORT OF EUA COGENEX CORPORATION

                   For the Year Ended December 31, 1993

            ORGANIZATIONAL STRUCTURE - EUA COGENEX CORPORATION


J. Fitzpatrick, President


    D. Immerman, Director of Sales

    A. Lennon, Vice President

          E. Damiani, Manager of Operations
          K. Johnson, Office Manager
          J. Frieband, Manager of Engineering and Construction M. Patino,
          Director of Project Development

    E. Liston, Vice President

          J. Granahan, Cogeneration Business Manager
          E. Kaitz, Manager Engineering and Construction
          C. Pellegrini, Director of Cogeneration Systems

    B. Pallone, Vice President (EUA Cogenex Corporation, Massachusetts)

          M. Aronson, Director of Operations
          L. Stout, Manager of Commercial Finance

    M. White, Vice President and Assistant Comptroller

          K. Stearns, Manager of Personnel
          T. Thomas, Accounting Supervisor

              ANNUAL REPORT OF EUA COGENEX CORPORATION

                For the Year Ended December 31, 1993

                 ORGANIZATIONAL STRUCTURE - EUA NOVA


    R. Eannarino, President

         W. Luther, Senior Divisional Vice President

                B. Niger, General Manager
                J. Hutcheson, Office Manager

         W. Sifflard, Divisional Vice President

                J. Davey, Manager of Construction Services
                D. Trigg, Manager of Lighting Applications
                S. Eannarino, Manager of Technical Services

         B. Mirza, Divisional Vice President

                B. Pesatura, Manager of Engineering and Design
                S. Paquette, Manager of Manufacturing Operations

         B. Murphy, Manager of Administration and Finance


              ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1993

              ORGANIZATIONAL STRUCTURE - EUA DAY



J. Day, President

     W. Pratt, Executive Vice President, Administration and Finance

     P. VanDerMalle, Manager of Accounting and Administration

           E. Orban, Vice President and General Manager of Operations

                R. Ornsby, Director of Sales



            ANNUAL REPORT OF EUA Cogenex Corporation


                        SIGNATURE CLAUSE





Pursuant to the requirements of the Public Utility Holding Company Act of
1935 and the rules and regulations of the Securities and Exchange Commission
issued thereunder, the undersigned company has duly caused this report to be
signed on its behalf by the undersigned officer thereunto duly authorized.




                    EUA Cogenex Corporation
                  (Name of Reporting Company)




       By:  ________________________________________
                 (Signature of Signing Officer)





                 Richard M. Burns, Comptroller
          (Printed Name and Title of Signing Officer)




           Date:_________________________________




























FORM U-13-60
Mutual and Subsidiary Service Companies

Revised February 7, 1980











ANNUAL REPORT



FOR THE PERIOD

Beginning January 1, 1993 and Ending December 31, 1993


TO THE

U.S. SECURITIES AND EXCHANGE COMMISSION


OF

EUA COGENEX CORPORATION
(Exact Name of Reporting Company)

A Subsidiary SERVICE COMPANY

("Mutual" or "Subsidiary")



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