EUA COGENEX CORP
U-13-60, 1995-05-01
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                          FORM U-13-60
            Mutual and Subsidiary Service Companies
                    Revised February 7, 1980









                         ANNUAL REPORT

                         FOR THE PERIOD

     Beginning January 1, 1994 and Ending December 31, 1994

                             TO THE

            U.S. SECURITIES AND EXCHANGE COMMISSION

                               OF

                    EUA COGENEX CORPORATION
               (Exact Name of Reporting Company)

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






Mutual and Subsidiary Service Companies
Revised February 7, 1980

ANNUAL REPORT

FOR THE PERIOD

Beginning January 1, 1994 and Ending December 31, 1994

TO THE

U.S. SECURITIES AND EXCHANGE COMMISSION

OF

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 - 71

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  7-14

ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY             Schedule III  15

 INVESTMENTS                                  Schedule IV 16-18

 ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES Schedule V    19

 ACCOUNTS RECEIVABLE AGING                    Schedule VI   20

  ACCUMULATED PROVISION FOR UNCOLLECTABLE      Schedule  VII   21
ACCOUNTS

 MISCELLANEOUS CURRENT AND ACCRUED ASSETS     Schedule VIII 22

 MISCELLANEOUS DEFERRED DEBITS                Schedule IX   23

 PROPRIETARY CAPITAL                          Schedule XI   24

 LONG-TERM DEBT                               Schedule XII  25

 CURRENT AND ACCRUED LIABILITIES              Schedule XIII26-27

 NOTES TO FINANCIAL STATEMENTS                Schedule XIV28-44

COMPARATIVE INCOME STATEMENT                  Schedule XV   45

ANALYSIS OF BILLING - SALES & PROJECT REVENUES Accounts 514/417 46

ANALYSIS  OF MISCELLANEOUS INCOME             Accounts  419/421 47-49

 SCHEDULE OF EXPENSE DISTRIBUTION             Schedule XVII 50

 DEPARTMENTAL ANALYSIS OF SALARIES            Account 920   51

 OUTSIDE SERVICES EMPLOYED                    Account 923 52-53

 GENERAL ADVERTISING EXPENSES                 Account 930.1 54

 MISCELLANEOUS GENERAL EXPENSES               Account 930.2 55



          LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


                                            SCHEDULE OR    PAGE
                                             ACCT. NO.     NO.

Description of Schedules and Accounts


 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 XVIII60

 SCHEDULE OF TERMINATED CONTRACTS                           61

 SCHEDULE OF PROJECT VALUES                                 62

 SCHEDULE OF ESTIMATED KILOWATTS SAVED                      63




          LISTING OF INSTRUCTIONAL FILING REQUIREMENTS



Description of Reports or Statements


 PROJECT INCOME STATEMENT                                 64-67

 ORGANIZATIONAL STRUCTURE                                 68-70

 SIGNATURE CLAUSE                                           71



            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, 1994
      COMPANY PROPERTY                       CURRENT     PRIOR
     COMPANY PROPERTY
121  Company Property (Schedule II)          64,858,957   66,964,571
107  Construction work in progress
     (Schedule II)                           12,686,281   13,934,563
          Total Property                     77,545,238   80,899,134
108  Less accumulated provision for
     depreciation and amortization of
     company property (Schedule III)         21,080,575   17,515,853
          Net Company Property               56,464,663   63,383,281

     INVESTMENTS
123  Investments in associate companies
     (Schedule IV)                           78,372,404   63,388,495
124  Other Investments (Schedule IV)         41,666,210   35,385,595
          Total Investments                 120,038,614   98,774,090

     CURRENT AND ACCRUED ASSETS

131  Cash                                     1,107,667      603,791
134  Special deposits                           198,202      103,627
135  Working funds                               15,835       11,250
136  Temporary cash investments (Schedule IV)
141  Notes receivable and lease receivable   10,034,901    7,587,418
143  Accounts receivable (Schedule VI)       20,825,349   14,512,193
144  Accumulated provision for
     uncollectible accounts (Schedule VII)     (400,723)    (316,986)
146  Accounts receivable from associate
     companies (Schedule V and VI)                2,933
152  Fuel stock expenses undistributed
154  Materials and supplies                   3,635,534    1,407,426
163  Stores expense undistributed
165  Prepayments                                412,888      170,069
171  Interest receivable                        414,806      546,021
174  Misc. current and accrued assets
     (Schedule VIII)                            104,842       47,369
          Total Current and Accrued Assets   36,352,234   24,672,178

     DEFERRED DEBITS
181  Unamortized debt expense                   861,752    1,006,021
184  Clearing accounts
186  Miscellaneous deferred debits
     (Schedule IX)                            1,730,862      549,999
188  Research, development, or
     demonstration expenditures
      (Schedule X)

          Total Deferred Debits               2,592,614    1,556,020

          TOTAL ASSETS AND OTHER DEBITS     215,448,125  188,385,569

            ANNUAL REPORT OF EUA Cogenex Corporation

             SCHEDULE I - COMPARATIVE BALANCE SHEET

ACCOUNT       LIABILITIES & PROPRIETARY CAPITAL
                 AS OF DECEMBER 31, 1994
                                             CURRENT     PRIOR
       PROPRIETARY CAPITAL

201   Common stock issued (Schedule XI)             100          100
211   Miscellaneous paid-in-capital          33,528,598   28,650,811
      (Schedule XI)
215   Appropriated retained earnings
      (Schedule XI)
216   Unappropriated retained earnings       14,790,006   10,619,440
      (Schedule XI)
          Total Proprietary Capital          48,318,704   39,270,351

        LONG-TERM DEBT

223    Advances from associate companies
       (Schedule XII)
224    Other long-term debt
       (Schedule XII)                       119,200,000  120,000,000
225    Unamortized premium on long-term debt
226    Unamortized discount on long-term
       debt-debt
          Total Long-Term Debt              119,200,000  120,000,000

        CURRENT AND ACCRUED LIABILITIES
224    Current Maturities of Long-term
       debt (Schedule XII)                      800,000
231    Notes payable                         23,421,000    7,820,000
232    Accounts payable                       5,221,212    5,989,421
233    Notes payable to associate
       companies (Schedule XIII)              8,059,000    8,059,000
234    Accounts payable to associate
       companies (Schedule XIII)                445,987      776,847
236    Taxes accrued                            126,148      992,029
237    Interest accrued                       2,652,165    1,132,269
238    Dividends declared
241    Tax collections payable (Refund)         (22,383)      83,253
242    Miscellaneous current and accrued
       liabilities (Schedule XIII)              526,618      292,367

          Total Current and Accrued
          Liabilities                        41,229,747   25,145,186

        DEFERRED CREDITS

253    Other deferred credits                 1,350,465      766,218
255    Accumulated deferred investment
       tax credits
          Total Deferred Credits              1,350,465      766,218

282    ACCUMULATED DEFERRED INCOME TAXES      5,349,209    3,203,814

          TOTAL LIABILITIES &
          PROPRIETARY CAPITAL               215,448,125  188,385,569


            ANNUAL REPORT OF EUA COGENEX CORPORATION

                   For the Year Ended December 31, 1994

                      SCHEDULE II - COMPANY PROPERTY

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

COMPANY PROPERTY

Account

121  LEASEHOLD
     IMPROVEMENTS         104,532    15,020                       119,552
                                                         (A)
121  EQUIPMENT 2/      45,652,730 7,347,483 (7,381,925) 39,404 45,657,692
121  OFFICE FURNITURE                                    (B)
     AND EQUIPMENT      1,602,357   389,486            (21,223) 1,970,620

121  AUTOMOBILES, OTHER
     VEHICLES AND RELATED                                (C)
     GARAGE EQUIPMENT     992,240   179,959   (141,842)(18,722) 1,011,585
301  ORGANIZATION         120,757    55,287                       176,044
302  MISCELLANEOUS
303  INTANGIBLE PLANT  17,665,312 1,263,543 (3,839,108)        15,089,747
304  LAND AND LAND RIGHTS
305  STRUCTURES AND
     IMPROVEMENTS         826,643     7,074                       833,717
310  AIRCRAFT AND AIRPORT
     EQUIPMENT
311  OTHER COMPANY
     PROPERTY 3/
     SUBTOTAL          66,964,571 9,257,852(11,362,875)   (591)64,858,957

107  CONSTRUCTION WORK                                     (D)
       IN PROGRESS 4/  13,934,563 18,812,016(15,625,665)(4,434,633) 12,686,281

       TOTAL           80,899,134 28,069,868(26,988,540)(4,435,224) 77,545,238

                    (A)          Expense Negative Plant
                    (B)          Reversal of 12 94 Accrual
                    (C)          Asset Reconcilation
                    (D)          Transfer to Other Accounts

            ANNUAL REPORT OF EUA COGENEX CORPORATION

                   For the Year Ended December 31, 1994

           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:
                                        NET                BALANCE
    SUBACCOUNT DESCRIPTION            CHANGE               AT CLOSE
                                                           OF YEAR

(1)  Utility Load Reduction Programs     2,938,236             24,002,949
(2)  Energy Management Programs         (3,412,590)            15,194,701
(3)  Packaged Cogeneration                 204,875              5,346,415
(4)  Energy Management Equipment           274,421              1,113,627
       See Attachments A, B,
       C, D, E, F, G and H
       for detail of equipment by
       project
        TOTAL                                4,962             45,657,692

3/   DESCRIBE OTHER COMPANY PROPERTY:

4/   DESCRIBE CONSTRUCTION WORK IN PROGRESS:

807    Eastman Kodak Co.                                          404,575
853    Hungarian Energy Services Co.                              135,889
872    Duke Power Co.                                             198,937
907    Brant County Board of Education                            228,446
932    Metropolitan - Tescor                                    2,291,639
966    RG&E Phase II                                              473,924
968    Bonneville Power Ad                                        372,349
987    Kodak Park Nova                                            227,437
995    BU Mechanical - 500 Comm Ave                               208,822
1019   EUA Systems Operating Ctr                                  152,475
1042   Matsushita Electric Corp.                                  139,901
1048   HWD Service Corp.                                          208,462
1056   UPS - Patterson                                            265,018
1058   Hofstra University                                         208,726
1059   Canadian Postal Service                                    109,319
1066   Bank of New York                                           288,289
1074   Merck & Company                                            337,971
1075   The Trane Company                                          144,767
1102   Warner Technologies Dev.                                   112,065
1104   Genesee Hospital                                           133,849
       Other Projects                                           2,644,233
       Note to CWIP Reclass                                     3,399,188

       Total CWIP                                              12,686,281
            ANNUAL REPORT OF EUA COGENEX CORPORATION

                        SCHEDULE II - ATTACHMENT A
                      EQUIPMENT DETAILED BY PROJECT


        Subaccount Description               NET          BALANCE
                                            CHANGE        AT CLOSE
                                                          OF YEAR
102   City of Lowell (2)                           -0-         31,705
108   City of Lawrence (2)                   (381,522)            -0-
117   Oak Island Nursing Home (2)                  -0-        125,266
118   Sullivan County (2)                          -0-        301,402
123   City of Woonsocket (2)                       -0-         46,372
130   Jackson Brook Institute (2)                  -0-        280,899
145   Paul Revere (Mass Elect)(1)                  -0-        112,746
152   T.J. Maxx (2)                                -0-        653,487
157   Skytop (2)                                   -0-         81,201
159   Parkwest Hotel (2)                           -0-        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)          (78,657)            -0-
172   Penn Pride Packaging (1)                     -0-         41,686
180   Meadowbrook East, Allentown PA (2)           -0-         83,726
181   Cedar Crest College (2)                      -0-        137,754
212   West Seneca Development Ctr. (1)       1,826,181      4,379,908
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)                     32,123      4,948,050
245   Edison Estates (2)                           -0-         51,550
246   Raratan Valley Community College (2)         -0-        375,181
247   Lebanon Valley College (2)             (270,010)            -0-
259   National Office Supply (2)                   -0-         11,000
265   AT&T, Rochelle Park, NJ (2)             (35,690)            -0-
266   Automatic Machine (1)                        -0-         13,319
290   Dedham Holiday Inn (1)                       -0-         95,056
292   Somerset Vocational School (2)               -0-        149,724
295   Carney Hospital (1)                          -0-         40,297
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
340   Star Market #108 (1)                         -0-         18,364
341   Star Market #138 (1)                         -0-         29,992
342   Star Market #102 (1)                         -0-         29,305
343   Star Market #112 (1)                         -0-         24,382
359   Guest Quarters-Waltham (1)                   -0-        232,869
364   Prince George (2)                      (963,751)            -0-
382   Medical College (2)                        4,500      1,383,856
383   Harvard School (2)                           -0-        587,186

        Sub-Total                              133,174     15,984,832

            ANNUAL REPORT OF EUA COGENEX CORPORATION

                        SCHEDULE II - ATTACHMENT B
                      EQUIPMENT DETAILED BY PROJECT

                                                       BALANCE
     Subaccount Description              NET          AT CLOSE
                                       CHANGE          OF YEAR


SUB-TOTAL FROM ATTACHMENT A               133,174      15,984,832


385   Robertwood Johnson
      University Hospital (2)            (141,666)        552,168
386   Warren Hospital (2)                      -0-        224,857
387   Camden City Mun. (2)               (527,956)            -0-
388   E. Penn Psych. (2)                       -0-        135,529
390   Bucks City College (2)                   -0-        236,984
391   Winterthur Museum (2)              (123,600)            -0-
393   Hackensack Medical Center (2)            -0-        436,950
394   Keystone Jr. College (2)                 -0-        226,210
396   J.E. Baker (2)                           -0-        230,122
398   Star Market #118 (1)                     -0-         21,152
399   Star Market #136 (1)                     -0-         26,883
400   Star Market #141 (1)                     -0-         27,698
401   Star Market #120 (1)                     -0-         20,112
405   First Church (1)                         -0-        127,200
406   Guest Quarters (1)                       -0-        150,904
407   Star Market #119 (1)                     -0-         23,852
408   Star Market #106 (1)                     -0-         28,896
435   Alpha Industries (1)                     -0-        285,229
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)         -0-         65,394
472   Ford Products (2)                        -0-         82,005
478   Murray School House Plaza (2)            -0-         31,208
479   Murray Construction H.Q. (2)             -0-         15,954
480   Becton Dickenson (2)                     -0-         77,213
481   Mountain Lake Tennis Club (2)       (25,259)            -0-
484   Borough of Freehold (2)                  -0-         86,730
487   Lafayette Mills (2)                 (40,775)            -0-
488   Taylor Mills (2)                         -0-         46,310
489   Milford Brook (2)                        -0-         89,404
490   Pine Brook (2)                           -0-         73,581
491   Clark Mills School (2)                   -0-         52,324
492   Franklin Lakes (2)                       -0-         22,485
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
502   Club at Woodbridge (2)                   -0-         55,801
505   Werner Erhard & Associates (2)     (135,000)            -0-

          Sub-Total                      (861,082)     19,711,887

            ANNUAL REPORT OF EUA COGENEX CORPORATION

                        SCHEDULE II - ATTACHMENT C
                      EQUIPMENT DETAILED BY PROJECT

                                                             BALANCE
        SUBACCOUNT DESCRIPTION                NET           AT CLOSE
                                            CHANGE           OF YEAR

SUB-TOTAL FROM ATTACHMENT B                   (861,082)       19,711,887

506   Beres Industries (2)                          -0-           30,809
507   Plymouth Lampson (2)                          -0-           13,856
508   Paper Mart, Inc. (2)                          -0-           76,648
511   Pavillion Towers (2)                          -0-           25,000
523   Polaroid Corporation (1)                      -0-          166,005
540   Bluebeard's Castle Hotel (2)             (71,740)              -0-
541   The Buckley School (1)                        -0-           54,535
542   The Italian Center (1)                        -0-           14,938
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. (1)                   -0-            9,985
551   Buckland, 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
561   Waterford Country School, Inc. (1)            -0-           10,916
567   Davenport Realty Trust (1)                  (278)              -0-
570   Pepsi-Cola Metropolitan Bottling Co. (1)      -0-          655,132
583   Lahey Clinic (1)                              -0-          190,614
584   Orange County Community College (1)         5,000          753,214
593   Beall-Ladymon Corp. (2)                       -0-           35,015
595   Oak Nursing Home (1)                          -0-           51,472
605   Public Service of Colorado (2)           (10,845)              -0-
608   Town of Clarkstown (1)                        -0-          118,915
611   Boston University Phase I (1)             123,268          895,798
612   Watt Management Company (2)                   -0-          365,044
621   Albertus Magnus High School (1)               -0-          116,188
634   Savings Oil Company, Inc. (2)                 -0-           35,771
635   Shelter Bay Company (2)                       -0-           13,019
636   Cannan Market (1)                             -0-              648
638   Huntington Lodge (2)                          -0-            6,340
639   Scandals Hair Design, Inc. (2)                -0-            4,841
643   Instron Corporation (1)                  (36,010)              -0-
645   Toshiba America (2)                           -0-           94,365
648   Country Grocer (1)                            -0-           14,837
649   Tobin, Leven, Carberry & O'Malley (1)         -0-            8,825
651   Nejamie's Store (1)                           -0-            8,574
652   Springfield Olympia (1)                       -0-           23,347
653   Stadium Systems (1)                           -0-           17,770

SUB-TOTAL                                     (851,687)       23,838,418
            ANNUAL REPORT OF EUA COGENEX CORPORATION

                        SCHEDULE II - ATTACHMENT D
                      EQUIPMENT DETAILED BY PROJECT


                                                             BALANCE
        SUBACCOUNT DESCRIPTION                NET            AT CLOSE
                                            CHANGE           OF YEAR

SUB-TOTAL FROM ATTACHMENT C                   (851,687)        23,838,418


655   DOE Bldg - Lighting Upgrade (1)            68,038           868,407
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 I (1)                           -0-           311,535
670   U.S. Post Office, Stm. Inc. (1)          (10,866)               -0-
673   Bel Air Markets (2)                           -0-            36,896
676   Dominican Convent (1)                         -0-           173,305
677   Central Berkshire School District (1)         -0-           133,762
680   Closter Board of Education (1)                -0-           119,364
681   New Lebanon Central School Dist. (1)          -0-            63,681
682   Cavellero Plastics, Inc. (1)                  -0-            15,206
684   North Rockland Central School
      Dist. (1)                             (1,000,086)             7,723
687   Vanier Graphics (2)                           -0-            33,091
693   Auburn Journal (2)                            -0-            26,511
696   MEM Company (1)                               -0-           223,751
700   Palm Beach Gardens (2)                  (218,284)               -0-
707   60 Craig Road Investors (1)                   -0-            48,333
708   Materials Research Corporation (1)            -0-           152,788
752   Henry Mayo hospital (2)                       -0-           151,957
753   Hillhaven Corp d/b/a Franklin House (2)       -0-            13,250
757   Nordstroms - Dan Diego (2)                    -0-            38,609
758   Shisheido America, Inc. (1)                   379            73,351
759   Chester Union Free School District (1)        -0-           166,435
762   USA Dept. Navy (2)                      (948,905)               -0-
763   Com/Elec - All Projects (1)                   -0-         5,815,525
764   Mount Vernon Hospital (1)                     -0-           132,750
776   Brownwell Boat Works (2)                      -0-            24,984
777   Barnert Hospital (1)                        1,184           181,375
781   Sandoval County (2)                           -0-            31,602
783   1560 Broadway (1)                       (167,709)           150,454
784   Northshore Medical & Dental Center (2)        -0-            40,929
789   Hebrew Academy (2)                            -0-           123,896
795   One Wells Avenue Associates (1)               -0-           149,273
798   Kurt Saracen (1)                               26               -0-
800   145 Rosemary Street Realty Management (1)     -0-            60,774
803   Berlin School District (2)                  2,060            79,438
804   Arthur Blank & Company, Inc. (1)               17               -0-
806   Nanuet Public Schools (1)                     -0-           251,803

SUB-TOTAL                                   (3,125,833)        33,674,037

            ANNUAL REPORT OF EUA COGENEX CORPORATION

                        SCHEDULE II - ATTACHMENT E
                      EQUIPMENT DETAILED BY PROJECT

                                                             BALANCE
        SUBACCOUNT DESCRIPTION                NET            AT CLOSE
                                            CHANGE           OF YEAR
SUB-TOTAL FROM ATTACHMENT D                 (3,125,833)        33,674,037

811   Hornick (1)                                 3,946           179,261
812   United Nations International School (1)   (35,521)              -0-
817   Materials Rsrch - Amd (1)                   3,747             3,747
819   Metro Park Associates, L.P. (2)               -0-            69,524
821   St. Lukes Hospital (1)                    221,684           221,684
833   Kentucky Fried Chicken (2)                    -0-            60,898
834   Washboard Laundries (2)                       -0-            56,156
843   Nihonmachi Terrace (3)                        -0-           225,613
850   Churchill Crossing (2)                        -0-            79,594
854   400 Atlantic Avenue (2)                   (5,592)            86,443
855   Inglewood Civic Plaza - 101 N.LaBrea (2)      -0-            60,050
856   Inglewood LaBrea Associates -
        111 N. LaBrea (2)                           -0-           114,232
857   Arsenal Mall/Watertown Arsenal
      Associates (2)                             3,488            43,540
858   Greendale Mall/New England
      Development (2)                         (248,759)               -0-
859   VA Hospital-Dept. of Veteran
      Affairs (2)                                39,340               -0-
861   Fort McPherson/Fort Gillen (2)             82,734         1,684,360
862   Mobile Airport Authority (2)                  -0-           172,909
868   UPS (1)                                    16,143           516,828
870   Whitehall (Cape Island) NH (2)                945            15,815
871   Orange County Community College P (1)     325,077           325,077
874   Grand Tokyo USA, Inc. (2)                     -0-            84,106
879   Star Market #110 (1)                          -0-            19,360
880   Star Market #126 (1)                          -0-            29,361
881   Star Market #113 (1)                          -0-            23,950
885   Revere High School (2)                        -0-               733
889   Golten Marine Co., Inc. (3)               172,752           172,752
891   400 Elmwood Associates (2)                 21,736           173,736
894   HTT - Bayshore Medical Center (2)        (13,928)                92
901   Blount I - Board of Education (2)              38               -0-
911   Southmore Medical Center (2)                  -0-                46
915   Briarwood One Limited Partnership (2)         -0-           146,232
922   Barry University (2)                      188,236         1,457,184
926   Methodist Hospital (2)                    717,613           717,613
938   Presidential Towers (2)                    79,274            79,274
940   Feenan financial Group (2)                    645            13,543
947   HTI - Detar Hospital (2)                   18,213            18,259
955   Ideal Aluminum Products, Inc. (1)         294,284           294,284
971   BU 3-5 Cummington Ave (1)                  82,324            82,324
994   New England Medical Center - Exits (2)     27,814            27,814
1022  Gleneagles Country Club, Inc. (1)          31,135            31,135

SUB-TOTAL                                   (1,098,465)        40,961,566




            ANNUAL REPORT OF EUA COGENEX CORPORATION

                        SCHEDULE II - ATTACHMENT E
                      EQUIPMENT DETAILED BY PROJECT



                                                             BALANCE
        SUBACCOUNT DESCRIPTION                NET            AT CLOSE
                                            CHANGE           OF YEAR

SUB-TOTAL FROM ATTACHMENT D                 (1,098,465)        40,961,566


EUA Nova (4)                                     70,986           429,907
       EUA Day (4)                              203,435           683,720
       Con Edison (1)                         1,186,273         2,939,443
       CES Way (2)                             (357,267)          643,056

                                TOTAL             4,962        45,657,692





(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, 1994

                               SCHEDULE III

                ACCUMULATED PROVISION FOR DEPRECIATION AND
                     AMORTIZATION OF COMPANY PROPERTY

                                 ADDITIONS
    DESCRIPTION                   CHARGED
                      BALANCE       TO                  OTHER
                         AT        ACCTS               CHANGES    BALANCE
                      BEGINNING   403,       RETIRE    ADD 1/    AT CLOSE
                      OF YEAR    405 & 417   MENTS    (DEDUCT)    OF YEAR
ACCOUNTS
111 ORGANIZATION        120,758                                   120,758
111  MISCELLANEOUS                                          (A)
     INTANGIBLE PLANT 2,358,270 1,311,912           (1,162,474) 2,507,708
122  LEASEHOLD                                              (B)
     IMPROVEMENTS        24,473    20,109               22,386     66,968
                                                            (C)
122  EQUIPMENT       13,648,010 5,292,935 (2,601,431)  179,963 16,519,477
122  OFFICE FURNITURE
     AND FIXTURES       775,356   360,977                       1,136,333
122  AUTOMOBILES,
     OTHER VEHICLES
     VEHICLES AND
     RELATED GARAGE                                        (D)
     EQUIPMENT          528,026    128,935  (93,105)     86,358   650,214
304  LAND AND LAND
     RIGHTS
305  STRUCTURES AND
     IMPROVEMENTS       60,960     18,157                          79,117
310  AIRCRAFT AND
     AIRPORT EQUIPMENT
311  OTHER COMPANY
     PROPERTY
                    17,515,853  7,133,025 (2,694,536) (873,767) 21,080,575

  1/   PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:

   (A)NOVA Goodwill Adjustment 69,646
      Record ESS Diversco Gain 1,165,828
   (B)Reconcile Fiscal Assets
   (C)Transfer to Various Accounts
   (D)12,210 AID 0 Debit to Prepaid Sales
      26,537 Cap of Transportation
      Amounts Corresponding to Debits to Auto Asset Accounts




                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                        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.

                                             BALANCE AT         BALANCE
               DESCRIPTION                    BEGINNING        AT CLOSE
                                               OF YEAR          OF YEAR
ACCOUNT 123 - INVESTMENT IN SUBSIDIARY
COMPANIES
Investments in Subsidiary Companies
     Micro Utility, L.P.                         3,610,051        2,810,486
     EUA/Highland Energy Group                   2,015,151        2,035,034
     EUA WestCoast, L.P.                        21,441,388       19,872,024
     EUA/FRCII Energy Associates                16,417,613       15,829,182
     EUA/ICC Partners, L.P.                        126,077         (15,535)
     Energy Capital & Services I & II           19,778,215       24,988,195
    Northeast Energy Management                                  12,852,920
     EUA Canada                                                         100
                    Total Equity                63,388,495       78,372,406
Investment
ACCOUNT 124 - OTHER INVESTMENTS
  Notes Receivable
     Lebanon Valley College                              0          212,000
     Greater Lawrence Sanitation                    47,951           19,951
     Sycom Enterprises                           3,408,671        2,901,671
     Columbia University                         6,016,321        6,060,788
     MA Institute of Technology Phase II         2,984,550        2,984,550
     Interfaith Medical - Large                  1,129,000        1,059,000
     Boston University Phase II                    805,590          565,590
     Eastman Kodak                               3,161,734        4,957,707
     Sycom - Pepco                                 159,040          542,241
     Veterans Association Hospital               4,293,571        1,159,021
     Jewish Federation Council                      55,790           22,790
     Boston Edison DSM Notes                    10,896,538       10,696,537
     Enersave, Inc.                                      0        1,956,297
     Sheraton - Washington                               0          882,734
      N. Rockland Central School                         0        1,380,000
                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                  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.

                                             BALANCE AT         BALANCE
               DESCRIPTION                    BEGINNING        AT CLOSE
                                               OF YEAR          OF YEAR
ACCOUNT 124 - OTHER INVESTMENTS
  Notes Receivable
       USA Department of Navy                            0          540,000
       Metropolitan Square                               0          498,051
       New England Development                           0          100,000
        LaSalle Military Academy                         0          130,000
        Southmore Medical                                0          161,000
        Wareham Schools                                  0          250,000
        Kessler Institute                                0          592,386
        Boston University Bookstore                      0           79,545
        KAO Info Systems                                 0          120,000
        HTI - Midway Park                                0           73,000
        Harry J. Rashti & Company                        0          135,583
        BU - 140 Baystate Road                           0           84,784
        HTI - Ashley Valley                              0           66,000
        HTI - Castle View                                0           38,000
                      Total Notes               33,868,671       38,269,229
Receivable
ACCOUNT 124 - OTHER INVESTMENTS
Long Term Lease Receivable
     Miscellaneous                                     -0-              -0-
     MA Institute of Technology Phase I & II           -0-              -0-
     Modicon                                         8,165              -0-
     Columbia University                               -0-              -0-
     Boston University Phase II                        -0-              -0-
     Broadway Trade Center                          78,135              -0-
     Portsmouth City Schools                       677,181          367,008
     White Memorial Medical Center                 403,611          311,632

                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                  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.



                                             BALANCE AT         BALANCE
               DESCRIPTION                    BEGINNING        AT CLOSE
                                               OF YEAR          OF YEAR
ACCOUNT 124 - OTHER INVESTMENTS
(Continued)
Long Term Lease Receivable
     Diagnostic Center Hospital                     87,737                0
     Bayshore Medical Center                       124,518                0
     Brownwood Regional Hospital                   137,577                0
     HTI - Chino Community Hospital                      0           89,840
     HTI - Couglas Community Hospital                    0           62,194
     HTI - Palm Desert Hospital                          0           48,859
     HTI - Healdsburg Hospital                           0           31,508
         Total Long Term Lease Receivable        1,516,924          911,041
Other Investments
     Energy Capital & Services I - Int Purchase          0        1,132,875
     Energy Capital & Services II- Int Purchase          0        1,353,065
         Total Other Investments                         0        2,485,940
Total Long-Term Lease Receivables and
    Other Investments                           35,385,595       41,666,210

                      TOTAL INVESTMENTS         98,774,090      120,038,614

                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

        SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES



INSTRUCTIONS:  Complete the following schedule listing accounts receivable.




                                     BALANCE AT            BALANCE AT
         DESCRIPTION                   CLOSE               BEGINNING
                                      OF YEAR               OF YEAR

ACCOUNT 146 - ACCOUNTS
RECEIVABLE

     Eastern Utilities Associates                292                   -0-
     EUA Service Corporation                     -0-                   -0-
     EUA Northeast Energy Management           2,641                   -0-

       TOTAL                                   2,933                   -0-





                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                 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                       6,879,302       5,837,972
         31 - 60 Days                       2,393,360       3,242,890
         62 - 90 Days                       1,514,369       2,423,866
         91 - over                          3,725,162       9,320,621
                                       ______________  ______________
                   Total                   14,512,193      20,825,249
Account 146 - Accounts Receivable
     from associated companies

         0 - 30 Days                              -0-           2,933

                   Total                          -0-           2,933

                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

      SCHEDULE VII ACCUMULATED PROVISION FOR UNCOLLECTABLE ACCOUNTS



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



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

Account 144 - Provision for            316,986  325,422 (241,685)    400,723
uncollectible account               __________ _________ _______    _________



TOTAL                                  316,986  325,422 (241,685)    400,723




                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                              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.




                                       BALANCE AT          BALANCE AT
           DESCRIPTION                  BEGINNING             CLOSE
                                         OF YEAR             OF YEAR
ACCOUNT 174 - MISCELLANEOUS
              CURRENT AND ACCRUED ASSETS

     Executive Life Insurance            47,369              104,842


TOTAL                                    47,369              104,842

                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

               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 numbe of items  in
       each class.

                                           BALANCE AT        BALANCE AT
              DESCRIPTION                   BEGINNING           CLOSE
                                             OF YEAR           OF YEAR
ACCOUNT 186 - MISCELLANEOUS DEFERRED
DEBITS
     EUA/Beacon                                    51,220                0
     Sycom                                         44,906           48,683
     50/50 SEC Ruling                              81,575           83,937
     EUA WestCoast Reorganization                 132,627          397,083
     EUA Day - Costs in Excess of Billing         132,077                0
     EUA/Electricity Supply Board                  60,538                0
     Measuring & Monitoring Advance                10,778           26,402
     EUA Day - Interco A/P ADJ (DEC94)                  0           22,074
     Formation of Canadian Subsidiary              13,851           54,970
     Thorson GMC Buick                                  0           43,606
      Nova - Various                                    0           19,062
      EC&S I & II - Mwe Legal                           0           36,121
      Coumbia University                                0          316,529
      Rent                                              0           25,753
      Open Work Authorizations                          0          363,313
      Sanwa                                             0          281,079
     Miscellaneous (29)                            22,427           12,250

TOTAL                                             549,999        1,730,862


                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                    SCHEDULE XI - PROPRIETARY CAPITAL



         CLASS OF STOCK  NUMBER OF   PAR OR
ACCOUNT                   SHARES     STATED    OUTSTANDING CLOSE OF PERIOD
NUMBER                   AUTHORIZED VALUE PER
                                      SHARE     NO. OF SHARES        TOTAL
                                                                     AMOUNT
201  COMMON STOCK ISSUED   1,000     $0.10      1,000                $100.00

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                    33,528,598
   ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS
           (1) See Schedule XIV Notes to Financial Statements,Page 28

TOTAL                                                             33,528,598

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
       dividend, date declared and date paid.




                              BALANCE AT    NET                 BALANCE AT
        DESCRIPTION           BEGINNING  INCOME OR  DIVIDENDS     CLOSE
                               OF YEAR     (LOSS)      PAID      OF YEAR
ACCOUNT 216 - UNAPPROPRIATED
              RETAINED
              EARNINGS        10,619,440 4,170,566              14,790,006

TOTAL                         10,619,440 4,170,566              14,790,006



                 Annual Report of EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

                      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>
<CAPTION>
              TERMS OF         DATE            AMOUNT   BALANCE              1/    BALANCE
  NAME OF       OBLIG           OF      INT.   AMORT-      AT     ADDI-   DEDUC-     AT
 CREDITOR      CLASS &       MATURITY   RATE    IZED    BEGINNING TIONS   TIONS   CLOSE OF
               SERIES                                    OF YEAR                   YEAR
                 OF
             OBLIGATION
<S>                          <C>        <C>   <C>        <C>      <C>     <C>  <C>
ACCOUNT 223-
 ADVANCES
 FROM
 PARENT AND
 ASSOCIATE
 COMPANIES

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

              Unsecured
                Notes
                 to          10/30/01  19.6%  20,000,000 20,000,000      800,000 19,200,000
             Prudential
             Ins. Co. of
              America &
                PRUCO
              Life Ins.
                 Co.

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

              Unsecured
                Notes
            to qualified      09/15/00  7.0% 50,000,000  50,000,000              50,000,000
            institutional
               buyers
             under Rule
                144A
             of the 1993
                 Act
    TOTAL                                   120,000,000 120,000,000      800,000 119,200,000
</TABLE>
 1/ GIVE AN EXPLANATION OF DEDUCTIONS:

      1st Principal Payment Due
                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

             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.


                                          BALANCE AT        BALANCE AT
             DESCRIPTION                  BEGINNING            CLOSE
                                           OF YEAR            OF YEAR
ACCOUNT 233 - NOTES PAYABLE TO
ASSOCIATE COMPANIES

     Eastern Utilities Associates             8,059,000          8,059,000

     TOTAL                                    8,059,000          8,059,000

ACCOUNT 234 - ACCOUNTS PAYABLE TO
ASSOCIATE COMPANIES

     Eastern Utilities Associates                26,981             52,112
     EUA Service Corporation                    746,743            393,712
     Eastern Edison Company                       1,717                 63
     Newport Electric Corporation                 1,406                  0
     EUA Canada                                       0                100

TOTAL                                           776,847            445,987

ACCOUNT 242 - MISCELLANEOUS CURRENT
AND ACCRUED LIABILITIES

     Commitment Fee                               7,928              9,678
     Pension Liability                           42,236                  0
     Retainage Liability                        129,466            322,665
     Restricted Stock Plan                       10,000                  0
     EUA Nova                                 (200,000)                  0
     Lease Obligations - AT&T                    13,980              1,113
     401K Savings                               149,017                  0
     Accrued Payroll                             40,062                  0
     Billing in excess of cost                   75,038                  0
     Miscellaneous (9)                           24,640             18,775
     Accrued Liability - Sanwa (HTI PRJS)             0             77,032
     Accrued Liability - Sanwa (VA Hosp)              0             22,657
     Trade Financing Payable                          0             74,697
     EUA Day 2420-10                                  0             11,597
     Flexible spending                                0             24,640

TOTAL                                           292,367            526,617


                 ANNUAL REPORT OF EUA Cogenex Corporation

                   For the Year Ended December 31, 1994

       SCHEDULE XIII - CURRENT AND ACCRUED LIABILITIES- (Continued)


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.


                                          BALANCE AT        BALANCE AT
             DESCRIPTION                  BEGINNING            CLOSE
                                           OF YEAR            OF YEAR
ACCOUNT 224 - CURRENT MATURITIES OF LT DEBT
     Prudential Ins Co Due 10/30/01 @ 9.6%       0            800,000

     TOTAL                                       0            800,000




                     EUA Cogenex Corporation
                  Notes To Financial Statements
            For The Years December 31, 1994 and 1993

A.   General

     EUA  Cogenex Corporation (the Company) is an energy services
     company  which designs, installs, fabricates,  and  finances
     energy savings project 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 financings and asset acquisitions.   On
     February  15,  1995,  the SEC issued an  order  lifting  its
     previous requirement that the Company earn more than 50%  of
     its  revenues in the New England and New York  area.   There
     are  no  current  geographic restrictions on  the  Company's
     operation.

     The  prices  charged by the Company to its Energy Management
     Services   and   Utility  Demand  Side  Management   Program
     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.

B.   Summary of Significant Accounting Policies

     Equity Investment

     The  financial statements reflect the company's  investments
     in  seven  partnership entities and one  subsidiary  Company
     under  the  equity method of accounting.  These amounts  are
     shown  on  the company's balance sheet at December 31,  1994
     and 1993 as investments in associated companies.

     Reclassification

     Certain  prior period amounts on the consolidated  financial
     statements  have been reclassified to conform  with  current
     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 $1,271,000  in
     1994 and $957,000 in 1993 and paid office rental expense  of
     approximately $14,600 and $11,000, 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  term.  Revenue is recognized as such  savings
          are    realized   by   customers.    Construction   and
          installation  costs are amortized as contract  expenses
          on  a  straight-line basis over the applicable contract
          term.  Losses on contracts are fully recognized 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.

          Energy Savings Project Sales and Sales-Type Leases

                Revenue  from the sale of energy savings projects
          and sales-type leases are recognized when the sales are
          complete.   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.

          Interest Income

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

     Inventories

     Inventories  represent  finished  goods  and  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,  which  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 and projects  in  progress,
     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 approximately $6.8  million
     and $6.3 million  in 1994 and 1993, respectively.

     Federal Income Taxes

     In  accordance  with 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.

C.   Acquisitions

     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 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 of
     interest method of accounting.

     In  connection with NEM's acquisition, the Company  incurred
     costs  and  expenses of approximately $157,000 and  $308,000
     during  1994 and 1993.  Accordingly these costs and expenses
     have been charged against operations when incurred.

     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.

     The  acquisition of Day Company was accounted for using  the
     purchase  method of  accounting.  This acquisition  resulted
     in the recognition of goodwill of approximately $2.5 million
     which is being amortized over 15 years.

     In  1994,  the  Company  organized a  wholly-owned  Canadian
     subsidiary to engage in the energy services business in  the
     Canadian marketplace.  At December 31, 1994, the Company has
     invested approximately $2.3 million in Canadian projects.

     On  March  1,  1995,  the  Company acquired  certain  energy
     services  assets  of  Citizens Conservation  Corporation  of
     Boston, Massachusetts in exchange for preferred stock  of  a
     newly   formed  subsidiary  of  the  Company,  EUA  Citizens
     Conservation  Services  (CCS),  which  will  utilize   those
     assets.   The largest assets the Company obtained  with  the
     Citizens Conservation acquisition are contracts with various
     public and private housing authorities.

     The  Company has also applied for authorization from the SEC
     to  acquire  the  Highland Energy Group, an energy  services
     company  in Boulder, Colorado in exchange for common  shares
     of EUA.  Highland manages conservation and energy management
     programs  in Colorado, Texas, Ohio and North Carolina.   The
     Company  has  signed  a  Letter of  Intent  and  anticipates
     signing a merger agreement by the end of April 1995.

D.   Income Taxes

      Components of income tax expense for the year 1994 and 1993
are as follows:


     In Thousands                                  1994     1993

     Federal:

       Current                                   $ (64)   $ 1,440
       Deferred                                   1,951       227
                                                $ 2,260   $ 1,667

     State:

       Current                                      156       523
       Deferred                                     186       137
                                                  $ 342     $ 660

     Provision for income taxes                 $ 2,229   $ 2,327


     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                                  1994     1993

     Federal income tax computed
      at statutory rates                        $ 1,741   $ 2,052
     Increases (decreases) in tax from:
      state taxes, net of federal
        income tax benefit                          424       429
     Other                                         64       (154)
     Provision for income taxes                 $ 2,229   $ 2,327

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


     In Thousands                                  1994     1993

     Excess tax depreciation                       $ 25  $ 1,015
     Effect of state and local taxes                 20       137
     Partnership timing differences               1,621        54
     Provision for Partnership contract losses      738     (738)
     Other -Net                                    267      (104)
          Total                                 $ 2,137     $ 364


     The   Company  adopted  FASB  statement  No.  109  (FAS109),
     "Accounting for Income Taxes" effective as of January  1993.
     Under FAS109 deferred tax liabilities or assets are computed
     using  the  tax  rates  that will  be  in  effect  when  the
     temporary  differences reverse.  The adoption of FAS109  had
     no impact on the results of operations for 1993.

     At December 31, 1994 and 1993, total deferred tax assets for
     which no valuation allowance was deemed necessary were  $1.0
     million  and  $1.6 million, respectively and total  deferred
     tax   liabilities  were  $6.4  million  and  $4.8   million,
     respectively.  Total deferred tax assets and liabilities are
     comprised as follows (in thousands):


                           Deferred Tax             Deferred Tax
                            Assets                  Liabilities
                         1994   1993               1994   1993
     Provision for                     Plant Related
     Partnership                       Differences $6,303 $4,775
     Contract Losses    $      $738    Post-Retirement
     Alternative                        Benefits       41     42
      Minimum Tax        177    177     Other          54     14
     Bad Debts           162    145
     Pension             517    349
     Other               192    218

          Total      $ 1,048$ 1,627               $ 6,398 $4,831


     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 agreements with  contractors
     and/or  host customers to finance the installation of energy
     savings project equipment at the customer's premises.   Upon
     completion of construction, these contracts are reflected as
     notes  receivables  on  the Company's financial  statements.
     Interest income is accrued on these contracts based  on  the
     stated  or  implicit  interest  rate  within  each  contract
     ranging from 7.7% to 18.0%.  The term of the contracts range
     in maturity from two years to fifteen years.


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.

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

                                                   1994      1993

          Minimum lease payments receivable    $ 11,167   $ 6,189
          Less:Unearned interest                  3,251     1,361
               Current portion                    1,787     1,176
          Net investment in sales-type leases   $ 6,129   $ 3,652


     Future minimum lease payments due under sales-type leases at
     December 31, 1994 are as follows (in thousands):

            1995                         $ 1,821
            1996                           1,789
            1997                           1,499
            1998                           1,334
            1999 and thereafter            4,724


G.   Contract Rights

     Contract   rights  represent  the  cost  of  the   Company's
     acquisition of certain energy savings contracts.   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.

H.   Long-Term Debt (in thousands)

                                                   1994      1993
     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    50,000
       Interest only payable through
       September 15, 2000 with a final
       payment of the entire note
       due at that time.



     Total                                      120,000   120,000
     Less Current Maturities                        800     -0-
                                               $119,200  $120,000


     Scheduled  maturities of long-term debt for the  five  years
     following 1994 are as follows (in thousands):

            1995                           $ 800
            1996                           6,700
            1997                          21,700
            1998                           6,700
            1999                           6,700


     The Company is subject to certain covenants within the long-
     term   note  agreements.   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, 1994.

     In  addition, in connection with the Company's 7.2% 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, 1994.

I.   Notes Payable

     The   EUA  System  companies,  which  include  the  Company,
     maintain  short-term  lines  of credit  with  various  banks
     aggregating approximately $150 million of which $100 million
     is  available to the Company.  At December 31, 1994,  unused
     short-term lines of credit amounted to $118 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,  1994 and 1993, the Company had  approximately
     $23.4  million and $7.8 million, respectively in  borrowings
     outstanding  under  these arrangements at  weighted  average
     interest rates of 4.6% and 3.7%, respectively.  In addition,
     the  Company  had  $8.1 million in borrowings  from  EUA  at
     December 31, 1994 and 1993.


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  due  to  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, 1994 are as follows (dollars  in
     thousands):


                                        Carrying         Fair
                                          Amount         Value

     Cash and Cash Equivalents           $ 1,322       $ 1,322

     Notes Receivable and Net
      Investment in Sales-Type
      Leases                            $ 39,180      $ 39,180

      Long-Term Debt (including
      current maturities)             $  120,000      $117,906


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 1994 and in 1993
     included the following components (in thousands):

                                                 1994      1993

     Service cost-benefits earned
      during the period                         $ 377     $ 224
     Interest cost on projected
      benefit obligation                          301       283
     Actual return on assets                       26     (352)
     Net amortization and deferrals             (206)       158
     Net periodic pension
      expense                                  $  498    $  313


     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 1994 and
     1993  were 7.25% and 8.75% and 4.75% and 6.0%, respectively.
     The  expected long-term rate of return on plan  assets  were
     9.50% and 10.0% in 1994 and 1993, respectively.

     The discount rate used to determine pension cost was changed
     effective January 1, 1995 to 8.25% and was used to calculate
     the plans' funded status at December 31, 1994.

     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, 1994 and 1993
     expenses related to the supplemental plan were approximately
     $41,200 and $107,000, respectively.

     Post Retirement Benefits Other than Pension

     Certain  retired  employees are entitled to  participate  in
     health  care and 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  costs  amounted   to
     approximately $162,000 in 1994 and $126,000 in 1993.

     The  total  cost  of  post-retirement  benefits  other  than
     pension  for 1994 and 1993 includes the following components
     (in thousands):

                                                   1994      1993

     Service cost                                $  150    $  121
     Interest cost                                   78        81
     Actual return of plan assets                   (7)       (4)
     Amortization of transition obligation           43        41
     Other amortizations and deferrals-net          (6)         1
     Total post-retirement benefit cost          $  258    $  240

                                                   1994      1993

Assumptions:

     Discount rate                                7.25%     8.75%
     Health care cost trend rate -near-term       13.0%     13.0%
                                 -long-term        5.0%     6.25%
     Salary increase rate                         4.75%     6.00%
     Rate of return on plan assets - non-union    5.50%     5.50%

     Reconciliation of funded status:

     Accumulated post-retirement benefit obligation (APBO):
       Retirees                                 $ (136)   $  (33)
       Active employees fully eligible for benefits   0     (202)
       Other active employees                     (440)     (500)
     Total                                        (576)     (735)

     Fair value of assets, primarily notes and bonds257       165
     Unrecognized transition obligation             462       488
     Unrecognized net loss (gain)                 (270)        62
     (Accrued)/prepaid post-retirement benefit cost$ (127) $ (20)


     The  discount rate used to determine post-retirement benefit
     costs was changed effective January 1, 1995 to 8.25% and was
     used  to  calculate  the  funded status  of  post-retirement
     benefits at December 31, 1994.

     Increasing  the assumed health care cost trend  rate  by  1%
     each  year would increase the total post-retirement  benefit
     cost  for  1994  by approximately $50,000 and  increase  the
     total  accumulated  post-retirement  benefit  obligation  by
     approximately $124,000.

     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 $94,000 and $167,000 during 1994  and
     1993, respectively.

     Post-Employment Benefits

     In   November  1992  the  FASB  issued  statement  No.   112
     "Employer's  Accounting  for Post-Employment  Benefits"  for
     fiscal  years  beginning  after  December  15,  1993.    The
     estimated  impact  of  this  standard  on  the  Company   is
     immaterial  to  the  Companys'  results  of  operations  and
     therefore no liability was recorded.

     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):


               1995                     $ 683
               1996                       486
               1997                       394
               1998                       138
               1999                        16
                                      $ 1,717

Total  rent  expense under the operating leases was $601,500  and
$473,400 in 1994 and 1993, respectively.

     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.
     The  total  amount  of  outstanding letters  of  credit  and
     performance  bonds as of December 31, 1994 was approximately
     $1.7  million  and  $6.7 million, respectively,  and  as  of
     December  31, 1993 were approximately $3.6 million and  $7.3
     million, respectively.

     As  of  December 31, 1994, 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  WestCoast  L.P.
     ("WestCoast") has under development a cogeneration  facility
     of  approximately  1.5  MW.  This facility  has  experienced
     numerous  start-up delays and cost overruns.  As of December
     31,   1994,   WestCoast's  investment  in  the   plant   was
     approximately  $5,200,000.  The host  of  the  facility  has
     taken  the  position  that  the  energy  services  agreement
     between  WestCoast and itself is terminated  due  to,  among
     other  reasons, failure to complete the project.   WestCoast
     disagrees with this position, but is attempting to negotiate
     a new energy services agreement with the host.  In addition,
     WestCoast   is   making   certain   modifications   to   the
     cogeneration plant that would complete the plant.   However,
     the Company  can give no assurances as to when, if ever, the
     plant will be completed, or whether it will be able to enter
     into a new contract with the host under terms sufficient  to
     recover  its investment.  In June, 1993, WestCoast  filed  a
     lawsuit  against the contractors responsible for the  design
     and  construction of the facility, as well  as  against  the
     surety   on  the  contractor's  performance  bond.   Certain
     defendants   in  that  action  have  filed  cross-complaints
     against  WestCoast  and  the Company,  seeking  among  other
     things,  approximately  $300,000 for  payments  withheld  by
     WestCoast  for  the contractor's deficient  performance.   A
     contractor  has  also  filed a cross-complaint  against  the
     host.   This litigation has been stayed until April 7,  1995
     to  provide WestCoast an opportunity to complete  the  plant
     and  enter  into  a new energy services agreement  with  the
     host.   The Company does not expect that the plant  will  be
     completed,  or a new agreement reached, by that  date.   The
     Company   continues   to  review  its  investment   in   the
     cogeneration  plant and its litigation alternatives.   While
     the  Company cannot predict the ultimate resolution  of  the
     matter, it is possible that the Company's investment may not
     be fully recovered.  Except to the extent that any provision
     for  impairment of its investment would impact then  current
     earnings,  the Company does not believe that any  impairment
     will  have  a  material  adverse  impact  on  its  financial
     position.

     Other

     Under the terms of the Stock Purchase Agreement between  the
     Company  and  New England Sun Control, 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,  1994, the second year of the earn  out  bonus
     period,  the seller has earned approximately $400,000  which
     was paid in 1994.

     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.
     As  of December 31, 1994, no additional earn out payout  has
     been earned and accordingly no accrual has been recorded.

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

               SCHEDULE XV - STATEMENT OF INCOME

  ACCOUNT               DESCRIPTION            CURRENT YEAR   PRIOR YEAR
             INCOME
    415        Sales                             20,064,607     13,997,257
    417        Project Revenues                  37,828,629     37,311,449
    418        Equity in earnings                 1,233,328    (2,831,043)
419/421/450    Miscellaneous income              12,840,707     10,653,145
               TOTAL                             71,967,271     59,130,808

             EXPENSE
    904        Uncollectible accounts               355,817        203,319
    910        Misc Cust Serv & Info expense         46,272            -0-
    912        Demonstrating and selling expense    251,900        294,059
    913        Advertising expense-merchandising     49,078        114,908
    920        Salaries and wages                 5,821,103      4,895,157
    921        Office supplies and expenses       1,845,384      1,153,156
    922        Administrative expense
               transferred-(credit)               (226,796)      (210,203)
    923        Outside services employed          1,053,186        934,907
    924        Property insurance                   311,580        259,611
    925        Injuries and damages                 164,913         74,625
    926        Employee pensions and benefits     1,351,263        712,064
    927        Franchise Requirements                   639              0
    928        Regulatory commission expense          (500)             85
   930.1       General advertising expenses             -0-            -0-
   930.2       Miscellaneous general expenses        25,148        183,871
    931        Rents                                603,928        461,178
    935        Maintenance of structures and
               equipment                             24,668         66,279
  403/405      Depreciation and amortization
               expense                              989,623        683,633
   408.1       Taxes other than income taxes        659,298        458,960
   409.1       Income taxes (credit)                 91,251      1,963,363
   410.1       Provision for deferred income
               taxes                              2,138,136        364,335
   411.1       Provision for deferred income
               taxes-credit                           (548)            -0-
    416        Cost of goods sold                13,193,734      9,022,278
   417.1       Expenses nonutility operations    27,526,438     25,221,739
   421.2       Loss-disposition of property          92,511        157,702
   426.1       Donations                                550          7,640
   426.3       Penalties                              3,286          1,872
   426.5       Other deductions                     158,233        308,468
    427        Interest on long-term debt        10,199,004      7,461,097
    428        Amortization of debt disc. and
               expenses                             151,537         45,664
    430        Interest on debt to associated
               Companies                            372,269        399,715
    431        Other interest expense             1,068,884      1,247,914
    432        Capitalized interest (credit)      (525,083)      (892,444)

                          Total Expense          67,796,706     55,594,952
             Net Income                           4,170,565      3,535,856






            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                      ANALYSIS OF BILLINGS
                    SALES & PROJECT REVENUES
                        ACCOUNTS 415/417

                                               EXCESS
         DESCRIPTION           TOTAL COST        OR          TOTAL
                                             DEFICIENCY     AMOUNT

1.  Utility Load Reduction
Programs                                                   19,425,996
2.  Energy Management
Programs                                                   37,296,213
3.  Packaged Cogeneration                                   1,171,026

                 TOTAL                                     57,893,236


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 Consolidated Billings  by
Geographical Area:

  New England and New York               43,083,795
  Outside New England and New York       24,447,095
                                         67,530,890


(A) Includes Northeast Energy Management, Inc.  and
partnership revenues of $2,966,935 and $18,387,380 respectively.

(B) Excludes cogeneration revenue of $11,716,660.

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                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 Partners                                458,600
     EUA/Highland Energy Group                             153,060
     EUA/Onsite                                          2,132,393
     EUA/FRCII Energy Associates                         1,297,876
     EUA/ICC Partners, L.P.                                 95,018
     Energy Capital & Services I & II                    1,508,908
     NEMI                                                   54,159
     1120 Vermont Avenue                                    84,564
     B.U. Bookstore                                          6,269
     Bank of New York                                       50,000
     Bayshore Medical                                        6,483
     BECO Projects                                         986,453
     Blount County                                          25,547
     Boston University - Phase 2                            77,952
     Broadway Trade                                         10,859
     Brownwood Regional                                      7,305
     Columbia University                                    39,302
     Department of Navy Resale                              24,407
     Diagnostic Center                                       5,032
     Eastman Kodak                                         629,987
     Enersave PSE&G                                         21,720
     Greater Lawrence Sanitation                             8,865
     Health Trust, Inc.                                      7,022
     Interfaith Hospital                                    94,807
     Jewish Federation                                       5,856
     KAO Systems                                             7,732
     Kessler Institute                                      36,906
     La Salle Military Academy                               5,848
     Lebanon Valley                                         10,597
     Metro Square                                            8,178

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                ANALYSIS OF MISCELLANEOUS INCOME

          INTEREST INCOME AND OTHER INCOME (Continued)

              DESCRIPTION OF ITEMS                       AMOUNTS
     Massachusetts Institute of  Technology                362,410
     N. Rockland School District                            67,894
     Portsmouth City Schools                                54,234
     Rochester Gas & Electric                             (69,332)
     Sheraton Washington                                    17,640
     Southmore Medical                                      19,358
     Sunbelt Regional                                        7,334
     Sycom Enterprises                                     626,685
     Sycom - Pepco                                         101,465
     Veterans Association Hospital                         269,361
     Wareham Schools                                        11,397
     Washington Sheraton                                    17,640
     White Memorial Medical Center                          37,447
     Miscellaneous (under $5,00 each)                       45,372
                  Total Interest Income                  9,430,690

Finance Fees
     Enersave PSE&G                                        203,764
     Energy Capital & Services I & II                        4,576
     EUA WestCoast                                          20,720
     Sycom                                                   8,496
     EUA/Highland                                              823
                  Total Finance Fees                       238,399

ACCOUNT 421.0 - MISCELLANEOUS NON-OPERATING INCOME
     Management Fees                                       269,776
     Accounting Fees                                       120,000
     Maintenance Fees                                      239,809
     Engineering/Labor Fees                              1,563,058
     Customer Service Charges                               41,877
     Blount County                                          11,176
     Chino Sale                                             53,241
     Cogenic Energy Settlement                              10,000
     Test Energy                                           114,972
            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                ANALYSIS OF MISCELLANEOUS INCOME

          INTEREST INCOME AND OTHER INCOME (Continued)


              DESCRIPTION OF ITEMS                         AMOUNTS
      Hackensack Engineering                                45,560
      Bristol Myers-Nova                                     7,867
      Other                                                 22,649
      Miscellaneous (under $5,000 each)                     14,243
                       Total for Account 421.0           2,514,228

ACCOUNT 421.1 - GAIN-DISPOSITION OF PROPERTY
     ESS/HEG Diversco                                      441,949
     Blount Termination                                     16,348
     Camden City Settlement                                 79,853
     Winterthur Museum Termination                          92,306
     Disposal of Fully Depreciated 1991                      8,000
     Sale of Chevy Van                                       7,500
     Miscellaneous (under $5,000 each)                      11,434
                       Total for Account 421.1             657,390

                       Entire Schedule Total          $ 12,840,707

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                         SCHEDULE XVII

                SCHEDULE OF EXPENSE DISTRIBUTION
                               BY
                 DEPARTMENT OR SERVICE FUNCTION

                                             TOTAL
           DESCRIPTION OF ITEMS             AMOUNT  OVERHEAD  DEPARTMENT
                                                              OR 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, 1994

               DEPARTMENTAL ANALYSIS OF SALARIES
                          ACCOUNT 920


                             DEPARTMENTAL SALARY EXPENSE         NUMBER
                                   INCLUDED IN                   PERSONNEL
                                 AMOUNTS BILLED TO
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, 1994

                   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"=ASSOCIAT
  FROM WHOM PURCHASED                                 E
                                 ADDRESS           "NA"=NON   AMOUNT
                                                  ASSOCIATE
Ouside Services - Legal

  NOVA                   20 Thurber Boulevard
                         Smithfield, RI  02917

  McDermott, Will &      75 State Street          NA            237,507
  Emery                  Boston, MA  02109

  Dunn & Bradstreet      Box 5077                 NA             31,050
                         Boston, MA  02107

  Various (89)                                    NA            113,836

                                                                382,393




Outside Services -
Accounting

  Coopers & Lybrand      Department 1146          NA             44,328
                         Pittsburgh, PA  15264

  Various (8, net of
capitalized amounts)                                            (34,343)

                                                                  9,985


Outside Services -
Engineering

  Measuring & Monitoring 2 Broad Street           NA             95,188
                         Red Bank, NJ  07701

  Various (2)                                                     5,757

                                                                100,945

Outside Services -
E.D.P.

  EUA Service
Corporation              West Bridgewater, MA     A             115,102
                         02379
Outside Services -
Commissions
   Matt C. Kiley         Town Highway #30         NA             96,077
                         Concord, VT 05824
   Various (147)                                  NA            100,777

                                                                311,956


            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

             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"=ASSOCIAT
  FROM WHOM PURCHASED            ADDRESS              E       AMOUNT
                                                   "NA"=NON
                                                  ASSOCIATE

Outside Services - Other

  Olsten                 P.O. Box 1091            NA             40,124
                         Westbury, NY  11590

  Miscellaneous (74)                              NA            207,783

                                                                247,907

TOTAL                                                         1,053,186

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                  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, 1994

                 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 (2 U.S.C. >441 (b) (2)  shall  be
            separately classified.



               D E S C R I P T I O N                    AMOUNT
EUA Service Corporation Allocated Expenses                83,260
Capitalization of EUA Service Corporation Allocated
Expenses                                                (180,894)
Conference Employee Training, Seminar and Conference
Fees                                                      17,656
Petty Cash Expense, Letter of Credit & Bank Charges       17,422
Franchise & Annual Report Filing Fees                      2,409
Miscellaneous                                             29,780
Billing of Management Fees                              (47,470)
Sanwa Financing                                           66,733
Director's Fees                                           22,600
Small Tools                                               11,150
Plan & Specs                                               2,502


TOTAL                                                     25,148

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                             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.


           T Y P E   O F  P R O P E R T Y               AMOUNT

Building Rents                                           474,955
Automobile Leasing                                        32,653
Data Processing and Other Equipment Rents                 96,320


TOTAL                                                    603,928


            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994


                 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.


               K I N D   O F   T A X                    AMOUNT

Other Than U.S. Government Taxes
  State of MA Unemployment Compensation                   37,838
  State of NY Unemployment Compensation                   19,900
  MA Health Insurance                                      1,228
  State of Pennsylvania Unemployment                       1,269
  State of New Jersey Unemployment                         1,187
  State of New Jersey Disability                             928
  State of California Unemployment and Training            3,821
  Property Taxes                                          43,622
  State of Maryland Unemployment                             187
  State of Louisiana Unemployment                            383
  State of Maine Unemployment                                987
  State of Virginia Employer Tax                              80
  State of Georgia Unemployment                              459
  State of Rhode Island Unemployment                      34,938
  State of Rhode Island Job Development                    1,397
  State of Arkansas Unemployment                             360
  State of Michigan Unemployment                             171
  State of Arizona Unemployment                              189
  State of Ohio Employer Taxes                               262
  State of Connecticut Sales & Use                         2,192
  State of New York Sales & Use                           29,942
  State of Rhode Island Sales & Use                          129
  Foreign Taxes                                            7,010
  Miscellaneous Taxes                                     19,934
           Total                                         208,413

U.S. Government Taxes
  Federal Unemployment Compensation                       16,248
  F.I.C.A. (Net of A & G Credit)                         434,637
            Total                                        450,885

TOTAL                                                    659,298







            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                           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           AMOUNT
                                   DONATION



Miscellaneous (4)                                               550


TOTAL                                                           550

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                        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               VARIOUS                    158,233
connection with the
acquisition of Northeast
Energy Management, Inc.
                                                              158,233
TOTAL



            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

         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, 1994

                SCHEDULE OF TERMINATED CONTRACTS


INSTRUCTIONS:Provide  a  schedule of terminated  and/or  canceled
             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/(LOSS)
                                                 OF YEAR

167  Hampshire Hills    Involuntary/Buyout          55,781           (79,774)
387  Camden City        Involuntary/Buyout
Municipal Buildings                                 170,147           79,853
391  Winterthur         Voluntary/Buyout             41,308           92,306
607  Diversco           Voluntary/Buyout          2,804,636          532,364
901  Blount             Voluntary/Buyout          1,004,982           54,519







            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

                   SCHEDULE OF PROJECT VALUES

                                 BOOK VALUE - NET
            DESCRIPTION          AT CLOSE OF YEAR     ESTIMATED
                                                       FUTURE
                                                        VALUE
130  Jackson Brook Institute (2)            169,932          547,486
212  West Seneca Dev Ctr (1)              3,975,863   (A) 13,664,924
228  Clark College (2)                      213,862          354,370
240  Worcester Company (3)                4,131,542   (A) 11,571,340
305  Rowes (Beacon) (1)                     199,825          520,960
307  Schraft's (1)                          182,073          723,288
359  Quest Quarters-Waltham (1)             132,949          304,801
382  Medical College (2)                    887,774   (A) 16,427,786
383  Harvard School (2)                     102,483        1,006,993
393  Hackensack Medical Ctr (2)             254,921          316,181
394  Keystone Junior College (2)            127,229          378,135
435  Alpha Industries (1)                   183,968          434,527
523  Polaroid Corporation (1)               117,020          278,835
570  Pepsi-Cola Metropolitan
     Bottling Co. (1)                       446,906          982,373
583  Lahey Clinic (1)                       138,151          289,877
584  Orange County Community College (1)    619,904        1,624,840
611  Boston University Phase I (1)          542,877          356,738
612  Watt Management Company (2)            145,919          185,826
655  Department Of Energy
     Building-Lighting (1)                  716,679        1,699,320
676  Dominican Convent (1)                  139,197          666,828
680  Closter Board Of Education (1)         100,786    (B)    94,222
696  Mem Company (1)                        190,649          457,819
708  Materials Research Corporation (1)     126,077          273,774
759  Chester Union Free School District (1) 142,460          356,327
763  Com/Electric- All Projects (1)       2,256,588        2,918,256
777  Barnert Hospital (1)                   147,671          716,168
783  1560 Broadway (1)                      117,234    (B)    95,200
806  Nanuet Public Schools (1)              200,230          323,169
811  Hornick (1)                            153,793          490,341
821  St. Lukes Hospital (1)                 208,653          276,637
843  Nihonmachi Terrace (Japanese
     American) (3)                          111,862          126,500
861  Fort Mcpherson/Fort Gillem  (2)      1,473,363        2,397,809
862  Mobile Airport Authority (2)           117,558          150,150
868  Ups (1)                                471,461        1,968,000
871  Orange County Community College (1)    325,077          968,365
889  Golten Marine (3)                      156,296          206,112
891  400 Elmwood Associates (2)             135,844          206,540
922  Barry University (2)                 1,293,487        2,467,500
926  Methodist Hospital (2)                 671,028          797,993
955  Ideal Aluminum Products (1)            277,455     (B)  121,900

     TOTAL                               22,106,646       67,748,210

(1) Utility Load Reduction Programs  (A)Includes recovery of estimated fuel
                                        costs paid by the Company.
(2) Energy Management Programs       (B)Projects expected to be written-down
(3) Packaged Cogeneration               during 1995

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

             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      ESTIMATED
                                   CURRENT       CUMULATIVE
                                YEAR KILOWATTS   KILOWATTS
                                    SAVED          SAVED

Commonwealth Electric Co. (1)              -0-         5,291

Public Service Electric & Gas Co. (3)    3,818        12,666

Orange and Rockland Utilities Inc. (2)     -0-         2,519

Central Maine Power Company (1)          1,042        10,558

Rochester Gas and Electric Corp. (2)     3,265         5,004

Rockland Electric Company (3)              -0-           381

Massachusetts Electric (1)                 -0-            88

Boston Edison (1)                          -0-        21,230

Consolidated Edison (2)                  1,213         4,643


    TOTAL                                9,338        62,380

(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, 1994

                    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 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
152 - T.J. MAXX

Gross Revenue               55,800         70,436         14,636

 Expenses
   Fuel Bills                   -0-           -0-            -0-
   Electric Bills               -0-           -0-            -0-
   Maintenance              24,000          9,765        (14,325)
   Debt Service                 -0-           -0-            -0-
   Other Direct Costs           -0-           -0-            -0-
   Depreciation/Amort       93,876         93,876            -0-

       Total Expenses      117,876        103,551        (14,325)

   Net Income (loss)       (62,076)       (33,115)        28,961



Explanation:Project  experienced  several ballast  failures  that
          were beyond the manufactures warranty period.

                             YTD 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
246 - Raratan Valley Comm College

Gross Revenue               46,800         42,900         (3,900)

 Expenses
   Fuel Bills                   -0-           -0-            -0-
   Electric Bills               -0-           -0-            -0-
   Maintenance               1,800          1,552           (248)
   Debt Service                 -0-           -0-            -0-
   Other Direct Costs           -0-           -0-            -0-
   Depreciation/Amort       55,512         50,886         (4,626)

       Total Expenses       57,312         52,438         (4,874)

   Net Income (loss)       (10,512)        (9,538)           974



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

                             YTD 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
385 - Robertwood Johnson

Gross Revenue              250,814            256       (250,558)

 Expenses
   Fuel Bills                   -0-           -0-            -0-
   Electric Bills               -0-           -0-            -0-
   Maintenance                  -0-         2,801        (26,299)
   Debt Service              29,100           -0-            -0-
   Other Direct Costs           -0-           -0-            -0-
   Depreciation/Amort       133,580       151,544         17,964

       Total Expenses       162,680       154,544         (8,335)

   Net Income (loss)         88,134      (154,089)      (242,223)


Explanation: Customer voluntarily terminated contract in 1994.

                             YTD 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
387 - Camden County Munc. Bldgs


Gross Revenue                   -0-           -0-            -0-

 Expenses
   Fuel Bills                   -0-           -0-            -0-
   Electric Bills               -0-           675            675
   Maintenance                  -0-           -0-            -0-
   Debt Service                 -0-           -0-            -0-
   Other Direct Costs           -0-           -0-            -0-
   Depreciation/Amort           -0-        51,042         51,042

       Total Expenses           -0-        51,717         51,717

   Net Income (loss)            -0-       (51,717)       (51,717)


Explanation:Customer voluntarily terminated contract in 1994.

                             YTD 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
388 - E. Penn. Psych. Institute

Gross Revenue              863,079        808,398        (54,681)

 Expenses
   Fuel Bills              194,978        200,331          5,353
   Electric Bills          571,648        615,171         43,523
   Maintenance              12,000         14,181          2,181
   Debt Service                 -0-           -0-            -0-
   Other Direct Costs           -0-           -0-            -0-
   Depreciation/Amort       31,680         31,680            -0-

       Total Expenses      810,306        861,363         51,057

   Net Income (loss)        52,773        (52,965)      (105,738)

Explanation:Project experienced boiler failure.  Since there were
          only  8  months remaining in the term of the  contract,
          the  company  did  not feel it was  cost  effective  to
          replace.


YTD 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
858 - Greendale Mall

Gross Revenue               99,792        234,562        134,770

 Expenses
   Fuel Bills                   -0-           -0-            -0-
   Electric Bills               -0-           -0-            -0-
   Maintenance                  -0-         2,052          2,052
   Debt Service                 -0-           -0-            -0-
   Other Direct Costs           -0-       169,567        169,567
   Depreciation/Amort       87,708         70,590        (14,118)

       Total Expenses       87,708        242,209        157,501

   Net Income (loss)        15,084         (7,647)       (22,731)


Explanation:Savings originally overstated.  Contract has been re-
          negotiated.



YTD 1994
PROJECT/DESCRIPTION      BUDGET         ACTUALS       VARIANCE
955 - Ideal Aluminum

Gross Revenue                   -0-         9,589          9,589

 Expenses
   Fuel Bills                   -0-           -0-            -0-
   Electric Bills               -0-           -0-            -0-
   Maintenance                  -0-           105            105
   Debt Service                 -0-           -0-            -0-
   Other Direct Costs           -0-           -0-            -0-
   Depreciation/Amort           -0-        16,829         16,829

       Total Expenses           -0-        16,934         16,829

   Net Income (loss)            -0-        (7,345)        (7,345)



Explanation: Capital cost was 50% over budget which accounts for the
depreciation expense.


            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1994

       ORGANIZATIONAL STRUCTURE - EUA COGENEX CORPORATION


President


     Vice President of Sales

                Manager of Operations
                Office Manager
                Manager  of Engineering and Construction
                Director  of   Project Development

      Vice President of Engineering

                Cogeneration  Business Manager
                Manager Engineering and Construction
                Director of Cogeneration Systems

      Vice President of Finance

                Director of Operations
                Manager  of  Commercial Finance

      Vice President and Assistant Comptroller

                Manager of Personnel
                Accounting Manager

      Director of Sales

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1993

              ORGANIZATIONAL STRUCTURE - EUA NOVA


President

      Regional Director of Sales

      General Manager

                Manager of Construction Services
                Western Regional Operations Manager
                Manager of Purchasing and Inventory
                Manager of Engineering's Manufacturing
                Manager of Administrative and Accounting

      Divisional Vice President

            ANNUAL REPORT OF EUA COGENEX CORPORATION

              For the Year Ended December 31, 1993

               ORGANIZATIONAL STRUCTURE - EUA DAY



President

        Executive Vice President, Administration and Finance

             Manager  of  Accounting and Administration

        Vice President and General Manager of Operations

             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: /s/ Richard M. Burns
                                  (Signature of Signing Officer)


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



Date: April 28, 1995







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