EUA COGENEX CORP
U-13-60, 1996-05-07
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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, 1995 and Ending December 31, 1995

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, 1995 and Ending December 31, 1995

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 78

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       5-8

COMPANY PROPERTY                                 Schedule II      9-10

  ACCUMULATED PROVISION FOR DEPRECIATION AND
  AMORTIZATION OF COMPANY PROPERTY               Schedule III     11-12

  INVESTMENTS                                    Schedule IV      13-17

  ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES   Schedule V       18

  ACCOUNTS RECEIVABLE AGING                      Schedule VI      19-20

  ACCUMULATED PROVISION FOR UNCOLLECTIBLE        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 XIII    26-28

  NOTES TO FINANCIAL STATEMENTS                  Schedule XIV     29-48

COMPARATIVE INCOME STATEMENT                     Schedule XV      49-50

 ANALYSIS OF BILLING - SALES & PROJECT REVENUES  Accounts 514/417 51

        ANALYSIS OF MISCELLANEOUS INCOME         Accounts 419/421 52-54

        SCHEDULE OF EXPENSE DISTRIBUTION         Schedule XVII    55

        DEPARTMENTAL ANALYSIS OF SALARIES        Account 920      56

        OUTSIDE SERVICES EMPLOYED                Account 923      57-59

        GENERAL ADVERTISING EXPENSES             Account 930.1    60

        MISCELLANEOUS GENERAL EXPENSES           Account 930.2    61


LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS


                                                  SCHEDULE OR     PAGE
                                                  ACCT. NO.       NO.

Description of Schedules and Accounts


        RENTS                                       Account 931     62

        TAXES OTHER THAN INCOME                     Account 408     63-65

        DONATIONS                                   Account 426.1   66

        OTHER DEDUCTIONS                            Account 426.5   67

        NOTES TO STATEMENT OF INCOME                Schedule XVIII  68

        SCHEDULE OF TERMINATED CONTRACTS                            69

        SCHEDULE OF PROJECT VALUES                                  70

        SCHEDULE OF ESTIMATED KILOWATTS SAVED                       71


LISTING OF INSTRUCTIONAL FILING REQUIREMENTS

Description of Reports or Statements

        PROJECT INCOME STATEMENT                                    72

        ORGANIZATIONAL STRUCTURE                                    73-77

        SIGNATURE CLAUSE                                            78

<TABLE>
<CAPTION>


    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
         SCHEDULE I - CONSOLIDATING BALANCE SHEETS

   Give balance sheet of the companies as of December 31

                    CURRENT YEAR - 1995
ACCOUNT           ASSETS AND OTHER DEBITS


             COMPANY PROPERTY                                    EUA                           EUA        EUA
                                                               Cogenex                       Cogenex      Nova
                                                             Consolidated   Eliminations   Corporation (Division)
<S>                                                          <C>                 <C>       <C>         <C>
          COMPANY PROPERTY
121  Company Property (Schedule II)                           71,392,964                   55,234,904  1,307,137
107  Construction work in progress (Schedule II)              17,842,313                   15,920,855          0
          Total Property                                      89,235,277             0     71,155,759  1,307,137
122  Less accumulated provision for depreciation
     and amortization company property (Schedule III)        (28,075,830)                 (23,333,540)  (966,772)
          Net Company Property                                61,159,447             0     47,822,219    340,365

     INVESTMENTS
123  Investments in associated companies (Schedule IV)        44,414,138    16,612,662     61,026,800
124  Other Investments (Schedule IV)                          48,251,335                   43,137,166
          Total Investments                                   92,665,473    16,612,662    104,163,966          0

     CURRENT AND ACCRUED ASSETS
131  Cash                                                         (4,591)                     412,320   (217,414)
134  Special Deposits                                            448,119                       86,249        200
135  Working Funds                                                18,785                       10,000      2,054
136  Temporary cash investments (Schedule IV)                          0
141  Notes Receivable and Lease Receivable                    17,678,994     6,445,502     23,612,308     95,766
143  Accounts Receivable (Schedule VI)                        18,716,747                   11,497,630  4,313,233
144  Accumulated provision for uncollectible
         accounts (Schedule VII)                                (416,036)                    (318,155)   (67,756)
146  Accounts receivable from associate companies
         (Schedule V and VI)                                      24,661     4,002,106      3,485,478    360,276
152  Fuel stock expenses undistributed                                 0
154  Materials and Supplies                                    3,345,963                       84,655  2,592,939
163  Store expense undistributed                                       0
165  Prepayments                                               1,116,442                    1,068,888     12,429
171  Interest Receivable                                         682,477                      675,959      6,518
174  Miscellaneous current and accrued assets (Schedule X)       104,479                       80,982
          Total Current and Accrued Assets                    41,716,040    10,447,608     40,696,314  7,098,245

        DEFERRED DEBITS
181  Unamortized debt expense                                    710,082                      710,082
184  Clearing Accounts                                                 0
186  Miscellaneous deferred debits (Schedule IX)               2,347,611                      933,889    (51,586)
188  Research, development, or demonstration expenditures
            (Schedule X)                                               0
          Total Deferred Debits                                3,057,693             0      1,643,971    (51,586)

190          ACCUMULATED DEFERRED INCOME TAX BENEFIT           6,413,338                      983,115


        TOTAL ASSETS AND OTHER DEBITS                        205,011,991    27,060,270    195,309,585 7,387,024

</TABLE>
<TABLE>
<CAPTION>

    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
         SCHEDULE I - CONSOLIDATING BALANCE SHEETS

   Give balance sheet of the companies as of December 31

                    CURRENT YEAR - 1995
ACCOUNT           ASSETS AND OTHER DEBITS (CONTINUED)

             COMPANY PROPERTY                                    EUA         EUA         EUA       EUA        EUA
                                                                 Day         NEM       Cogenex   Citizens   Highland
                                                              (Division)     Inc       Canada    Corp.     Corporation
<S>                                                           <C>           <C>       <C>        <C>       <C>
          COMPANY PROPERTY
121  Company Property (Schedule II)                          1,589,098      9,197,105              481,996  3,582,724
107  Construction work in progress (Schedule II)               234,268              0              765,665    921,525
          Total Property                                     1,823,366      9,197,105            1,247,661  4,504,249
122  Less accumulated provision for depreciation
     and amortization company property (Schedule III)         (721,321)    (2,663,053)             (30,279)  (390,865)
          Net Company Property                               1,102,045      6,564,052            1,217,382  4,113,384

     INVESTMENTS
123   Investments in associated companies (Schedule IV)
124   Other Investments (Schedule IV)                                                  4,112,495            1,001,674
           Total Investments                                         0              0  4,112,495         0  1,001,674

     CURRENT AND ACCRUED ASSETS
131  Cash                                                      (87,408)           993    (37,663)  (24,198)   (51,221)
134  Special Deposits                                          150,753                              10,917    200,000
135  Working Funds                                               2,223                               3,000      1,508
136  Temporary cash investments (Schedule IV)
141  Notes Receivable and Lease Receivable                      47,601                   225,058              143,763
143  Accounts Receivable (Schedule VI)                       1,543,285        510,799     14,002   354,229    483,569
144  Accumulated provision for uncollectible accounts
         (Schedule VII)                                        (30,125)
146  Accounts receivable from associate companies
          (Schedule V and VI)                                  161,534                               2,814     16,665
152  Fuel stock expenses undistributed
154  Materials and Supplies                                    572,230                                         96,139
163  Store expense undistributed
165  Prepayments                                                 4,880                    23,570       229      6,446
171  Interest Receivable
174  Miscellaneous current and accrued assets                   23,497
          Total Current and Accrued Assets                   2,388,470        511,792    224,967   346,991    896,869

        DEFERRED DEBITS
181  Unamortized debt expense
184  Clearing Accounts
186  Miscellaneous deferred debits (Schedule IX)                            1,360,250               77,852     27,206
188  Research, development, or demonstration
        expenditures (Schedule X)
          Total Deferred Debits                                      0      1,360,250        0      77,852     27,206

190     ACCUMULATED DEFERRED INCOME TAX BENEFIT                             4,330,547                       1,099,676

        TOTAL ASSETS AND OTHER DEBITS                        3,490,515     12,766,641 4,337,462  1,642,225  7,138,809
</TABLE>
<TABLE>
<CAPTION>

    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
         SCHEDULE I - CONSOLIDATING BALANCE SHEETS

   Give balance sheet of the companies as of December 31

                    CURRENT YEAR - 1995
ACCOUNT           LIABILITIES AND PROPRIETARY CAPITAL

                                                                EUA                     EUA        EUA
                                                               Cogenex                 Cogenex      Nova
                                                             Consolidated Elimination Corporation (Division)
          PROPRIETARY CAPITAL
<S>                                                         <C>          <C>           <C>       <C>
   201  Common Stock Issued (Schedule XI)                            100      1,400         100
   204  Redeemable preferred stock of subsidiaries                    75
   211  Miscellaneous paid-in-capital (Schedule XI)           45,787,286 15,866,491  44,689,755
   215  Appropriated retained earnings (Schedule XI)                   0
   216  Unappropriated retained earnings (Schedule XI)         6,796,889    744,771   4,943,244  2,118,076
             Total Proprietary Capital                        52,584,350 16,612,662  49,633,099  2,118,076

        LONG-TERM DEBT

   223   Advances from associate companies (Schedule XII)              0
   224   Other long-term debt (Schedule XII)                 112,500,000            112,500,000
   225   Unamortized premium on long-term debt                         0
   226   Unamortized discount of long-term debt                        0
              Total Long-Term Debt                           112,500,000          0 112,500,000         0

        CURRENT AND ACCRUED LIABILITIES

   224   Current Maturities of Long-term debt (Schedule XII)   6,700,000              6,700,000
   231   Notes payable                                        14,366,231              9,564,000
   232   Accounts payable                                      6,130,039              4,797,367    706,123
   233   Notes payable to associate companies (Schedule XIII)          0  6,445,502              2,431,446
   234   Accounts payable - associated companies (Schedule XIII) 644,654  2,356,083   1,161,985    625,333
   236   Taxes accrued                                           122,224                 14,334     35,764
   237   Interest accrued                                      2,564,263  1,434,023   2,564,263  1,258,513
   238   Dividends declared                                            0    212,000
   241   Tax collections payable (Refund)                              0
   242   Miscellaneous current and accrued liabilities
                (Schedule XIII)                                6,803,826              6,637,254     32,180
              Total Current and Accrued Liabilities           37,331,237 10,447,608  31,439,203  5,089,359


        DEFERRED CREDITS
   253  Other deferred credits                                 2,547,474              1,688,353    179,589
   255  Accumulated deferred investment tax credits                    0
             Total Deferred Credits                            2,547,474          0   1,688,353    179,589

282/283 ACCUMULATED DEFERRED INCOME TAXES                         48,930          0      48,930          0

      TOTAL LIABILITIES AND PROPRIETARY CAPITAL              205,011,991 27,060,270 195,309,585  7,387,024

</TABLE>
<TABLE>
<CAPTION>
    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
         SCHEDULE I - CONSOLIDATING BALANCE SHEETS

   Give balance sheet of the companies as of December 31

                    CURRENT YEAR - 1995
ACCOUNT           LIABILITIES AND PROPRIETARY CAPITAL (CONTINUED)

                                                                EUA       EUA       EUA       EUA        EUA
                                                                Day       NEM     Cogenex   Citizens    Highland
                                                             (Division)   Inc     Canada    Corporation Corporation
          PROPRIETARY CAPITAL
<S>                                                          <C>             <C>    <C>       <C>         <C>
   201  Common Stock Issued (Schedule XI)                                   1,100        100        100        100
   204  Redeemable preferred stock of subsidiaries                                                   75
   211  Miscellaneous paid-in-capital (Schedule XI)          1,097,532 11,502,050       (311)            4,364,751
   215  Appropriated retained earnings (Schedule XI)
   216  Unappropriated retained earnings (Schedule XI)        (175,731)   437,533     96,142    (17,780)   140,176
             Total Proprietary Capital                         921,801 11,940,683     95,931    (17,605) 4,505,027

        LONG-TERM DEBT

   223  Advances from associate companies (Schedule XII)
   224  Other long-term debt (Schedule XII)
   225  Unamortized premium on long-term debt
   226  Unamortized discount of long-term debt
             Total Long-Term Debt                                    0          0          0          0          0

        CURRENT AND ACCRUED LIABILITIES

   224 Current Maturities of Long-term debt (Schedule XII)
   231 Notes payable                                                               4,177,644    560,763     63,824
   232 Accounts payable                                        327,187                          251,479     47,883
   233 Notes payable to associate companies (Schedule XIII)  1,867,073                          660,000  1,486,983
   234 Accounts payable - associated companies
           (Schedule XIII)                                     120,038      4,741                82,184  1,006,456
   236 Taxes accrued                                            12,451                63,887        382     (4,594)
   237 Interest accrued                                        175,510
   238 Dividends declared                                                 212,000
   241 Tax collections payable (Refund)
   242 Miscellaneous current and accrued liabilities
              (Schedule XIII)                                  101,162     33,230
            Total Current and Accrued Liabilities            2,502,259    216,741  4,241,531  1,655,970  2,633,782


        DEFERRED CREDITS
   253 Other deferred credits                                   66,455    609,217          0      3,860          0
   255 Accumulated deferred investment tax credits
            Total Deferred Credits                              66,455    609,217          0      3,860          0

282/283         ACCUMULATED DEFERRED INCOME TAXES                    0         0           0          0          0

      TOTAL LIABILITIES AND PROPRIETARY CAPITAL              3,490,515 12,766,641  4,337,462  1,642,225  7,138,809
</TABLE>
<TABLE>
<CAPTION>

    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
         SCHEDULE I - CONSOLIDATING BALANCE SHEETS

   Give balance sheet of the companies as of December 31

PRIOR YEAR - 1994
ACCOUNT           ASSETS AND OTHER DEBITS


             COMPANY PROPERTY                                EUA                      EUA        EUA        EUA       EUA
                                                           Cogenex                  Cogenex      Nova       Day       NEM
                                                         Consolidated Elimination Corporation (Division) (Division)   Inc
<S>                                                      <C>            <C>        <C>         <C>        <C>         <C>
      COMPANY PROPERTY
121 Company Property (Schedule II)                        74,052,880               61,830,303  1,340,530  1,688,125   9,193,923
107 Construction work in progress (Schedule II)           12,686,280               12,686,281
         Total Property                                   86,739,160               74,516,584  1,340,530  1,688,125   9,193,923
122 Less accumulated provision for depreciation
    and amortization company property (Schedule III)     (23,101,292)             (19,531,173)  (886,353)  (663,050) (2,020,717)
         Net Company Property                             63,637,868          0    54,985,411    454,177  1,025,075   7,173,206

     INVESTMENTS
123 Investments in associated companies (Schedule IV)     65,519,386  12,853,018   78,372,404
124 Other Investments (Schedule IV)                       41,666,210               41,666,210
         Total Investments                               107,185,596  12,853,018  120,038,614         0          0            0

     CURRENT AND ACCRUED ASSETS
131 Cash                                                   1,401,241                1,043,806     17,676     47,481     292,277
134 Special Deposits                                         198,201                   87,308               110,893
135 Working Funds                                             14,539                   10,000      2,163      2,376
136 Temporary cash investments (Schedule IV)                       0
141 Notes Receivable and Lease Receivable                 10,034,901   5,123,073   15,142,442                15,532
143 Accounts Receivable (Schedule VI)                     21,514,637               14,001,741  5,156,547  1,667,059     689,290
144 Accumulated provision for uncollectible accounts
          (Schedule VII)                                    (400,723)                (209,831)  (141,474)   (49,418)
146 Accounts receivable from associate companies
          (Schedule V and VI)                                  3,467   1,737,993    1,028,966    709,318                  3,176
152 Fuel stock expenses undistributed                              0
154 Materials and Supplies                                 3,635,534                  280,288  3,042,962    312,284
163 Store expense undistributed                                    0
165 Prepayments                                              412,889                  398,499     14,390
171 Interest Receivable                                      414,806                  414,806
174 Miscellaneous current and accrued assets
          (Schedule VIII)                                    104,842                   85,232                19,610
         Total Current and Accrued Assets                 37,334,334   6,861,066   32,283,257  8,801,582  2,125,817     984,743

        DEFERRED DEBITS
181 Unamortized debt expense                                 861,752                  861,752
184 Clearing Accounts                                              0
186 Miscellaneous deferred debits (Schedule IX)            3,175,427                1,712,527     19,062       (726)  1,444,564
188 Research, development, or demonstration expenditures
           (Schedule X)                                            0
         Total Deferred Debits                             4,037,179           0    2,574,279     19,062       (726)  1,444,564

190 ACCUMULATED DEFERRED INCOME TAX BENEFIT                5,105,785                  506,091                         4,599,694

        TOTAL ASSETS AND OTHER DEBITS                    217,300,762  19,714,084  210,387,652  9,274,821  3,150,166  14,202,207
</TABLE>

<TABLE>
<CAPTION>

    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
         SCHEDULE I - CONSOLIDATING BALANCE SHEETS

   Give balance sheet of the companies as of December 31

PRIOR YEAR - 1994
ACCOUNT           LIABILITIES AND PROPRIETARY CAPITAL

                                                               EUA                     EUA        EUA        EUA        EUA
                                                              Cogenex                 Cogenex      Nova       Day       NEM
                                                            Consolidated Elimination Corporation (Division) (Division)  Inc
          PROPRIETARY CAPITAL
<S>                                                         <C>            <C>          <C>        <C>        <C>        <C>
  201  Common Stock Issued (Schedule XI)                            100       1,100         100                            1,100
  204  Redeemable preferred stock of subsidiaries                     0
  211  Miscellaneous paid-in-capital (Schedule XI)           33,528,500  11,502,148  32,431,066             1,097,532 11,502,050
  215  Appropriated retained earnings (Schedule XI)                   0
  216  Unappropriated retained earnings (Schedule XI)        14,701,306   1,349,770  12,000,124  2,783,391      6,492  1,261,069
            Total Proprietary Capital                        48,229,906  12,853,018  44,431,290  2,783,391  1,104,024 12,764,219

       LONG-TERM DEBT

  223  Advances from associate companies (Schedule XII)               0
  224  Other long-term debt (Schedule XII)                  119,200,000             119,200,000
  225  Unamortized premium on long-term debt                          0
  226  Unamortized discount of long-term debt                         0
            Total Long-Term Debt                            119,200,000          0  119,200,000         0         0           0

       CURRENT AND ACCRUED LIABILITIES

  224 Current Maturities of Long-term debt (Schedule XII)       800,000                 800,000
  231 Notes payable                                          23,421,000              23,421,000
  232 Accounts payable                                        5,221,210               3,213,708  1,562,498    445,004
  233 Notes payable to associate companies (Schedule XIII)    8,059,000   5,123,073   8,059,000  3,736,000  1,387,073
  234 Accounts payable - associated companies
          (Schedule XIII)                                       445,988     948,657   1,115,677    234,774     41,553      2,641
  236 Taxes accrued                                             126,147                  45,256     80,891
  237 Interest accrued                                        2,652,165     789,336   2,653,574    707,898     80,029
  238 Dividends declared                                              0
  241 Tax collections payable (Refund)
  242 Miscellaneous current and accrued liabilities
             (Schedule XIII)                                    504,234                 415,266     73,657     15,311
           Total Current and Accrued Liabilities             41,229,744   6,861,066  39,723,481  6,395,718  1,968,970      2,641

       DEFERRED CREDITS
  253  Other deferred credits                                 2,201,999               1,177,581     95,712     77,172    851,534
  255  Accumulated deferred investment tax credits                    0
            Total Deferred Credits                            2,201,999           0   1,177,581     95,712     77,172    851,534

282/283  ACCUMULATED DEFERRED INCOME TAXES                    6,439,113               5,855,300                          583,813

      TOTAL LIABILITIES AND PROPRIETARY CAPITAL             217,300,762  19,714,084 210,387,652  9,274,821  3,150,166 14,202,207

</TABLE>

<TABLE>
<CAPTION>

        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995

        SCHEDULE II - COMPANY PROPERTY


DESCRIPTION                     BALANCE AT                RETIREMENTS    OTHER          BALANCE
                                BEGINNING     ADDITIONS     OR SALES     CHANGES        AT CLOSE
                                OF YEAR                                                 OF YEAR
<S>                            <C>            <C>          <C>             <C>          <C>
COMPANY PROPERTY
ACCOUNT

121   LEASEHOLD IMPROVEMENTS:
        EUA COGENEX              52,151          5,380                                   57,531
        EUA DAY                  67,401          5,428                                   72,829
        EUA CITIZENS                  0          3,490                                    3,490
        EUA HIGHLAND                  0         41,214                                   41,214

121   BUILDINGS:
        EUA DAY                 833,717                                                 833,717

121   EQUIPMENT: 2/
        EUA COGENEX          40,961,567        966,787    (5,581,455) (185,902)<F3> 36,160,997
        EUA NOVA                429,907          1,663                                  431,570
        EUA NEMI              8,663,633                                               8,663,633
        EUA CITIZENS                  0        374,305                                  374,305
        EUA HIGHLAND                  0        520,298      (110,671)                   409,627

121   COMPUTER EQUIPMENT:
        EUA COGENEX             955,079        567,280      (585,460)                   936,899
        EUA NOVA                      0         17,228                                   17,228
        EUA DAY                       0          2,426                                    2,426
        EUA NEMI                  1,724          3,128                                    4,906
        EUA CITIZENS                  0         21,674                                   21,674
        EUA HIGHLAND                  0        240,887                                  240,887

121   OFFICE FURNITURE AND EQUIPMENT:
        EUA COGENEX              509,980        47,192      (352,733)                   204,439
        EUA NOVA                 505,561        65,683        (1,884)                   569,360
        EUA DAY                  529,858        45,234                                  575,092
        EUA NEMI                  28,566                                                 28,566
        EUA CITIZENS                  0         10,202                                   10,202
        EUA HIGHLAND                  0         42,814                                   42,814
121 AUTOMOBILES, OTHER VEHICLES
        AND RELATED GARAGE EQUIPMENT:
        EUA COGENEX              503,236       (35,861)      (53,555)                   413,820
        EUA NOVA                 337,660         6,850       (64,830)  (63,530) <F2>
        216,150
        EUA DAY                  170,688         7,175                                  177,863

301 ORGANIZATION:
        EUA COGENEX              176,044       498,747      (120,757)                   544,034
        EUA HIGHLAND                   0         7,622                                    7,622

 302/303 MISCELLANEOUS PLANT AND
                  INTANGIBLE PLANT:
            EUA COGENEX                15,089,747      1,851,887                       (34,450)<F3>   16,907,184
            EUA NEMI                      500,000                                                        500,000
            EUA CITIZENS                        0         72,325                                          72,325
            EUA HIGHLAND                        0      2,840,560                                       2,840,560

SUB-TOTAL                              70,316,519      8,231,672     (6,871,345)      (283,882)       71,392,964

 107 CONSTRUCTION WORK IN
            PROGRESS:
            EUA COGENEX                16,268,779      24,191,808    (24,128,971)     (410,761)<F3>   15,920,855
            EUA DAY                       153,662          80,406                                        234,268
            EUA CITIZENS                        0       1,501,187       (361,218)     (374,304)<F1>      765,665
            EUA HIGHLAND                        0       1,463,371       (541,846)                        921,525

TOTAL                                  86,739,160      35,468,444    (31,903,380)   (1,068,947)       89,235,277

<FN>
<F1> PG&E TRANSFERS TO PLANT EQUIPMENT
<F2> YEAR END ADJUSTING ENTRIES
<F3> ASSET WRITE-OFFS
</FN>
</TABLE>

1/ PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
   NO MATERIAL OTHER CHANGES EXCEPT TRANSFERS TO PLANT.

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

SUBACCOUNT DESCRIPTION                  NET CHANGE      BALANCE AT
                                                       CLOSE OF YEAR

(1) Utility Load Reduction Programs     1,407,014       30,491,098
(2) Energy Management Programs            (77,237)      15,117,464
(3) Packaged Cogeneration              (5,346,415)               0
(4) Energy Management Equipment             1,663          431,570

TOTAL                                  (4,014,975)      46,040,132

3/ DESCRIBE OTHER COMPANY PROPERTY:
    NONE
4/ DESCRIBE CONSTRUCTION WORK IN PROGRESS:
    FOR A DESCRIPTION OF CONSTRUCTION WORK IN PROGRESS,
       SEE "NOTES TO FINANCIAL STATEMENTS" ON PAGE 29

<TABLE>
<CAPTION>

        ANNUAL REPORT OF EUA COGENEX CORPORATION
        For the Year Ended December 31, 1995

                   SCHEDULE III

        ACCUMULATED PROVISION FOR DEPRECIATION AND
           AMORTIZATION OF COMPANY PROPERTY

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

 ACCOUNT
<S>                    <C>                 <C>              <C>             <C>       <C>
111  ORGANIZATION:
       EUA COGENEX           120,757           54,754        (120,757)                       54,754
       EUA HIGHLAND                0            6,850                                         6,850

111  MISCELLANEOUS IN-
     TANGIBLE PLANT:
       EUA COGENEX         2,321,707        1,339,667                      (63,967) (C)   3,597,407
       EUA DAY               186,000                                                        186,000
       EUA NEMI               91,663           99,996                                       191,659
       EUA CITIZENS                0            4,817                                         4,817
       EUA HIGHLAND                0           81,787                                        81,787

122 LEASEHOLD
     IMPROVEMENTS:
      EUA COGENEX             26,274           10,934                                        37,208
      EUA DAY                 40,694           13,754                                        54,448
      EUA CITIZENS                 0              407                                           407
      EUA HIGHLAND                 0           17,494                                        17,494

122 OFFICE FURNITURE AND
      FIXTURES:
      EUA COGENEX            380,501           71,813        (321,451)                      130,863
      EUA NOVA               298,812           70,217            (310)                      368,719
      EUA DAY                419,197           34,869                                       454,066
      EUA NEMI                10,076            9,240                                        19,316
      EUA CITIZENS                 0            1,484                                         1,484
      EUA HIGHLAND                 0            8,540                                         8,540

122 COMPUTER
     EQUIPMENT:
     EUA COGENEX             445,552          257,203         (122,267)                     580,488
     EUA DAY                       0              404                                           404
     EUA NEMI                      0            1,182                                         1,182
     EUA CITIZENS                  0            2,067                                         2,067
     EUA HIGHLAND                  0          122,883                                       122,883

122  EQUIPMENT:
     EUA COGENEX          15,943,692        4,288,106       (1,425,039)   (179,401) (D)  18,627,358
     EUA DAY                  68,056           47,341                                       215,397
     EUA NEMI              1,918,978          501,918                                     2,420,896
     EUA CITIZENS                  0           21,503                                        21,503
     EUA HIGHLAND                  0          153,312                                       153,312
</TABLE>
<TABLE>
<CAPTION>
        ANNUAL REPORT OF EUA COGENEX CORPORATION
        For the Year Ended December 31, 1995

        SCHEDULE III

        ACCUMULATED PROVISION FOR DEPRECIATION AND
        AMORTIZATION OF COMPANY PROPERTY (CONTINUED)


                          BALANCE AT                             RETIREMENTS      OTHER      BALANCE AT
DESCRIPTION              BEGINNING OF YEAR        ADDITIONS       OR SALES       CHANGES    CLOSE OF YEAR
<S>                     <C>                      <C>              <C>             <C>         <C>
122 AUTOMOBILES, OTHER
     VEHICLES AND RELATED
    GARAGE EQUIPMENT:
      EUA COGENEX               292,689             24,791          12,018                      305,462
      EUA NOVA                  192,791            (21,041)         41,277      (70,819)<F1>    142,208
      EUA DAY                   164,736              3,307                       (4,400)<F2>    163,643

122 STRUCTURES AND
     IMPROVEMENT
      EUA DAY                    79,117             24,091                                      103,208

TOTALS                       23,101,292          7,253,690       1,960,565     (318,587)     28,075,830

<FN>
<F1> YEAR END ADJUSTMENTS
<F2> DEPRECIATION ADJUSTMENTS
<F3> MCCRORY SETTLEMENTS RECLASSES
<F4> ASSET WRITE-OFFS
</FN>
</TABLE>

        ANNUAL REPORT OF EUA Cogenex Corporation
        For the Year Ended December 31, 1995

        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.

  Information required for this table has been filed under confidential
treatment request.


        ANNUAL REPORT OF EUA Cogenex Corporation
        For the Year Ended December 31, 1995

        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.

  Information required for this table has been filed under confidential
treatment request.

        ANNUAL REPORT OF EUA Cogenex Corporation
        For the Year Ended December 31, 1995

        SCHEDULE IV - INVESTMENTS (Continued)

INSTRUCTIONS:   Complete the following schedule concerning investments.  Under
Account 124 "Other Investments", state each investment separately, with
description, including t he name of issuing company, number of shares or
principal amount, etc.

  Information required for this table has been filed under confidential
treatment request.

        SCHEDULE V - ACCOUNTS RECEIVABLE FROM ASSOCIATE COMPANIES


INSTRUCTIONS:  Complete the following schedule listing accounts receivable.


DESCRIPTION
                                         BALANCE AT        BALANCE AT
                                         BEGINNING           CLOSE
                                         OF YEAR            OF YEAR

ACCOUNT 146 - ACCOUNTS RECEIVABLE

EUA Cogenex:
  Eastern Utilities Associates                291                 0
  EUA Service Corporation                       0            24,441
  EUA Northeast Energy Management               0               220
                                              291            24,661

EUA NEMI:
  EUA Service Corp.                         3,176                 0
     TOTAL                                  3,467            24,661


        ANNUAL REPORT OF EUA Cogenex Corporation

        For the Year Ended December 31, 1995

        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 YEAR     END OF YEAR
Account 143 - Accounts Receivable
EUA Cogenex Corporation
0 - 30 Days                            4,070,115       6,139,469
31 - 60 Days                           1,604,251         198,259
62 - 90 Days                           1,285,264         472,432
91 - over                              7,042,111       4,633,470
                                      14,001,741      11,497,630
EUA Nova Corporation
0 - 30 Days                            1,308,708       1,014,725
31-60 Days                             1,269,035       1,113,618
61-90 Days                             1,058,173         825,730
91 - Over                              1,520,631       1,359,160
                                       5,156,547       4,313,233
EUA Day Corporation
0 - 30 Days                              459,149         478,288
31-60 Days                               369,604         153,895
61-90 Days                                80,429         800,244
91 - Over                                757,877         110,858
                                       1,667,059       1,543,285
EUA NEMI Corporation
0 - 30 Days                              230,610         252,744
31-60 Days                               225,508         258,055
61-90 Days                               233,163               0
91 - Over                                      0               0
                                         689,290         510,799
EUA Citizens Corporation
0 - 30 Days                                    0         308,454
31-60 Days                                     0          20,775
61-90 Days                                     0          25,000
91 - Over                                      0               0
                                               0         354,229
EUA Highland Corporation
0 - 30 Days                                    0         302,904
31 - 60 Days                                   0          70,200
61 - 90 Days                                   0          64,908
91 - Over                                      0          45,557
                                               0         483,569
EUA Canada Corporation
0 - 30 Days                                    0          14,002
                                               0          14,002
TOTAL ACCOUNT 143 -
   ACCOUNTS RECEIVABLE                21,514,637      18,716,747


DESCRIPTION                       BALANCE AT             BALANCE AT
                                  BEGINNING OF YEAR      BEGINNING OF YEAR

Account 146 - Accounts Receivable
   from associated companies
EUA Cogenex
0 - 30 Days                                  291            24,661
EUA NEMI
0 - 30 Days                                3,176
Total                                      3,467            24,661


<TABLE>
<CAPTION>

ANNUAL REPORT OF EUA Cogenex Corporation
For the Year Ended December 31, 1995

SCHEDULE VII ACCUMULATED PROVISION FOR UNCOLLECTIBLE ACCOUNTS


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

                                               CURRENT YEAR

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

<S>                                        <C>             <C>          <C>             <C>
ACCOUNT 144 - PROVISION FOR UNCOLLECTIBLE
              ACCOUNTS:
EUA Cogenex Corporation                        209,831      210,000     (101,676)      318,155

EUA Nova                                       141,474      170,677     (244,394)       67,756

EUA Day                                         49,418       15,000      (34,293)       30,125

         TOTAL                                 400,723      395,677     (380,363)      416,036

</TABLE>

ANNUAL REPORT OF EUA Cogenex Corporation
For the Year Ended December 31, 1995

        SCHEDULE VIII

        MISCELLANEOUS CURRENT AND ACCRUED ASSETS


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

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

EUA Cogenex Corporation:
   Executive Life Insurance                       85,232             80,982
EUA Day Corporation:
   Executive Life Insurance                       19,610             23,497
                                    TOTAL        104,842            104,479


ANNUAL REPORT OF EUA Cogenex Corporation

For the Year Ended December 31, 1995

SCHEDULE IX - MISCELLANEOUS DEFERRED DEBITS

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

DESCRIPTION                                    BALANCE AT         BALANCE AT
                                            BEGINNING OF YEAR     CLOSE OF YEAR

ACCOUNT 186 - MISCELLANEOUS
              DEFERRED DEBITS

     EUA Cogenex:
          Sycom                                   48,683                 0
          50/50 SEC Ruling                        83,937            73,255
          EUA WestCoast Reorganization           397,083                 0
          Measuring & Monitoring Advance          26,402            39,403
          EUA Day - Interco A/P ADJ (DEC94)       22,074             7,102
          Formation of Canadian Subsidiary        54,970                 0
          Thorson GMC Buick                       43,606                 0
          EC&S I & II - Mwe Legal                 36,121                 0
          Coumbia University                     316,529           169,044
          Rent                                    25,753                 0
          Open Work Authorizations               363,313           582,089
          Sanwa                                  281,079            25,092
          Miscellaneous (7)                       12,977            25,672
          Bankers Leasing                              0            12,232
               Sub Total                       1,712,527           933,889

     EUA Nova:
       Misc. Reconciling Adjustments              19,062           (51,586)


     EUA Day:                                       (726)                0

     EUA NEMI:
          Deferred Royalties                   1,444,564         1,360,250

     EUA Citizens Corporation
          Open Work Authorizations                     0            77,852

     EUA Highland Corporation:
         Dalton Credit on Account                                   20,887
         Miscellaneous (2)                             0             6,319
                Sub Total                                           27,206

                           TOTAL               3,175,427         2,347,611

<TABLE>
<CAPTION>
ANNUAL REPORT OF EUA Cogenex Corporation

For the Year Ended December 31, 1995

SCHEDULE XI - PROPRIETARY CAPITAL

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

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.
</TABLE>


DESCRIPTION                                       AMOUNT
ACCOUNT 211 - MISCELLANEOUS PAID-IN CAPITAL     45,787,286

ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS
TOTAL                                           45,787,286

(1) See Schedule XIV Notes to Financial Statements, Page 29

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.


<TABLE>
<CAPTION>
DESCRIPTION                     BALANCE AT
                                BEGINNING     NET INCOME    DIVIDENDS  BALANCE AT
                                OF YEAR       OR (LOSS)      PAID      CLOSE OF YEAR
<S>                              <C>          <C>           <C>        <C>

ACCOUNT 216 - UNAPPROPRIATED
RETAINED EARNINGS               14,701,306    2,822,090 <F1>            6,796,889
                                            (10,726,507)<F2>
TOTAL                           14,701,306   (7,904,417)                6,796,889

<FN>
<F1> Income from Continuing Operations
<F2> Loss from Discontinued Operations
</FN>
</TABLE>

<TABLE>
<CAPTION>

ANNUAL REPORT OF EUA Cogenex Corporation
For the Year Ended December 31, 1995

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.

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

ACCOUNT 224 -  Unsecured Notes to Prudential
OTHER LONG -    Ins. Co. of America & PRUCO
TERM DEBT:      Life Ins. Co.                 09/03/97  7.22%  15,000,000  15,000,000                        15,000,000
               Unsecured Notes to Prudential
                Ins. Co. of America & PRUCO
                Life Ins. Co.                 10/30/01  9.6%   20,000,000  19,200,000            3,200,000   16,000,000
               Unsecured Notes to Prudential
                Ins. Co. of America           06/30/05 10.56%  35,000,000  35,000,000            3,500,000   31,500,000
               Unsecured Notes to qualified
                institutional buyers under
                Rule 144A of the 1993 Act     09/15/00  7.0%   50,000,000  50,000,000                        50,000,000
TOTAL                                                         120,000,000 119,200,000            6,700,000  112,500,000

1/GIVE AN EXPLANATION OF DEDUCTIONS
Current Maturities
</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF EUA Cogenex Corporation
For the Year Ended December 31, 1995
SCHEDULE XIII-CURRENT AND ACCRUED LIABILITIES

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

DESCRIPTION                                             BALANCE AT               BALANCE AT
                                                        BEGINNING OF YEAR        CLOSE OF YEAR
<S>                                                    <C>                         <C>
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE COMPANIES

Eastern Utilities Associates                               8,059,000                    0
TOTAL                                                      8,059,000                    0

ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE COMPANIES:
Eastern Utilities                                          8,059,000                    0
                                                           8,059,000                    0
EUA Cogenex Corp
Eastern Utilities Associates                                  52,112              195,000
EUA Service Corporation                                      354,084              425,697
Eastern Edison Company                                            63                    0
EUA Canada                                                       100                    0
                                                             406,359              620,697
EUA Nova
EUA Service Corp.                                             36,701               16,338

EUA Day.
EUA Service Corp                                               2,928                4,576

NEMI
EUA Service Corp                                                   0                   86

EUA Citizens
EUA Service Corp                                                   0                1,045

EUA Highland
EUA Service Corp                                                   0                1,912
TOTAL                                                        445,988              644,654

</TABLE>

<TABLE>
<CAPTION>
ANNUAL REPORT OF EUA Cogenex Corporation
For the Year Ended December 31, 1995
SCHEDULE XIII-CURRENT AND ACCRUED LIABILITIES -(Continued)

DESCRIPTION                                                   BALANCE AT      BALANCE AT
                                                              BEGINNING        CLOSE
<S>                                                           <C>              <C>
ACCOUNT 242 - MISCELLANEOUS CURRENT AND ACCRUED LIABILITIES
EUA Cogenex Corp.
Miscellaneous (14)                                              (16,766)        (13,230)
Commitment Fee                                                    9,678          18,277
Retainage Liability                                             322,665         356,890
Reserve for Cogen Disp                                                0       5,787,892
Accrued Liability (HTI PRJS)                                     77,032          84,454
Accrued Liability (VA Hosp.)                                     22,657          22,657
Accrued Liability (BECo PRJS)                                         0         380,314
                                                                415,266       6,637,254

EUA Day
Lease obligation (AT&T System)                                   11,597               0
Miscellaneous (1)                                                 3,714               0
                                                                 15,311               0

EUA Nova
Trade Financing                                                  74,697          11,403
Incentive Strategies                                                  0          21,045
Miscellaneous (3)                                                (1,040)           (268)
                                                                 73,657          32,180

EUA Highland
Accrued Vacations                                                     0          26,521
Miscellaneous (4)                                                     0           6,709
                                                                      0          33,230

EUA Citizens
Retainer Construction Contracts                                       0          38,252
Accrued Maintenance Fees                                              0          62,819
Miscellaneous (2)                                                     0              91
                                                                                101,162
TOTAL                                                           504,234       6,803,826
</TABLE>

ANNUAL REPORT OF EUA Cogenex Corporation
For the Year Ended December 31, 1995
SCHEDULE XIII-CURRENT AND ACCRUED LIABILITIES -(Continued)

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


DESCRIPTION                                       BALANCE AT      BALANCE AT
                                                  BEGINNING       CLOSE
                                                  OF YEAR         OF YEAR


ACCOUNT 224 - CURRENT MATURITIES OF LT DEBT

Prudential Ins. Co. Due 10/30/01 @ 9.6%           800,000        3,200,000

Prudential Ins. Co. Due 6/30/05 @ 10.56%
                                                        0        3,500,000

TOTAL                                             800,000        6,700,000



EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


A.      General

EUA Cogenex Corporation (the Company) is an energy services company that
employs energy efficient technology and equipment intended to reduce the energy
consumption and costs of its customers. Such technology and equipment include
building automation systems, lighting modifications, boiler and chiller
replacements and other mechanical measures such as motors and drives.  The
Company may design, install, own, operate, maintain, and finance specific
energy efficient applications for its customers.

The Company is compensated for these services primarily through energy services
agreements in which the Company and the customer who occupies or owns a
facility agree upon a prescribed base year and a set of savings calculations.
The Company then receives payments based on a portion of the savings that
result from the installation and maintenance of the energy efficient equipment
in the facility.  Some of the Company's revenues under these agreements are
dependent upon the actual achievement of energy savings; therefore, the Company
assesses the financial and technical risk of each customer and project.

In addition, the Company participates in demand side management (DSM) programs
sponsored by electric utilities as a means to decrease both base load and peak
demand on the utilities' systems.  In utility DSM programs, the Company
contracts with the utility and its commercial and industrial customers in
order to decrease the overall demand on the utility system or to reduce peak
demand, curtailing the need for costly capacity additions.  The Company is paid
by the utility based on the reduction i n the demand on the utility's system
and may also receive a portion of the customers' savings by entering into
energy services agreements of the type described above with those customers.
The Company contracts for utility DSM programs through a bidding process or
participates in the utility's "Standard Offer Program".  The Company also may,
from time to time, acquire existing DSM contracts or energy services
agreements, or the benefits from those contracts from other energy services
companies.

The Company's principal markets include institutional, commercial, industrial
and government entities, and through its EUA Citizens Services subsidiary,
public and private multi-family housing.

The rates charged by the Company to customers through its Energy Service
Agreements are not subject to the jurisdiction of any regulatory agency.



EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994

The Company is a wholly-owned subsidiary of Eastern Utilities Associates (EUA),
a registered public utility holding company.  In addition to its investment in
the Company, EUA has interests in retail and wholesale utility companies
operating in the New England region, a service corporation and two other non-
utility companies.  As a subsidiary of EUA, the accounting policies and
practices of the Company are subject to review by the Securities and Exchange
Commission (SEC) under the Public Utility Holding Company Act of 1935.  The
Company is regulated by the SEC in matters related to its own debt financings
and asset acquisitions.  On February 15, 1995, the SEC issued an order lifting
its previous requirement that the Company earn more than 5 0% of its revenues
in the New England and New York area.  There are no current geographic
restrictions on the Company's operations.

B.      Summary of Significant Accounting Policies

        Equity Investment

The financial statements reflect the Company's investment in five partnership
entities under the equity method of accounting.  These amounts are shown on the
Company's balance sheet at December 31, 1995 and 1994 as investments in
associated companies.

        Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets a nd liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

        Reclassification

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

EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


        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 $1,265,000 in
1995 and $1,271,000 in 1994 and paid office rental expense of approximately
$16,200 and $14,600, 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 capitalized and then
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.

                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.

EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


        Interest Income

Interest income from notes and leases receivable are recorded on the accrual
basis over the term of the agreements.

        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, both are
divisions of the Company.  Inventories are stated at lower of cost (first-in,
first-out) or market.

        Property, Plant and Equipment

Property, plant and equipment and projects in progress, which are stated at
cost, are comprised of project energy management, demand reduction 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 $ 4.5 million and $ 5.4 million in 1995 and
1994, respectively.

Energy savings projects in progress represents the cost of such projects, as
well as, in some cases, advances to contractors that can be satisfied by the
contractor delivering to the Company the energy savings agreement
collateralized by the equipment and the right to the revenues generated
therefrom. Ultimately the projects are either capitalized as property, plant
and equipment or charged to cost of sales depending on the terms of the
arrangement with the customer.

EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994

Federal Income Taxes

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.

New Accounting Standard

In March 1995, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of" (FAS 121),
effective for fiscal year 1996.  FAS 121 requires an entity to review long-
lived assets and certain identifiable intangibles to be held and used for
impairment whenever events or changes in circumstances indicate that the
carrying  amount of an asset may not be recoverable.  The Company reviews
certain long-lived assets on an annual basis to insure that estimated future
cash inflows are sufficient to meet the asset's carrying value.  Therefore,
Management does not expect that the adoption of this standard will have a
material effect on the Company's financial position or results of operations.

EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994

C. Discontinued Operations

   September 1995, the Company announced that it was discontinuing its
   cogeneration operations because, overall, the cogeneration portfolio had
   not performed up to expectations.  The Company's total net investment in
   its cogeneration portfolio was $29.6 million and substantially all of the
   net operating assets were sold on October 1, 1995 for approximately $11.5
   million.  The decision to discontinue its cogeneration operations resulted
   in a estimated after-tax charge of approximately $10.5 million for 1995.

D. Acquisitions

   On March 1, 1995, the Company acquired certain energy services assets of
   Citizens Conservation Corporation of Boston, Massachusetts in exchange for
   preferred stock (see Note L "Preferred Stock") of a newly formed subsidiary
   of the Company, Citizens, 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 also acquired on May 1, 1995, Highland Energy Group, an energy
   services company in Boulder, Colorado in exchange for $4.2 million of EUA
   common shares (176,258 shares). Highland provides energy conservation
   services in Colorado, Texas, Ohio, North Carolina and certain other
   midwestern states.

   Both the Citizens and Highland acquisitions were accounted for using the
   purchase method of accounting.  Also, the Highland acquisition resulted in
   the recognition of goodwill of approximately $2.8 million and is being
   amortized over 15 years.

   On January 31, 1994, the Company completed the acquisition of Northeast
   Energy Management, Inc. (NEM) of Brunswick, Maine, in exchange for $12.2
   million of EUA Common Shares (464,579 shares) plus the payment of
   outstanding contingent liabilities of NEM of approximately $8.1 million.
   NEM is an energy services and demand side management contracting company and
   is operating as a wholly-owned subsidiary of the Company.  This acquisition
   has been accounted for using the pooling method of accounting.  The
   consolidated statement of income includes the net income of NEM prior to the
   merger of $133,000 for 1994.

EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994

The results of operations of NEM for 1994 prior to its acquisition were
immaterial and, therefore, are not shown separately.

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

In 1994, the Company organized a wholly-owned Canadian subsidiary to engage in
the energy services business in the Canadian marketplace.  At December 31,
1995, the Company has invested approximately $6.5 million in Canadian projects.

E. Income Taxes

   The Company adopted FASB Statement No. 109, "Accounting for Income Taxes"
   (FAS 109) which requires recognition of deferred income taxes for temporary
   differences that are reported in different years for financial reporting and
   tax purposes using the liability method.  Under the liability method,
   deferred tax liabilities or assets are computed using the tax rates that
   will be in effect when temporary differences reverse.

EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


At December 31, 1995 and 1994, total deferred tax assets for which no valuation
allowance was deemed necessary were $8.6 million and $5.6 million, respectively
and total deferred tax liabilities were $2.2 million and $7.0 million,
respectively. Total deferred tax assets and liabilities are comprised as
follows (in thousands):

                          Deferred Tax                     Deferred Tax
                            Assets                          Liabilities
                         1995     1994                     1995       1994

Provision for Step                         Plant Related
  Up Tax Basis - NEM    $4,281  $4,574      Differences    $2,072   $6,303
Net operating losses                       Post-Retirement
  carry forward          1,400              Benefits           70       41
Reserve for                                Royalties                   584
  cogeneration losses    1,615                  Other          92       53
Alternative
  Minimum Tax              177     177
Bad Debts                   53     162
Pension                    735     517
Other                      337     218
        Total           $8,598  $5,648                     $2,234  $6,981


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.


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


  Components of income tax expense from continuing operations for the years
1995 and 1994 are as  follows:

In Thousands                               1995       1994

        US Federal:

           Current                       $1,710     $    25
           Deferred                        (126)      2,346
                                          1,584       2,371

        Foreign:

           Current                           64

        State:

           Current                         555          192
           Deferred                       (434)         679
                                           121          871

        Provision for income taxes      $1,769      $ 3,242

Total income tax expense from continuing operations 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                             1995         1994

Federal income tax computed
at statutory rates                      $1,606       $ 2,667
Increases (decreases) in tax from:
State taxes, net of federal
income tax benefit                          79           566
            Other                           84             9
Provision for income taxes on
  continuing operations                 $1,769       $ 3,242


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994

F.      Notes Receivable

The Company has entered into arrangements with contractors and/or host
customers to finance the installation of energy savings project equipment at
the customer's premises.  Upon completion of the 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 8.0% to 18.0%.  The term of
the contracts range in maturity from one year to ten years.

G.      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 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):

                                                  1995    1994

        Minimum lease payments receivable       $22,403 $ 11,167
        Less:   Unearned interest                 6,934    3,251
                Current portion                   1,484    1,787
        Net investment in sales-type leases     $13,985 $  6,129

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

        1996                   $ 3,411
        1997                     3,374
        1998                     3,253
        1999                     2,879
        2000 and thereafter     13,402

H.      Contract Rights

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


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


I.      Long-Term Debt (in thousands)
                                                  1995           1994
        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          19,200        20,000
        Interest only payable through
        October 31, 1995.  A sinking fund
        replacement of $800 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                                             119,200       120,000
Less Current Maturities                             6,700           800
                                                 $112,500      $119,200


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


Scheduled maturities of long-term debt for the five years following 1995 are as
follow (in thousands):

        1996      $ 6,700
        1997       21,700
        1998        6,700
        1999        6,700
        2000       56,700

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

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

J.      Notes Payable - Lines of Credit

The EUA System companies, which includes the Company, maintain short-term lines
of credit with various banks aggregating approximately $150 million of which
$130 million is available to the Company.  At December 31, 1995, unused short-
term lines of credit amounted to $111 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, 1995 and
1994, the Company had approximately $14.4 million and $23.4 million,
respectively in borrowings outstanding under these arrangements at weighted
average interest rates of 6.2% and 4.6%, respectively.  In addition, the
Company had $8.1 million in borrowings from EUA at December 31, 1994.


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


K.      Fair Value of Financial Instruments

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

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

Net Investment In Sales-Type Leases and Long-Term Notes Receivable:  The fair
value of the Company's net investment in sales-type leases and long-term notes
receivables was based on market rates of similar receivables.

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,
1995 are as follows (dollars in thousands):

                                             Carrying      Fair
                                              Amount       Value

        Cash and Cash Equivalents            $   1,401      $  1,401

        Notes Receivable and Net Investment
        in Sales-Type Leases                 $  47,363      $ 49,148

        Long-Term Debt                       $ 119,200      $128,301
           (including current maturities)


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


L.      Preferred Stock

In connection with the acquisition of Citizens, (See Note D "Acquisitions"),
the Company issued 7,500 shares of Citizens' Non-Participating Preferred Stock,
par value of $0.01.  The Preferred Stock is non-redeemable until January 1,
2002 or upon the seventh anniversary of the execution of the definitive
agreement.  After such date, the Preferred Stock may be redeemed at the
Company's sole discretion at a redemption price of $100 per share plus accrued
dividends.  Dividends are non-cumulative and are contingent upon Citizen's
results of operations.  The annual dividend rate is equal to 33% of the net
income of Citizens divided by 7,500 shares.

M.      Joint Ventures

In 1995, the Company announced the formation of two joint ventures with
affiliates of the Allegheny Power System and Western Resources, Inc. to provide
energy services in and around the geographic regions of those companies.  These
alliances are designed to provide the Company with a significant presence in
states where it historically has done little or no business and provide
customers of these utilities an immediate and comprehensive selection of
integrated energy services.  In early 1996, the Company announced a proposed
joint venture with Monenco-Agra of Canada to provide similar services in
Canada.  This proposal is currently awaiting regulatory approval.


N.      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.
Retirement plan benefits are based on years of service and average compensation
over the four y ears prior to retirement.  It is the EUA System's policy to
fund the retirement plan on a current basis in amounts determined to meet the
funding standards established by the Employee Retirement Income Security Act of
1974.


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


Net pension expense for the retirement plan in 1995 and in 1994 included the
following components (in thousands):
                                                1995    1994

        Service cost-benefits earned
        during the period                       $ 272   $ 377
        Interest cost on projected
        benefit obligation                        170     301
        Actual return on assets                  (213)     26
        Net amortization and deferrals            170    (206)
        Net periodic pension
        expense                                $  399  $  498


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 1995 and 1994 were 8.25% and 7.25% and 4.75 % and 4.75%,
respectively.  The expected long-term rate of return on plan assets was 9.50%
in 1995 and 1994, respectively.

The discount rate used to determine pension costs was changed effective January
1, 1996, to 7.25% and was used to calculate the plan's financial status at
December 31, 1995.

The EUA System also maintains non-qualified supplemental retirement plans for
certain officers.  EUA maintains life insurance on certain participants of the
supplemental plans to fund in whole, or in part, its future liabilities under
the supplemental plans.  For the years ended December 31, 1995 and 1994
expenses related to the supplemental plan were approximately $106,000 and
$41,200, 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.


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


FAS106 "Accounting for Post-Retirement Benefits Other Than Pensions",
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 benefit s during an employee's years of service and
the recognition of the actuarially determined total post-retirement benefit
obligations (Transition Obligation) earned by existing employees and retirees.
The Company has elected to recognize the Transition Obligation over a period
of twenty years as permitted by FAS106.  The resultant annual expense,
including amortization of the Transition Obligation and net of capitalized
amounts was approximately $75,000 in 1995 and $162,000 in 1994.


EUA Cogenex Corporation
Notes to Financial Statements
For The Years December 31, 1995 and 1994


The total cost of post-retirement benefits other than pension for 1995 and 1994
includes the following components (in thousands):

                                                    1995    1994

Service cost                                       $  99   $  150
Interest cost                                         65       78
Actual return of plan assets                         (28)      (7)
Amortization of transition obligation                 37       43
Other amortizations and deferrals-net                          (6)
Total post-retirement benefit cost                $  174   $  258

Assumptions:

Discount rate                                       8.25%   7.25%
Health care cost trend rate - near-term             11.0%   13.0%
                            - long-term              5.0%    5.0%
Salary increase rate                                4.75%   4.75%
Rate of return on plan assets - non-union           5.50%   5.50%

Reconciliation of funded status:

Accumulated post-retirement benefit obligation (APBO):
Retirees                                          $ (151) $  (136)
Active employees fully eligible for benefits
Other active employees                              (488)   (440)
Total                                               (639)   (576)

Fair value of assets, primarily notes and bonds      346     257
Unrecognized transition obligation                   401     462
Unrecognized net loss (gain)                        (296)   (270)
(Accrued) post-retirement benefit cost            $ (188) $ (127)

The discount rate and salary increase discount rate used to determine post-
retirement benefit costs was changed effective January 1, 1996 to 7.25% and
4.25% and was used to calculate the funded status of post-retirement benefits
at December 31, 1995.

Cogenex Corporation
Notes to Financial Statements
for The Years December 31, 1995 and 1994

Increasing the assumed health care cost trend rate by 1% each year would
increase the total post-retirement benefit cost for 1995 by approximately
$32,400 and increase the total accumulated post-retirement benefit obligation
by approximately $84,600.

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 $75,000 and $94,000 during 1995 and 1994,
respectively.

        Operating Leases

The Company conducts its operations in leased facilities under certain non-
cancellable operating lease arrangements which expire through 2002.  In
addition, the Company maintains a master operating lease for certain office
equipment and automobiles.  Future minimum payments under these leases are as
follows (in thousands):

                1996                        $1,159
                1997                         1,065
                1998                           676
                1999                           401
                2000 and thereafter            693
                                            $3,994

Total rent expense under the operating leases was $851,570 and $601,500
in 1995 and 1994, 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 a
performance bond to collateralize performance under the contract.  These
contingent obligations will only be drawn by the customer if the Company
fails to perform under the construction contract.  Upon performance, the
customer would be obligated to pay the Company the full amount under the
respective energy savings agreement.  The total amount of outstanding
letters of credit and performance bonds as of December 31, 1995 was
approximately $5.5 million and $3.7 million, respectively, and as of December
31, 1994 were approximately $1.7 million and $6.7 million, respectively.

As of December 31, 1995, management is not aware of any potential drawings
under the letters of credit or claims made to the surety under the
performance bonds.


EUA Cogenex Corporation
Notes to Financial Statements
for The Years December 31, 1995 and 1994

Sale of Receivables

The Company sold, without recourse, notes receivable under agreements with
several financial institutions, the net cumulative proceeds of which total
approximately $11.9 million and $3.9 million during 1995 and 1994,
respectively.

These agreements contain a primary recourse provision that the Company may be
required to repurchase the contract if the payments under the contract are not
made as a result of non-realization of expected savings.  In management's
opinion, the likelihood of such an event is remote.

Litigation

The Company, through its EUA WestCoast (WestCoast) L.P., had under development
a cogeneration facility of approximately 1.5 megawatts.  The cogeneration
facility experienced numerous start-up delays and cost overruns.  The host of
the facility has taken the position that the energy services agreement
between WestCoast and itself is terminated due to, among other things, failure
to complete the project.  WestCoast disagrees with the host's right to
terminate, but has decided not to contest the host's purported termination.

In June 1993, WestCoast filed a lawsuit against the contractors responsible
for the design and construction of the facility, as well as the surety which
issued a performance bond guaranteeing construction.  Certain defendants in
that action have file d cross-complaints against WestCoast and the Company,
seeking, among other things, approximately $300,000 for payments withheld by
WestCoast due to the contractor's deficient performance, contribution and
indemnity.  A contractor has also filed a cross-complaint against the host.
Additionally, the host has filed a cross-complaint against the Company and
the other parties in the litigation, seeking approximately $7 million in
damages arising principally from lost economic advantage. WestCoast filed
its own cross-complaint against the host affirmatively seeking damages.
WestCoast has secured defense from insurance carriers for the claims made
by the host.

EUA Cogenex Corporation
Notes to Financial Statements
for The Years December 31, 1995 and 1994

The Company intends to vigorously prosecute its claims against the contractors,
surety and host, and defend itself against any cross-complaints.  The Company
cannot predict the ultimate resolution of this matter.  As a result of the
Company's decision to discontinue cogeneration operations effective as of July
1, 1995, the Company has recorded a reserve for loss on discontinued operations
for its total investment in this project which is included in the one-time
after-tax charge to earnings of approximately $10.5 million.

The Company has recently been notified of a lawsuit brought on by a host
customer against the Company and its insurance carriers.  The basis of the
lawsuit originated from a previous suit brought on by an employee of a
subcontractor who worked at the host's facility against the Company and
several other parties.   The individual sued for personal injuries sustained as
a result of a work related injury.  The Company has forwarded this complaint to
its insurance carriers.  In the opinion of management, it is not likely that
the Company will incur a loss resulting form this lawsuit.

        Other

Under the terms of the Plan of Reorganization and Agreement of Merger between
the Company and the shareholders of Highland Energy Group, the seller has the
opportunity to receive additional EUA Common Shares based upon Highland's
financial performance over a three year period from the initial closing.  The
contingent earn-out amount, if any, is based upon an agreed-to formula between
the Company and the seller.  The maximum additional earn-out shall not exceed
$3.8 million over the three year period ending April 30, 1998 and will be
accounted for as an addition to the purchase price.

The Company has recently applied for authorization from the SEC to expand the
services it currently provides to include services relating to furnishing and
conserving water for the types of customers to whom it has historically
furnished energy related services.  The water conservation services that the
Company anticipates providing may range from domestic applications such as
toilet replacements and retrofits, shower head replacements and aerators, to
commercial and industrial water treatment applications such as water
reclamation, purification and reuse, heating, cooling and refrigeration, and
waste water filtration systems.

<TABLE>
<CAPTION>

ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
                    CURRENT YEAR - 1995

ACCOUNT           DESCRIPTION                             EUA                    EUA        EUA           EUA          EUA
                                                        Cogenex                Cogenex      Nova          Day          NEM
                                                     Consolidated Elimin.    Corporation (Division)    (Division)      Inc
<S>                                                        <C>    <C>          <C>          <C>        <C>             <C>
             INCOME

   415   Sales Revenue                                20,971,027                          14,606,786    6,364,241
   417   Project Revenues                             41,841,062             36,102,574                              3,385,557
   417   Consulting Revenues                           1,419,448
   418   Equity in Earnings                           (7,252,959) 2,095,001  (5,157,958)
   419   Interest Income and Finance Fees              9,958,084    707,762  10,309,183       11,347
   723
421/450  Miscellaneous Income                            632,625                525,902       79,533
                   Total Income                       67,569,287  2,802,763  41,779,701   14,697,666    6,364,241    3,386,280


             EXPENSE

   904  Uncollectible accounts                           397,719                211,599      170,000       16,120
   910  Miscellaneous Cust Serv & Info expense                 0
   912  Demonstrating and selling expense                193,103                123,099       39,307       25,423
   913  Advertising expense-merchandising                130,477                              96,042       34,435
   920  Salaries and wages                             6,151,643              2,770,331    2,042,956      876,234        6,392
   921  Office supplies and expenses                   1,708,974                753,021      416,740      489,589      (13,342)
   922  Administrative expense transferred-(credit)     (441,508)              (422,676)
   923  Outside services employed                        886,679                573,308      195,545       81,265       21,268
   924  Property insurance                               324,414                201,348       53,411       63,071
   925  Injuries and damages                             131,957                 49,963       73,975                       555
   926  Employee pensions and benefits                   888,203                381,441      366,626      104,351        2,834
   927  Franchise Requirements                                85                     85
   928  Regulatory commission expense                          0
 930.1  General advertising expenses                       2,229                                (367)         436
 930.2  Miscellaneous general expenses                   238,799                218,353        6,105       11,312           86
   931  Rents                                            841,618                494,198      243,016       38,632       11,988
   935  Maintenance of structures and equipment           97,895                 78,574       16,232                       109
403/405 Depreciation and amortization expense          1,448,205                943,210      184,067       58,271      110,418
 408.1  Taxes other than income taxes                    757,535                266,564      264,697      195,876          315
 409.1  Income taxes                                     624,359               (660,799)                             1,095,629
 410.1  Provision for deferred income taxes-(credit)    (560,145)              (245,479)                              (314,666)
 410.2  Provision for deferred income taxes-(credit)  (6,041,712)            (6,041,712)
 416.0  Cost of Goods Sold                            15,115,039                          10,661,872    4,453,167
 417.1  Expenses non-utility operations               31,973,794             28,682,096                                588,230
 421.1  Gain-disposition of property                     (62,605)               (44,851)     (17,754)
 421.2  Loss-disposition of property                   9,388,490              9,387,672          818
 426.1  Donations                                          5,455                  5,355          100
 426.3  Penalties                                         14,938                  9,688
 426.5  Other Deductions                                  51,397                 51,397
   427  Interest on long-term debt                    10,186,204             10,186,204
   428  Amortization of debt disc. and expenses          151,670                151,670
   430  Interest on debt to associated companies         374,346    707,762     374,346      549,207       95,481
   431  Interest expense on short-term  debt and other 1,553,696              1,367,924          386        2,800
   432  Capitalized Interest (credit)                 (1,059,249)            (1,029,348)

                  Total Expense                       75,473,704    707,762  48,836,581   15,362,981    6,546,463    1,509,816
             NET (LOSS) INCOME                        (7,904,417) 2,095,001  (7,056,880)    (665,315)    (182,222)   1,876,464
</TABLE>
<TABLE>
<CAPTION>

ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY -Continued
                    CURRENT YEAR - 1995

ACCOUNT           DESCRIPTION                                   EUA       EUA        EUA
             INCOME                                           Cogenex   Citizens   Highland
                                                              Canada   Corporation Corporation
<S>                                                          <C>      <C>          <C>
   415   Sales Revenue
   417   Project Revenues                                                  62,433  2,290,498
   417   Consulting Revenues                                            1,419,448
   418   Equity in Earnings
   419   Interest Income                                       314,786        205     29,602
421/450  Miscellaneous Income                                   13,449     11,406      2,335
                   Total Income                                328,235  1,493,492  2,322,435


             EXPENSE

   904  Uncollectible accounts
   910  Miscellaneous Cust Serv & Info expense
   912  Demonstrating and selling expense                                   3,309      1,965
   913  Advertising expense-merchandising
   920  Salaries and wages                                                215,833    239,897
   921  Office supplies and expenses                                       32,495     30,471
   922  Administrative expense transferred-(credit)                       (18,832)
   923  Outside services employed                                           7,148      8,145
   924  Property insurance                                                    375      6,209
   925  Injuries and damages                                                5,743      1,721
   926  Employee pensions and benefits                                     10,922     22,029
   927  Franchise Requirements
   928  Regulatory commission expense
 930.1  General advertising expenses                                        2,160
 930.2  Miscellaneous general expenses                                      2,114        829
   931  Rents                                                              31,232     22,552
   935  Maintenance of structures and equipment                             1,376      1,604
403/405 Depreciation and amortization expense                               8,776    143,463
 408.1  Taxes other than income taxes                                      21,575      8,508
 409.1  Income taxes                                            64,174     (8,869)   134,224
 410.1  Provision for deferred income taxes-(credit)
 410.2  Provision for deferred income taxes-(credit)
 416.0  Cost of Goods Sold
 417.1  Expenses non-utility operations                          1,751  1,172,570  1,529,147
 421.1  Gain-disposition of property
 421.2  Loss-disposition of property
 426.1  Donations
 426.3  Penalties                                                           5,110        140
 426.5  Other Deductions
   427  Interest on long-term debt
   428  Amortization of debt disc. and expenses
   430  Interest on debt to associated companies                           13,455     49,619
   431  Interest expense on short-term  debt and other         166,168     13,440      2,978
   432  Capitalized Interest (credit)                                      (8,660)   (21,241)

                  Total Expense                                232,093  1,511,272  2,182,260

             NET (LOSS) INCOME                                  96,142    (17,780)   140,175

</TABLE>
<TABLE>
<CAPTION>
    ANNUAL REPORT OF EUA COGENEX CORPORATION AND SUBSIDIARY COMPANIES
             SCHEDULE XV - STATEMENT OF INCOME

PRIOR YEAR - 1994

ACCOUNT           DESCRIPTION                                  EUA                   EUA        EUA        EUA       EUA
                                                             Cogenex               Cogenex      Nova       Day       NEM
                                                           Consolidated Elim.     Corporation (Division) (Division)  Inc
             INCOME
<S>                                                      <C>            <C>      <C>          <C>         <C>        <C>
   415   Sales Revenue                                    20,064,607                         14,243,823 5,820,784
   417   Project Revenues                                 40,741,583              37,774,648                       2,966,935
   417   Consulting Revenues                                       0
   418   Equity in Earnings                                 (190,738)  1,424,066   1,233,328
   419   Interest Income                                   9,516,795     537,608  10,052,615                           1,788
421/450  Miscellaneous Income                                640,374                 455,631     41,877              142,866
                   Total Income                           70,772,621   1,961,674  49,516,222 14,285,700 5,820,784  3,111,589

           EXPENSE

   904  Uncollectible accounts                               355,817                 255,038    100,000       779
   910  Miscellaneous Cust Serv & Info expense                     0
   912  Demonstrating and selling expense                     48,948                             38,915               10,033
   913  Advertising expense-merchandising                     49,077                             40,754     8,323
   920  Salaries and wages                                 6,103,080               3,394,870  1,929,169   756,321     22,720
   921  Office supplies and expenses                       1,849,793                 861,934    480,842   502,609      4,408
   922  Administrative expense transferred-(credit)         (226,796)               (226,796)
   923  Outside services employed                          1,053,539                 680,492    277,258    95,436        353
   924  Property insurance                                   311,970                 141,849     93,442    76,289        390
   925  Injuries and damages                                 165,252                 144,869     20,043                  340
   926  Employee pensions and benefits                     1,355,703                 846,194    390,355   114,714      4,440
   927  Franchise Requirements                                   139                     139
   928  Regulatory commission expense                              0
 930.1  General advertising expenses                               0
 930.2  Miscellaneous general expenses                        19,075                  (5,717)    12,828    18,037     (6,073)
   931  Rents                                                612,817                 359,699    210,257    33,972      8,889
   935  Maintenance of structures and equipment               24,668                  (7,210)    31,878
403/405 Depreciation and amortization expense              1,081,286                 682,959    239,363    67,301     91,663
 408.1  Taxes other than income taxes                        663,176                 325,442    260,106    73,751      3,877
 409.1  Income taxes                                      (2,100,954)             (2,079,373)                        (21,581)
 410.1  Provision for deferred income taxes                3,024,786               2,137,588                         887,198
 410.2  Provision for deferred income taxes                        0
 416.0  Cost of Goods Sold                                13,193,734                          9,179,943 4,013,791
 417.1  Expenses non-utility operations                   28,056,785              27,526,438                         530,347
 421.1  Gain-disposition of property                        (661,244)               (630,455)   (26,934)              (3,855)
 421.2  Loss-disposition of property                          92,511                  92,511
 426.1  Donations                                                550                     550
 426.3  Penalties                                              3,287                   3,020        267
 426.5  Other deductions                                     220,840                 158,233                          62,607
   427  Interest on long-term debt                        10,199,004              10,199,004
   428  Amortization of debt disc. and expenses              151,537                 151,537
   430  Interest on debt to associated companies             372,269     537,608     372,269    403,420    80,029     54,159
   431  Interest expense on short-term  debt and other     1,106,490               1,071,885         52    (3,055)    37,608
   432  Capitalized Interest (credit)                       (525,083)               (525,083)

                  Total Expense                           66,602,056     537,608  45,931,886 13,681,958 5,838,297  1,687,523
           NET INCOME                                      4,170,565   1,424,066   3,584,336    603,742   (17,513) 1,424,066
</TABLE>

ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

        ANALYSIS OF BILLINGS
        SALES & PROJECT REVENUES
        ACCOUNTS 415/417


DESCRIPTION                                TOTAL     EXCESS OR        TOTAL
                                           COST      DEFICIENCY       AMOUNT
1. Utility Load Reduction Programs                                  22,958,745
2. Energy Management Programs                                       18,408,487
3. Packaged Cogeneration                                               473,830
4. Installation & Fabrication of Energy
      Services Equipment                                            20,971,027
5. Consulting Fees                                                   1,419,449
      TOTAL                                                         64,231,537

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                         $33,251,170
         Outside New England and New York                  44,185,921
                                                          $77,437,091

     (A)     Includes Northeast Energy Management Inc., EUA Highland Corp.,
             EUA Citizens, and partnership revenues of  $3,385,557,
             $2,290,498, $1,481,881, and $13,679,384 respectively.

     (B)     Excludes cogeneration revenue of $5,638,631.


ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

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
     Energy Savings Project Sales - Note Receivable
          EUA Cogenex                                            3,316,011

      Energy Savings Project Sales - Lease Receivable
          EUA Cogenex                                              309,042
          EUA Highland                                              29,602
                TOTAL                                              338,644

       Energy Related Financing Transactions
           EUA Cogenex                                           1,368,378
           EUA Nova                                                 11,347
           EUA Canada                                              314,786
                 TOTAL                                           1,694,511

       Interest Income Associated Companies
           EUA Cogenex                                           4,556,584

       Other Interest Income
            EUA Cogenex                                                 62
            NEMI                                                       723
            EUA Citizens                                               205
                TOTAL                                                  990
                       TOTAL INTEREST INCOME                     9,906,740

          Finance Fees
              WestCoast                                             20,276
               Sycom                                                 7,888
              ECS I & II                                            17,379
              EUA Highland                                           2,401
              Enersave                                               3,400

                       TOTAL FINANCE FEES                           51,344

ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

ANALYSIS OF MISCELLANEOUS INCOME

INTEREST INCOME AND OTHER INCOME

        ACCOUNTS 419/421
           DESCRIPTION OF ITEMS                              AMOUNTS
421-0 MISCELLANEOUS NON-OPERATING INCOME:
     EUA Cogenex:
          Management                                         229,164
          Accounting                                          90,000
          1994 True Up Adjustment Services Rendered         (143,654)
          Winchester Hospital                                 35,000
          Legal Fees                                           7,253
          Tescor Engineering                                 101,059
          Hackensack Engineering                               7,387
          NEMI Engineering                                     9,000
          Enersave Engineering                                50,555
          Sycom                                                7,668
          Miscellaneous (5,000)                               24,679
          Late Payment Interest Revenue                       67,956
          Cogen Reversal P & L                                39,835
                                                             525,902
     EUA Nova:
          Customer Service Chg.                               94,127
          Miscellaneous                                          406
          Allstate Radiant Settlement                        (15,000)
                                                              79,533
     EUA Citizens:
          Miscellaneous                                       11,406

     EUA Highland:
          Miscellaneous                                        2,335

     EUA Canada:
          Rose Tech.                                          13,449

              TOTAL FOR MISCELLANEOUS INCOME                 632,625


ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

ANALYSIS OF MISCELLANEOUS INCOME

INTEREST INCOME AND OTHER INCOME (Continued)

        ACCOUNTS 419/421

DESCRIPTION OF ITEMS                                         AMOUNTS
421.1 GAIN - DISP OF PROPERTY:

EUA Cogenex
     Ford Products                                            40,000
     Miscellaneous                                             4,851
                                                              44,851

EUA Nova
     Miscellaneous                                            17,754

                                         TOTAL                62,605


ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

SCHEDULE XVII

SCHEDULE OF EXPENSE DISTRIBUTION
BY
DEPARTMENT OR SERVICE FUNCTION

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


DESCRIPTION OF ITEMS                        TOTAL     OVERHEAD   DEPARTMENT OR
                                            AMOUNT               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
       EQUIPMENT                                       NOT 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
                TOTAL EXPENSES
<TABLE>
<CAPITAL>
ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920

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


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

                         TOTAL      PARENT     OTHER            NON        END OF
                        AMOUNT      COMPANY    ASSOCIATES      ASSOCIATES  YEAR
<S>                    <C>          <C>         <C>             <C>        <C>
NOT APPLICABLE
    TOTAL
</TABLE>
<TABLE>
<CAPTION>
ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

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 include d within the subaccount need be shown.  Provide a
subtotal for each type of service.

                                                                   RELATIONSHIP
                                                                   A = ASSOCIATE
FROM WHOM PURCHASED                   ADDRESS                      NA = NON ASSOC.     AMOUNT

<S>                                 <C>                           <C>                  <C>
EUA COGENEX CORPORATION

OUTSIDE SERVICES-LEGAL:
 Charlotte Murphy                 Pine Ridge Rd, N. Andover, MA         NA               5,425
 Martha Smith                     Shasta Dr, Londonderry, NH            NA              22,272
 McDermott, Will and Emery        State Street, Boston, MA              NA             179,473
 Tillinghast, Collins and Graham  Weybosset St, Providence, RI          NA              14,964
 Amortization of previously
   deferred legal charges                                               NA              35,677
 Allocation of EUA Service
   Company Fees                   W. Bridgewater, MA                     A              24,286
 Various (24)                                                           NA              17,657

OUTSIDE SERVICES-ACCOUNTING:
     Coopers and Lybrand          Box 3026, Boston, MA                  NA              47,296
     Allocation of EUA Service
       Company Fees               W. Bridgewater, MA                     A               7,156

OUTSIDE SERVICES-E.D.P.:
     Allocation of EUA Service
       Company Fees               W. Bridgewater, MA                     A               9,462

OUTSIDE SERVICES-OTHER:
 Measuring and Monitoring
    Services, Inc.                Shrewsbury Ave, Tinton Falls, NJ      NA              32,612
 Allocation of EUA Service
    Company Fees                  W. Bridgewater, MA                     A              17,642
 Poppe Tyson, Inc.                Box 198261, Atlanta, GA               NA              12,042
 ECCO Staffing Services, Inc.     Box 26076, Newark, NJ                 NA              16,902
 Dun and Bradstreet               Box 5096, Westborough, MA             NA              24,784
 Natek                            Maple Ave, Saratoga Springs, NY       NA              46,060
  Inc. Business Resources         Commercial Wharf, Boston, MA          NA              34,980
    Various (87)                                                        NA             198,350

TOTAL EUA COGENEX                                                                      747,040

</TABLE>

ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

OUTSIDE SERVICES EMPLOYED  -(Continued)
ACCOUNT 923

                                                      RELATIONSHIP
                                                      A = ASSOCIATE
FROM WHOM PURCHASED                  ADDRESS          NA = NON ASSOC.   AMOUNT

EUA DAY

OUTSIDE SERVICES-LEGAL:
     Various (7)                                             NA           (151)


OUTSIDE SERVICES-BLDG & MAINT:
     JP Services              Martz Rd, Farmington, NY       NA          4,282
     ATT                      Box 371430, Pittsburgh, PA     NA          4,754
     Various (95)                                            NA          9,916

TOTAL EUA DAY                                                           18,801

EUA CITIZENS

OUTSIDE SERVICES-LEGAL:
     Various (2)                                             NA            175

OUTSIDE SERVICES-OTHER:
     Various (12)                                            NA          6,973

TOTAL EUA CITIZENS                                                       7,148


EUA HIGHLAND

OUTSIDE SERVICES-MANAGEMENT:
     Various (2)                                             NA            895

OUTSIDE SERVICES-LEGAL:
     Various (5)                                             NA          1,591

OUTSIDE SERVICES-ACCOUNTING:
     Various (1)                                             NA             46

OUTSIDE SERVICES-OTHER:
     Various (46)                                            NA          5,613

TOTAL EUA HIGHLAND                                                       8,145

<TABLE>
<CAPTION>

ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

OUTSIDE SERVICES EMPLOYED  -(Continued)
ACCOUNT 923
                                                                     RELATIONSHIP
                                                                     A = ASSOCIATE
FROM WHOM PURCHASED                            ADDRESS               NA = NON ASSOC.    AMOUNT
<S>                                     <C>                          <C>                <C>
     EUA NOVA
OUTSIDE SERVICES-LEGAL:
     Rodey, Dickason, Sloan             3rd St NW, Albuquerque, NM           NA         9,097
     Hinckley, Allen and Synder         Fleet Center, Providence, RI         NA         2,770
     McDermott, Will and Emery          State Street, Boston MA              NA         6,515
     Various (9)                                                             NA         7,014

OUTSIDE SERVICES-ENGINEERING:
     Various (1)                                                             NA           360

OUTSIDE SERVICES-OTHER:
     NE Research                         S. Main St, Providence, RI          NA           330
     Various (11)                                                            NA        10,113

OUTSIDE SERVICES-BLDG & MAINT:
     Various (2)                                                             NA           368

OUTSIDE SERVICES-COMMISSIONS:
     Tony Allen         Malvern Rd, Hot Springs, AZ                          NA        18,208
     Matt Kiley         Green Bay Rd, Post Groton, T                         NA        39,344
     Various (7)                                                             NA        11,426

TOTAL EUA NOVA                                                                        105,545

TOTAL OUTSIDE SERVICES EMPLOYED                                                       886,679
</TABLE>


        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995

        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

EUA Nova
    Miscellaneous                  Various                  (367)

EUA Day
    Miscellaneous                  Various                   436

EUA Citizens
    Miscellaneous                  Various                 2,160

    TOTAL                                                  2,229


ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

        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 Cogenex Corp.
 EUA Service Corporation Allocated Expenses                         70,285
 Capitalization of EUA Service Corporation Allocated Expenses     (209,002)
 Conference Employee Training, Seminar and Conference Fees          15,402
 Petty Cash Expense, Letter of Credit & Bank Charges                58,487
 Franchise & Annual Report Filing Fees                               8,731
 Miscellaneous                                                      58,300
 Billing of Management Fees                                        (62,464)
 VA Hospital                                                       249,434
 Director's Fees                                                    29,200
                                                                   218,353

EUA Nova
 Conference, Employee Training, Seminar & Conference Fees              285
 Miscellaneous                                                         820
                                                                     6,105

EUA Day
     Small Tools                                                     9,596
     Plan & Specs                                                    1,716
                                                                    11,312
NEMI
     Miscellaneous                                                      86

EUA Citizens Corporation
     Conference Employee Training, Seminar & Conference Fees         2,038
     Miscellaneous                                                      76
                                                                     2,114

EUA Highland Corporation
     Miscellaneous                                                     829

                                      TOTAL                        238,799


ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

        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
EUA Cogenex Corp
     Building Rents                                      300,513
     Automobile Leasing                                   13,513
     Data Processing and Other Equipment Rents           179,714
                                                         494,198

EUA Nova Corp
     Building Rents                                      219,811
     Automobile Leasing                                   23,205
                                                         243,016

EUA Day
     Building Rents                                       21,079
     Automobile Leasing                                   17,553
                                                          38,632

EUA NEMI
     Building Rents                                       11,479
     Data Processing & Other Equipment Rents                 509
                                                          11,988

EUA Citizens Corporation
     Building Rents                                       20,983
     Data Processing and Other Equipment Rents            10,249
                                                          31,232

EUA Highland Corporation
     Building Rents                                       20,966
     Data Processing and Other Equipment Rents             1,586
                                                          22,552

                                      TOTAL              841,618


        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995


        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
EUA Cogenex Corporation:
 Other Than U.S. Government Taxes:
   State of MA Unemployment Compensation                   23,863
   State of NY Unemployment Compensation                   17,365
   MA Health Insurance                                      1,231
   State of Pennsylvania Unemployment                       1,614
   State of New Jersey Unemployment                           281
   State of New Jersey Disability                             791
   State of California Unemployment and Training            1,974
   Property Taxes                                           1,016
   State of Maryland Unemployment                             119
   State of Maine Unemployment                                451
   State of Virginia Employer Tax                             (36)
   State of Georgia Unemployment                              229
   State of Washington Unemployment                         6,063
   State of Texas Employment Tax                             (259)
   Miscellaneous Taxes                                     74,883
          Total                                           129,585

 U.S. Government Taxes:
  Federal Unemployment Compensation                        9,520
  F.I.C.A. (Net of A & G Credit)                         127,459
          Total                                          136,979

TOTAL                                                    266,564


        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995

        TAXES OTHER THAN INCOME TAXES
        ACCOUNT 408.1

K I N D   O F   T A X                                    AMOUNT
EUA Nova:
 Other Than U.S. Government Taxes:
     State of MA Unemployment Compensation               (4,986)
     State of NY Unemployment Compensation                  389
     MA Health Insurance                                     67
     State of New Jersey Unemployment                       383
     State of New Jersey Disability                         380
     State of California Unemployment and Training        2,242
     Property Taxes                                      21,407
     State of Florida Unemployment                          189
     State of Georgia Unemployment                          216
     State of Rhode Island Unemployment                  38,922
     State of Rhode Island Job Development                1,488
     State of Arkansas Unemployment                         287
     State of Michigan Unemployment                          86
     State of Ohio Employer Taxes                           583
     Miscellaneous Taxes                                 24,698
                                                         86,351

 U.S. Government Taxes:
     Federal Unemployment Compensation                    3,592
     F.I.C.A. (Net of A & G Credit)                     174,754
                                                         78,346

                                             TOTAL      264,697
EUA Day:
     Other Than U.S. Government Taxes:
          Property Taxes                                 10,659
          State of New York Unemployment                 21,971
          State of New York Sales & Use                  11,269
          Miscellaneous Taxes                                20
                                                         43,919

     U.S. Government Taxes:
          Federal Unemployment Compensation               3,402
           F.I.C.A. (Net of A & G Credit)               148,555
                                                        151,957

                                              TOTAL     195,876

EUA NEMI:
     Other Than U.S. Government Taxes:
          Property Taxes                                    245
          Miscellaneous Taxes                                70

                                              TOTAL         315


        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995

        TAXES OTHER THAN INCOME TAXES
        ACCOUNT 408.1

K I N D   O F   T A X                                    AMOUNT
EUA Citizens:
     Other Than U.S. Government Taxes:
         State of MA Unemployment Compensation             3,367
         State of California Unemployment and Training       486
         State of North Carolina Unemployment                211
         Miscellaneous Taxes                                 181
                                                           4,245

     U.S. Government Taxes:
         Federal Unemployment Compensation                   792
         F.I.C.A. (Net of A & G Credit)                   16,538
                                                          17,530

                                                  TOTAL   21,575

EUA Highland Corporation:
     Other Than U.S. Government Taxes:
           Property Taxes                                   (440)
           State of Colorado Unemployment                 (5,248)
           Miscellaneous Taxes                            14,520
                                                           8,832

     U.S. Government Taxes:
            Federal Unemployment Compensation               (324)

                                                  TOTAL    8,508

        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995

        DONATIONS
        ACCOUNT 426.1


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


NAME OF RECIPIENT                PURPOSE OF DONATION      AMOUNT

EUA Cogenex:
     Alliance                                              2,500
     Miscellaneous (11)                                    2,855
                                                           5,355

EUA Nova:
     Miscellaneous (1)                                       100
                                                             100

                             TOTAL                         5,455



ANNUAL REPORT OF EUA COGENEX CORPORATION
For the Year Ended December 31, 1995

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

EUA Cogenex Corporation:
     Development Costs          Sycom                      48,683
                                Miscellaneous (11)          2,714

             TOTAL                                         51,397


ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

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 29.


        ANNUAL REPORT OF EUA COGENEX CORPORATION
        For the Year Ended December 31, 1995
        SCHEDULE OF TERMINATED CONTRACTS

INFORMATION REQUIRED FOR THIS TABLE HAS BEEN FILED UNDER CONFIDENTIAL TREATMENT
REQUEST.


        ANNUAL REPORT OF EUA COGENEX CORPORATION
        For the Year Ended December 31, 1995
        SCHEDULE OF PROJECT VALUES

INFORMATION REQUIRED FOR THIS TABLE HAS BEEN FILED UNDER CONFIDENTIAL TREATMENT
REQUEST.


        ANNUAL REPORT OF EUA COGENEX CORPORATION

        For the Year Ended December 31, 1995

        SCHEDULE OF ESTIMATED KILOWATTS SAVED


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


UTILITY SPONSOR                        ESTIMATED CURRENT      ESTIMATED
                                       YEAR KILOWATTS         CUMULATIVE
                                          SAVED               KILOWATTS SAVED


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


Public Service Electric & Gas Co. (3)         574               13,240


Orange and Rockland Utilities Inc. (2)        151                2,670


Central Maine Power Company (1)                 0               10,558


Rochester Gas and Electric Corp. (2)          963                5,967


Rockland Electric Company (3)                  -0-                 381


Massachusetts Electric (1)                     -0-                  88


Boston Edison (1)                              -0-              21,230


Consolidated Edison (2)                     1,000                5,643


Jersey Central Power and Light (3)          2,740                2,740


                             TOTAL          5,428               67,808

        (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, 1995
        PROJECT INCOME STATEMENT

INFORMATION REQUIRED FOR THIS TABLE HAS BEEN FILED UNDER CONFIDENTIAL TREATMENT
REQUEST.


ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

ORGANIZATIONAL STRUCTURE - EUA COGENEX CORPORATION


     President

        Executive Vice President

                Vice President and Assistant Comptroller
                     Manager of Personnel
                     Accounting Manager
                Director of Operations
                Manager of Commercial Finance
                Director of Project Development

        Vice President of Business Development


                Marketing Manager
                Director of Sales - Region 1
                Director of Sales - Region 2
                Director of Sales - Region 3

        Vice President of Engineering

                Manager Engineering and Construction - New York
                Manager Engineering and Construction - Lowell


ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

ORGANIZATIONAL STRUCTURE - EUA NOVA


          Vice President/General Manager


                Manager Administration and Accounting
                Manager of Purchasing
                Regional General Manager
                Manager of Engineering & Manufacturing

ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

ORGANIZATIONAL STRUCTURE - EUA DAY


        General Manager

                        Business Manager

                        Operations Manager


ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

ORGANIZATIONAL STRUCTURE - EUA CITIZENS CORPORATION

President

        Vice President

        Project Manager - Housing Operations
        Project Manager - Utility Program
        Senior Construction Manager
        Senior Financial Analyst

ANNUAL REPORT OF EUA COGENEX CORPORATION

For the Year Ended December 31, 1995

ORGANIZATIONAL STRUCTURE - EUA HIGHLAND


    President

      Vice President of Engineering and Construction

               Vice President - Lighting
               Vice President - Mechanical


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/ Clifford J. Hebert, Jr.
                                (Signature of Signing Officer)


                                Clifford J. Hebert, Jr., Treasurer
                                (Printed Name and Title of Signing Officer)



                                Date: May 7, 1996


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<S>                             <C>
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<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<BOOK-VALUE>                                  PER-BOOK
<NET-SERVICE-COMPANY-PROPERTY>                   61159
<TOTAL-INVESTMENTS>                              92666
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<TOTAL-DEFERRED-DEBITS>                           3058
<OTHER-ASSETS-AND-DEBITS>                         6413
<TOTAL-ASSETS-AND-DEBITS>                       205012
<TOTAL-PROPRIETARY-CAPITAL>                      52584
<TOTAL-LONG-TERM-DEBT>                          112500
<NOTES-PAYABLE>                                  14366
<NOTES-PAYABLE-ASSOCIATE-COMP>                       0
<OTHER-CURR-AND-ACCRUED-LIAB>                    22965
<TOTAL-DEFERRED-CREDITS>                          2548
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<MISC-INCOME-OR-LOSS>                             3338
<TOTAL-INCOME>                                   67569
<SALARIES-AND-WAGES>                              6152
<EMPLOYEE-PENSION-AND-BENEFIT>                     888
<OTHER-EXPENSES>                                 68433
<TOTAL-EXPENSES>                                 75473
<NET-INCOME>                                    (7904)
<TOTAL-EXPENSES-DIRECT-COST>                     66602
<TOTAL-EXPENSES-INDIRECT-COST>                       0
<TOT-EXP-DIRECT-AND-INDIRECT>                    66602
<PERSONNEL-END-OF-YEAR>                            119
        


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