File No. 70-8283

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 AMENDMENT NO. 5

                                       TO

                                    FORM U-1

                     APPLICATION-DECLARATION WITH RESPECT TO

                                PARTICIPATION BY

                        EUA ENERGY INVESTMENT CORPORATION

                       IN A JOINT VENTURE TO COMMERCIALIZE

             AN ENERGY RELATED COMPUTER SOFTWARE AND HARDWARE SYSTEM

                                      UNDER

                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                        EUA ENERGY INVESTMENT CORPORATION
                   P.O. Box 2333, Boston, Massachusetts 02107

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

                          EASTERN UTILITIES ASSOCIATES

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

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

                     (Name and address of agent for service)

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

                            ARTHUR I. ANDERSON, ESQ.
                             McDermott, Will & Emery
                                 75 State Street
                                Boston, MA 02109

     This Amendment No. 5 hereby re-labels as Paragraphs F through I,
respectively, the last four paragraphs of Part III of Item I of the
Application-Declaration on Form U-1 of EUA Energy Investment Corporation, as
previously amended by Amendments No. 1 through 4 thereto, and amends and
restates in its entirety the newly labelled Paragraph F as follows:


     F.   Requests For Authority for Financing The Joint Venture.  The
Applicant requests Commission authorization through December 31, 1996 for EEIC
to contribute the Computer System to TransCapacity L.P. in consideration for
the receipt of the general partnership interest in TransCapacity L.P. described
above.  In addition, the Applicant requests approval through December 31, 1996
to make additional capital contributions of up to $1,000,000 in TransCapacity
L.P.  The Applicant further requests authorization to make open account
advances or loans to TransCapacity L.P. in an aggregate amount not to exceed $2
million.  Each such open account advance or loan will be for a term not to
exceed five years and will bear interest at a rate of Prime plus six percent
(6%) if made prior to the Conversion Date (defined above) and at a rate of
Prime plus two percent (2%) if made on or after the Conversion Date.  The
Applicant will request further authorization to make any such open account
advances or loans after the second anniversary of the Conversion Date.


                                    SIGNATURE

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


                              EUA ENERGY INVESTMENT CORPORATION

                                   /s/ Clifford J. Hebert, Jr.
                              By:  ___________________________
                                   Clifford J. Hebert, Jr.
                                   Treasurer

Date:  January 21, 1994