File No. 70-7426


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                        POST-EFFECTIVE AMENDMENT NO. 5 TO

                                    FORM U-1

            APPLICATION-DECLARATION WITH RESPECT TO ORGANIZATION AND
                     FINANCING OF A WHOLLY-OWNED SUBSIDIARY

                                      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
      The application-declaration on Form U-1 dated August 7, 1987, as amended
by Amendment No. 1 dated September 9, 1987, Amendment No. 2 dated September 14,
1987, Amendment No. 3 dated September 24, 1987, Amendment No. 4 dated November
24, 1987, Post-Effective Amendment No. 1 dated November 7, 1988, Post-Effective
Amendment No. 2 dated December 1, 1988, Post-Effective Amendment No. 3 dated
December 22, 1988 and Post-Effective Amendment No. 4 dated January 24, 1990, is
hereby amended to add the following paragraph to Item 1:


ITEM 1.   DESCRIPTION OF THE PROPOSED TRANSACTIONS.

     By order dated December 4, 1987, as amended January 11, 1988 (Release No.
35-24515A), EUA Energy was authorized, among other things, to engage in certain
research activities focused primarily on energy and energy conservation and to
invest, directly or indirectly, up to an aggregate of $2 million for the
conduct of such energy and energy conservation research.  EUA Energy has
invested approximately $1,850,000 of its authorized $2,000,000 available for
investment in energy and energy conservation research (see File No. 70-8283).
To enable EUA Energy to continue to fulfill its corporate purposes including,
without limitation, the exploration of viable energy and energy conservation
projects, the Applicants hereby request authorization for EUA Energy to invest
an additional aggregate total of $5,000,000 in energy and energy conservation
research, such funds to be allocated for such use by EUA Energy from the
amounts previously authorized and available for investment in EUA Energy by EUA
under the aforementioned amended order (Release No. 35-24515A).


                                    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:  February 4, 1994