35-CERT

               SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.

   In the matter of                           )
                                              )
EASTERN UTILITIES ASSOCIATES                  )
Boston, Massachusetts                         )
                                              )
EUA COGENEX CORPORATION                       ) Certificate of
Lowell, Massachusetts                         ) Notification
                                              ) Pursuant to
                                              ) Rule 24
   (70-8255)                                  )
                                              )
(Public Utility Holding Company Act of 1935)  )



   Eastern Utilities Associates and its wholly-owned subsidiary, EUA
Cogenex Corporation, in accordance with the Order of the Securities
and Exchange Commission entered in the above matter on December 8,
1993 (Release No. 35-25941), hereby certify pursuant to Rule 24 that:
(i) the initial closing of the acquisition of James L. Day Co., Inc.
by merger into EUA Cogenex Corporation, pursuant to which James L. Day
Co., Inc. became the EUA/Day division of EUA Cogenex Corporation, and
(ii) the post-closing purchase price adjustment for the above-
referenced acquisition, all as described in the Application-
Declaration, as amended, and filed in said matter were carried out on
December 20, 1993 and on April 29, 1994, respectively, in accordance
with the terms and conditions of and for the purposes represented by
said Application-Declaration, as amended, and said Order with respect
thereto; and enclosed herewith for filing pursuant to the above-
referenced Order are the the balance sheet, the income statement, and
the statement of cash flows of the EUA/Day division of EUA Cogenex
Corporation for the quarter ended June 30, 1994.

                                 EASTERN UTILITIES ASSOCIATES

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


                                 EUA COGENEX CORPORATION

                                 By: /s/ Basil G. Pallone
                                     Basil G. Pallone
                                     Vice President


Dated:  August 11, 1994

EX-99

                                       EUA DAY
                                    BALANCE SHEET
                                    JUNE 30, 1994
                                  ($ IN THOUSANDS)


                    ASSETS

Current assets:
          Cash and cash equivalents                               175
          Customer accounts receivable                          1,280
          Inventory                                               309
          Prepayments and other current assets                      0
                    Total current assets                        1,764


Property and equipment                                          1,507
Less: accumulated amortization                                   (630)

                    Net property and equipment                    877


Other non current assets:

          Deferred debits                                           0
          Other                                                   478

                                                                  478


                              Total assets                      3,119



                                    EUA DAY
                                 BALANCE SHEET
                                 JUNE 30, 1994
                               ($ IN THOUSANDS)





                    LIABILITIES


Current liabilities:
          Accounts payable - other                                390
                           - associated companies                  76
          Notes payable                                         1,117
          Accrued taxes                                             0
          Miscellaneous current liabilities                       202

                    Total current liabilities                   1,785


Other non current liabilities:

          Deferred credits                                          0
          Accumulated deferred income taxes                         0

                    Total other non current liabilities             0


Retained Earnings                                               1,334

                    Total liabilities and equity                3,119




                                EUA DAY
                              INCOME STATEMENT
                             SIX MONTHS ENDED
                               JUNE 30, 1994
                               (In thousands)





Operating Revenues                                  $3,185
Cost of Goods Sold                                   2,047

          Gross Profit                               1,138

Operating Expenses                                     886

          Income from Operations                       252

Other Income                                             0

Interest Expense:
   Interest Debt                                        40
   Other Interest                                       (1)
      Total Interest Expense                            39

          Net Income                                  $213


                   EUA DAY
           STATEMENT OF CASH FLOWS
  FOR THE SIX MONTHS ENDED JUNE 30, 1994




Cash flow from operating activities:

Net income                                                  $212,787
Adjustments to reconcile net income to net
    cash provided by operating activities:
        Depreciation and amortization                        33,651
        Other - net                                        (346,152)
        Changes in operating assets and liablilties         (30,583)

         Net cash used in operating activities             (130,297)


Cash flow from investing activities:

        Construction expenditures                           (23,711)

         Net cash used in investing activities              (23,711)


Cash flow from financing activities:

        Net increase in short-term debt                     150,000

         Net cash provided from financing activities        150,000


Net increase in cash and cash equivalents                    (4,008)

Cash and cash equivalents at beginning of year              158,740

Cash and cash equivalents at end of year                    $154,732



Supplemental disclosures of cash flow information:
    Cash paid during the year for:
            Interest, net of amounts capitalized                 $0