Various alkylating and acylating agents, with different electrophilicity, were allowed to react with polyaniline "emeraldine base" (Pan-EB) or its anion. Replacing the N-hydrogens of polyaniline by Various acyl or benzyl groups strongly affected the solubility and the electrical conductivity of the polymer. Neutral Pan-EB was reacted with benzoyl chloride, p-t-butylbenzoyl chloride or pivaloyl chloride in N,N’-dimethylpropylene urea (DMPU) solutions. While the benzoyl and pivaloyl derivatives showed very poor solubility in common organic solvents, the p-t-butylbenzoyl derivative was readily soluble in THF, chloroform, DMSO, etc. As expected, these acyl derivatives showed diminished electrical conductivity relative to that of the parent Pan-EB. Benzyl chlorides did not react with neutral Pan-EB. Attempts to prepare solutions of the nitrogen anion of Pan-EB by reaction with sodium hydride in DMSO or DMPU led invariably to crosslinked insoluble material. This was ascribed to Michael addition of the formed nitrogen anions to the quinonimine moieties. However forming the nitrogen anion in presence of p-t-butylbenzyl chloride trapped it to form N-benzylated Pan-EB. This was a soluble high molecular weight, electrically conductive (4.3 x 10(-1) S cm(-1) as the hydrochloride) N-alkyl Pan-EB. Reacting Pan-EB with excess of both sodium hydride and benzyl chlorides led to film-forming per-benzylated Pan-leucoemeraldine reduced form.