YANKEE ATOMIC ELECTRIC CO
POS AMC, 1994-02-04
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<PAGE>
                              
                                        File No. 70-8083


               SECURITIES AND EXCHANGE COMMISSION
                     450 Fifth Street, N.W.
                      Washington, DC 20549

                 Post-Effective Amendment No. 2

                               To

                            FORM U-1

                     APPLICATION/DECLARATION

                              UNDER

         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                            (the Act)


                 YANKEE ATOMIC ELECTRIC COMPANY
                         580 Main Street
                  Bolton, Massachusetts  01740

(Name of Company filing This Statement and
Address of Principal Executive Office)

NEW ENGLAND ELECTRIC SYSTEM

and

NORTHEAST UTILITIES

(Names of Top Registered Holding Companies)



H. T. Tracy, Jr.                        Kirk L. Ramsauer
Vice President, Treasurer, and CFO      Assistant General Counsel
580 Main Street                         25 Research Drive
Bolton, Massachusetts  01740            Westborough, MA 01582

           (Names and Addresses of Agents for Service)
<PAGE>
     Item 1 of Post-Effective Amendment No. 1 to Form U-1
Application/Declaration filed January 14, 1994, is hereby
restated as follows:

          By Order dated December 16, 1992, this Commission
          authorized Yankee Atomic Electric Company (Yankee
          Atomic) to borrow up to $3 million at any one time by
          short-term borrowings through December 31, 1993.  

          Yankee Atomic now requests that the Commission increase
          its short-term borrowing authority to $10 million at
          any one time and extend said authority through December
          31, 1995.  All other terms and conditions as set forth
          in the 1992 Order shall remain the same.

          On February 26, 1992, Yankee Atomic's Board of
          Directors decided to cease permanently the production
          of power from Yankee Atomic's only generating plant, a
          185 MW nuclear facility located in Rowe, Massachusetts. 
          Yankee Atomic filed its plan to decommission this plant
          with the Nuclear Regulatory Commission in later 1993. 
          Acting through its Nuclear Services Division, the
          nature of Yankee Atomic has changed to that of a
          service type company.  Yankee Atomic currently has
          authority to enter into a service type business by
          Commission File No. 70-4636, HCAR  No. 16141, dated
          August 20, 1968.  Yankee Atomic expects to provide
          services in an amount between $50 and $60 million
          during 1994.  In order to more adequately finance its
          working capital needs, Yankee Atomic believes that a
          $10 million, short term borrowing authority is
          required.  

          Yankee Atomic does not have an ownership interest in an
          exempt wholesale generator ("EWG") or foreign utility
          company ("FUCO") as defined in Sections 32 and 33 of
          the Act.  Additionally, Yankee Atomic is not a party,
          nor has any rights under, a service, sales, or
          construction agreement with a EWG or FUCO, and does not
          have any current intention to secure an ownership
          interest in an EWG or FUCO.  None of the proceeds of
          the transaction proposed will be used by Yankee Atomic,
          New England Electric System, Northeast Utilities, or
          any affiliated company for acquisition of an interest
          in a EWG or FUCO.
<PAGE>
                            SIGNATURE

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

                                   YANKEE ATOMIC ELECTRIC COMPANY


                                   s/ Kirk L. Ramsauer

                                                                 
                                   Kirk L. Ramsauer
                                   Clerk and Assistant General Counsel


Date:  February 4, 1994















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