<PAGE>
File No. 70-9135
SECURITIES AND EXCHANGE COMMISSION
450 Fifth Street, N.W.
Washington, DC 20549
AMENDMENT NO. 3
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
(Name of Top Registered Holding Companies)
Thomas W. Bennet, Jr. Kirk L. Ramsauer
Vice President and Treasurer, General Counsel and Clerk of Yankee
580 Main Street 25 Research Drive
Bolton, Massachusetts 01740 Westborough, Massachusetts 01582
(Names and addresses of Agents for Service)
<PAGE>
Item 1 Borrowings from Bank(s): is further amended by adding
the following to the end of the last paragraph of that section:
In that File No. 70-9151, Northeast Utilities (NU) makes
such demonstration by providing the following determinations:
(i) NU's aggregate investment in EWGs and FUCOs (i.e,
amounts invested in or committed to be invested in EWGs and
FUCOs, for which there is no recourse to NU) does not exceed 50%
of the NU system's consolidated retained earnings as reported for
the four most recent quarterly periods on NU's Form 10-K and
10-Qs. At September 30, 1997, the ratio of such investment ($78
million) to such consolidated retained earnings ($702 million)
was 11.1 percent.
(ii) Central Termica San Miguel de Tucuman, S.A. Ave Fenix
and Plantas Eolicas, S.A. (NU's only EWGs or FUCOs at this time)
maintain books and records, and prepares financial statements in
accordance with Rule 53(a)(2). Furthermore, NU has undertaken to
provide the Commission access to such books and records and
financial statements, as it may request.
(iii)No employees of the NU system's public utility
companies have rendered services to the EWGs/FUCOs.
(iv) NU has submitted (a) a copy of each Form U-1 and Rule
24 certificate that has been filed with the Commission under Rule
53 and (b) a copy of Item 9 of the Form U5S and Exhibits G and H
thereof to each state regulator having jurisdiction over the
retail rates of the NU system public utility companies.
(v) Neither NU nor any NU subsidiary has been the subject of
a bankruptcy or similar proceeding unless a plan of
reorganization has been confirmed in such proceeding. In
addition, although NU's average consolidated retained earnings
(CREs) for the four most recent quarterly periods has decreased
by 10% or more from the average for the previous four quarterly
periods (at 9/30/96, NU's CREs were $941 million; at 9/30/97,
NU's CREs were $702 million), NU's aggregate investment in
EWGs/FUCOs at such date ($78 million) did not exceed two percent
of NU's consolidated capital investment in utility operations
($133.7 million).
(vi) In the previous fiscal year, NU did not report
operating losses attributable to its investment in Encoe
Partners, unless such losses did not exceed 5 percent of NU's
consolidated retained earnings.
(The Company received this demonstration from NU for
inclusion in this statement.)
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment No. 3 to Form U-1 (Commission's File No. 70-9135) 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 General Counsel
Date: December 23, 1997
