YANKEE ATOMIC ELECTRIC CO
35-CERT, 1998-02-17
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<PAGE>
                                   File No. 70-8743

                   CERTIFICATE OF NOTIFICATION

                            (Rule 24)

                              to the

                SECURITIES AND EXCHANGE COMMISSION

                                by

          YANKEE ATOMIC ELECTRIC COMPANY (YANKEE ATOMIC)


  It is hereby certified that the transactions detailed below, which were
covered by the Statement on Form U-l as amended and the Order of the
Securities and Exchange Commission dated December 28, 1995 with respect
thereto, have been carried out in accordance with the terms and conditions of
and for the purposes represented in said Statement and Order of the
Commission, as follows:

  During the quarter ended December 31, 1997, Yankee Atomic made no new
money borrowings and had no short-term debt outstanding.

  The required "Past Tense" Opinion of Counsel is filed herewith.  

                            SIGNATURE

  Pursuant to the requirements of the Public Utility Holding Company Act of
l935, the undersigned company has duly caused this Certificate of Notification
to be signed on its behalf by the undersigned officer thereunto duly
authorized.

                         YANKEE ATOMIC ELECTRIC COMPANY

                          s/Thomas Bennett, Jr.
                         
                                                        
                         Thomas Bennet, Jr.
                         Vice President and Treasurer


Date: February 17, 1998



<PAGE>
                          EXHIBIT INDEX


Exhibit No.      Description            Page
- -----------      -----------            ----

 F            Past Tense Opinion        Filed
              of Counsel                herewith 




<PAGE>
                                              Exhibit F



      25 Research Drive, Westborough, Massachusetts 01582
      ===================================================






                              February 13, 1998


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC   20549

Re:   Yankee Atomic Electric Company
      File No.  70-8743

Dear Commissioners:

          An Application/Declaration on Form U-1, dated
November 17, 1995, and an amendment thereto, were filed with
your Commission in the above-referenced proceeding relating to
short-term borrowings by Yankee Atomic Electric Company (the
Company) from one or more banks through December 31, 1997.  An
order dated December 28, 1995 was issued by your Commission
authorizing the proposed transactions (HCAR No. 35-26002).

          I have reviewed the opinion of Robert King Wulff
dated December 28, 1995, filed as Exhibit F in File No. 70-
8743, and hereby confirm the statements made therein.  I have
been advised that the borrowings by the Company were in each
instance made on the terms and within the limitations set forth
in the filing and in said order.  Based on the foregoing, it is
my opinion that the transactions authorized in HCAR No. 35-
26002 were carried out in accordance with the
Application/Declaration as amended.

                              Very truly yours,

                              s/Kirk L. Ramsauer

                              Kirk L. Ramsauer
                              Associate General Counsel






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