NORTHEAST UTILITIES SERVICE CO
U-1/A, 1994-12-27
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                                                  File No. 70-8515


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549

                           Amendment No. 2 to
                                FORM U-1

                         APPLICATION/DECLARATION
                               under the
               PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


                Connecticut Yankee Atomic Power Company
                    Northeast Nuclear Energy Company
               North Atlantic Energy Service Corporation
                    Northeast Utilities Service Company
                            107 Selden Street
                        Berlin, Connecticut  06037

               (Names of companies filing this statement
                and address of principal executive offices)



                           Northeast Utilities
                       New England Electric System

              (Name of top registered holding company parent
                 of each applicant or declarant except that
                 New England Electric System is the parent
              of only Connecticut Yankee Atomic Power Company)



                            Robert P. Wax, Esq.
                Vice President, Secretary and General Counsel 
                            Northeast Utilities
                               P.O. Box 270
                         Hartford, CT  06141-0270

                 (Names and address of agent for service)

The Commission is requested to mail signed copies of all orders, notices and
communications to:

     Cheryl W. Grise                         Jeffrey C. Miller, Esq.
     Senior Vice President - Human           Assistant General Counsel
     Resources and Administrative            Northeast Utilities 
     Services                                Service Company
     Northeast Utilities Service Company     P.O. Box 270
     P.O. Box 270                            Hartford, CT  06141-0270
     Hartford, CT  06141-0270




     Northeast Utilities Service Company, Connecticut Yankee Atomic Power
Company, Northeast Nuclear Energy Company and North Atlantic Energy Service
Corporation hereby amend their application/declaration on Form U-1 (File No.
70-8515) as follows:

Item 1. Description of Proposed Transaction

Paragraph 6 is hereby amended to read as follows:

6.   As share equivalent units vest, they will be paid out to the employees
in the form of Common Shares.  The shares will be purchased on the open
market by NUSCO on behalf of NNECO, North Atlantic and CYAPCO using general
corporate funds, and will be compensation expense of each such company.  If
the employee should terminate employment prior to the vesting of all of his
or her units, the unvested portion will be forefeited.  In the event of
death, disability, or retirement, any remaining restricted shares will
immediately vest and become unrestricted.


                                 SIGNATURES


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

                    NORTHEAST UTILITIES SERVICE COMPANY
                    NORTHEAST NUCLEAR ENERGY COMPANY
                    NORTH ATLANTIC ENERGY SERVICE CORPORATION
                    CONNECTICUT YANKEE ATOMIC POWER COMPANY           

                    By /s/Richard M. Early
                          Their Attorney

Dated:  December 27, 1994



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