NORTHEAST UTILITIES SYSTEM
U-1/A, 1997-09-29
ELECTRIC SERVICES
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                             File No. 70-9045

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                              AMENDMENT NO. 3
                                    to
                                 FORM U-1

APPLICATION/DECLARATION WITH RESPECT TO THE ORGANIZATION OF A WHOLLY OWNED
SUBSIDIARY RELATED TO AN ACCOUNTS RECEIVABLE PURCHASE AND SALE PROGRAM AND
                           RELATED TRANSACTIONS
                                   under
                  THE PUBLIC HOLDING COMPANY ACT OF 1935

                  THE CONNECTICUT LIGHT AND POWER COMPANY
                             107 Selden Street
                           Berlin, CT 06037-5457

(Name of companies filing this statement and address of principal executive
                                  office)

                            NORTHEAST UTILITIES

       (Name of top registered holding company parent of declarant)

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

                  (Name and address of agent for service)

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

       David R. McHale                       Jeffrey C. Miller, Esq.
    Assistant Treasurer -                The Connecticut Light and Power
           Finance                                    Company
  Assistant General Counsel                 Northeast Utilities Service
 Northeast Utilities Service                          Company
           Company                                  P.O. Box 270
        P.O. Box 270                          Hartford, CT 06141-0270
   Hartford, CT 06141-0270

                         Thomas R. Wildman, Esq.
                    Day, Berry & Howard - CityPlace I
                         Hartford, CT 06103-3499

<PAGE>
     The Application/Declaration in this proceeding is hereby amended by

the filing of the amended and restated exhibits listed in the "Index to

Exhibits Filed with Amendment No. 3 to Form U-1 of The Connecticut Light

and Power Company" attached to this Amendment.

<PAGE>
                                SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act

of 1935, as amended, the undersigned has duly caused this statement to be

signed on its behalf by the undersigned thereunto duly authorized.

Dated: September 29, 1997



                         THE CONNECTICUT LIGHT AND POWER COMPANY



                         By
/s/Robert C. Aronson
                              Robert C. Aronson
                              Assistant Treasurer
<PAGE>
                             File No. 70-9045

                       INDEX TO EXHIBITS FILED WITH
                              AMENDMENT NO. 3
                                    to
                                 FORM U-1
                                    of

                  THE CONNECTICUT LIGHT AND POWER COMPANY


(a)  Exhibits

     H.1  Estimated Expenses - CL&P

     H.2  Estimated Expenses - Annual CRC

<PAGE>


                                                      EXHIBIT H.1
<TABLE>
<CAPTION>

           SCHEDULE OF ESTIMATED FEES, COMMISSIONS AND EXPENSES
                                   CL&P


<S>                                        <C>
   Legal Fees
      Counsel to the Purchaser and Agent      65,000
      Counsel to the Applicants               50,000

   Northeast Utilities Service Company        53,000
   (Financial, Accounting, Legal and Other 
    Fees and Services)

   Total Estimate of Fees, Commissions and 
    Expenses                                $168,000*

</TABLE>


   * It is estimated that approximately $60,000 will be related to the set
up of CRC.
<PAGE>

                                                      EXHIBIT H.2



        SCHEDULE OF ESTIMATED ANNUAL FEES, COMMISSIONS AND EXPENSES

                                    CRC


   Independent Director Fees                 $10,000

   Audit Fees                                 15,000

   Total Estimate of Annual Fees, Commissions and Expenses $25,000
<PAGE>


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