NORTHEAST UTILITIES SYSTEM
POS AMC, 1997-01-28
ELECTRIC SERVICES
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<P>
                                                        FILE NO. 70-8875

                                   
                    SECURITIES AND EXCHANGE COMMISSION 
                           Washington, D.C. 20549
                       POST-EFFECTIVE AMENDMENT NO. 1
                              (AMENDMENT NO. 3)
                                     TO
                                   FORM U-1
              APPLICATION/DECLARATION WITH RESPECT TO (1) PROPOSED 
              REVOLVING CREDIT FACILITY FOR NORTHEAST UTILITIES ("NU"), 
              THE CONNECTICUT LIGHT AND POWER COMPANY ("CL&P") AND
              WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO") AND
              (2) INCREASES AND EXTENSIONS OF SHORT-TERM BORROWING
              LIMITS OF NU, CL&P, WMECO, PUBLIC SERVICE COMPANY
              OF NEW HAMPSHIRE, HOLYOKE WATER POWER COMPANY AND
              NORTH ATLANTIC ENERGY CORPORATION 
                                   UNDER
                 THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

            Northeast Utilities                 The Connecticut Light
    Western Massachusetts Electric Company      and Power Company
            174 Brush Hill Avenue               107 Selden Street
        West Springfield, MA  01090-0010        Berlin, CT 06037

 Holyoke Water Power Company        Public Service Company of New Hampshire
         Canal Street               North Atlantic Energy Corporation 
       Holyoke, MA  01040           1000 Elm Street
                                    Manchester, NH  03015 

           (Name of companies filing this statement and addresses of 
                         principal executive offices)

                             NORTHEAST UTILITIES
                   (Name of top registered holding company)

                              Robert P. Wax, Esq.
                 Vice President, Secretary and General Counsel
                       Northeast Utilities Service Company
                                107 Selden Street
                                Berlin, CT  06037
                      (Name and address of agent for service)

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

Jeffrey C. Miller, Esq.       David R. McHale       Richard C. MacKenzie   
Assistant General Counsel     Assistant Treasurer   Day, Berry & Howard
Northeast Utilities            - Finance            CityPlace I
Service Company               Northeast Utilities   Hartford, CT 06103-3499
107 Selden Street             Service Company       
Berlin, CT 06037              107 Selden Street
                              Berlin, CT 06037


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     The Application/Declaration in this proceeding is hereby further amended
as follows:

1.   The first two sentences of Paragraph 2 are hereby amended and restated   
     to read as follows:

     NU, CL&P and WMECO (sometimes, in the context of the Facility, called
     individually a "Borrower" and collectively "Borrowers") seek
     authorization to enter into a revolving credit agreement pursuant to
     which the Borrowers will be permitted to borrow from time to time, for a
     period of no more than 270 days, from one or more commercial banks or
     other lending institutions (the "Lenders") up to $313.75 million in the
     aggregate through a period ending three years after the closing date of
     the agreement.  Each Borrower will have its own maximum borrowing limit
     under the Facility as follows:  NU ($150 million), CL&P ($313.75
     million) and WMECO ($150 million). 


                                   SIGNATURES

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, as amended, the undersigned have duly caused this Amendment to be
signed on behalf of each of them by the undersigned thereunto duly
authorized.

Date:  January __, 1997       NORTHEAST UTILITIES
                              THE CONNECTICUT LIGHT AND POWER COMPANY
                              WESTERN MASSACHUSETTS ELECTRIC COMPANY
                              PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                              HOLYOKE WATER POWER COMPANY
                              NORTH ATLANTIC ENERGY CORPORATION



          

                         By:_________________________________
                              Jeffrey C. Miller
                              Assistant General Counsel
                              Northeast Utilities Service Company
                              Their Attorney



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