NORTHEAST UTILITIES SYSTEM
U-1/A, 2000-11-22
ELECTRIC SERVICES
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                                                          FILE NO. 70-9755

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                AMENDMENT NO. 1
                                  TO FORM U-1

                            APPLICATION/DECLARATION
                                     UNDER
                  THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


Northeast Utilities                          Holyoke Water Power Company
Western Massachusetts Electric Company       1 Canal Street
174 Brush Hill Avenue                        Holyoke, MA 01040
West Springfield, MA 01090-0010

The Connecticut Light and Power Company      Public Service Company
Yankee Energy System, Inc.                   of New Hampshire
Northeast Utilities Service Company          North Atlantic Energy
Corporation
Northeast Nuclear Energy Company             1000 Elm Street
107 Selden Street                            Manchester, NH 03015
Berlin, CT 06037

Yankee Gas Services Company
599 Research Parkway
Meriden, Connecticut  06450

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

                               NORTHEAST UTILITIES
                     (Name of top registered holding company)

                                Cheryl W. Grise, Esq.
                 Senior 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

Jeffrey C. Miller                       David R. McHale
Assistant General Counsel               Vice President and Treasurer
Northeast Utilities                     Northeast Utilities
Service Company                         Service Company
P.O. Box 270                            P.O. Box 270
Hartford, CT 06141-0270                 Hartford, CT 06141-0270


The Application/Declaration in this file is hereby amended and restated
as follows:

                                    ITEM 1
                       DESCRIPTION OF PROPOSED TRANSACTIONS

                                 Introduction

1.   Northeast Utilities ("NU"), a public utility holding company registered
under the Public Utility Holding Company Act of 1935, as amended (the "Act"),
and The Connecticut Light and Power Company ("CL&P"), Western Massachusetts
Electric Company ("WMECO"), North Atlantic Energy Corporation ("NAEC"),
Public Service Company of New Hampshire ("PSNH"), Holyoke Water Power Company
("HWP"), Northeast Nuclear Energy Company ("NNECO") and Northeast Utilities
Service Company ("NUSCO"), each of which is a wholly-owned subsidiary of NU
and Yankee Energy System, Inc. ("YES"), a wholly-owned public utility holding
company subsidiary of NU and its wholly-owned public utility subsidiary
Yankee Gas Services, Inc., ("Yankee Gas"), (each of  the above companies
being an "Applicant" and collectively referred to herein as the "Applicants")
submit this application/declaration (the "Application") pursuant to Sections
6(a), 7, 9(a), 10, 12 and 13 of the Act and Rules 43, 45, 52, 90 and 91
thereunder with respect to the extension, from the date of the order
requested herein through June 30, 2003 (the "Authorization Period"), of
certain authorizations granted by the Commission in prior Commission orders
concerning (a) the issuance of notes or commercial paper by certain public
utility subsidiaries of NU to evidence short-term borrowings, (b) the
respective short-term borrowing limits of the public utility subsidiaries of
NU and (c) participation by the Applicants in the NU System Money Pool as
described herein.

2.   By order dated December 28, 1994 (HCAR No. 26207) and Supplemental
Orders dated November 20, 1996 (HCAR 26612), February 11, 1997 (HCAR 26665),
March 25, 1997 (HCAR 26692), May 29, 1997 (HCAR 26721), January 16,1998 (HCAR
26816), May 13, 1999 (HCAR 27022), November 17, 1999 (HCAR 27103) and
November 13, 2000  (collectively, the "Prior Short-Term Debt Orders"), NU,
CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas are currently (a)
authorized to make unsecured short-term borrowings, subject to certain
limits, through December 31, 2000 and (b) authorized to participate in the
money pool for companies in the Northeast Utilities System (the "NU System
Money Pool"), as more fully described in the application-declaration on Form
U-1, as amended, in File No. 70-8875.   <FN1>

(FN1) On October 12, 1999, NU and Consolidated Edison, Inc. ("CEI") entered
into an Agreement and Plan of Merger whereby the two companies agreed to
merge and NU will become a wholly-owned subsidiary of CEI.  An
application/declaration on Form U-1 concerning the merger is pending before
the Commission (see File No. 9613, as amended).  In addition, NU and CEI
filed an Application/Declaration on Form U-1 on June 30, 2000 concerning the
financing activities of the combined companies subsequent to the closing of
the merger (see File No. 9711).  Among the authorizations requested in file
9711 are short-term debt authorizations and money pool authorization similar,
insofar as they relate to the NU System, to the request being made in this
file.  It is not currently anticipated that the merger will be consummated
prior to December 31, 2000, the expiration date of the Prior Short-Term Debt
Orders.   In the event the merger closes prior to December 31, 2000, this
Application will be withdrawn.  In the event the merger closes after December
31, 2000, the Order issued in this file will be superseded by the Order
issued in File No. 9711 when and if issued.



                             Short-term Borrowing

3.   In this Application-Declaration, the Applicants seek an order of the
Commission modifying and extending through the Authorization Period the
authorization granted in the Prior Short-Term Debt Orders for the short-term
borrowing arrangements of NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and
Yankee Gas (collectively the "Borrowers").  In order to consolidate all
orders authorizing financing under one file, the Applicants propose that the
Order of the Commission sought herein will supersede the Prior Short-Term
Debt Orders, as of the date of such Order.  The short-term borrowings for the
Borrowers have taken and will take a variety of forms, including short-term
notes issued to bank and non-bank lending institutions through formal and
informal credit lines ("Short-term Notes"), commercial paper issuances
("Commercial Paper"), loans or open-account advances by NU to certain of its
subsidiaries and use of the NU System Money Pool.  In addition, CL&P, WMECO,
PSNH, NAEC, HWP, NNECO, YES and Yankee Gas propose, through the Authorization
Period, to borrow from NU and each other, and to lend to each other, all
under the NU System Money Pool, in outstanding principal amounts set forth
herein.

4.   Short-term Notes.  The following general terms will be applicable to the
financing transactions requested to be authorized hereby.  The effective cost
of money on borrowings occurring pursuant to the authorization granted under
this Application will not exceed 500 basis points over the base rate in
effect from time to time of the bank or financial institution identified for
such purpose with respect to the relevant financing or, if no such base rate
is identified, the base rate in effect from time to time of a representative
money center bank.  The maturity of debt incurred will not exceed 364 days.
Borrowings from banks and other financial institutions may be either
unsecured or secured, which security may involve first mortgage bonds or
other appropriate collateral.  To the extent required, the provision of any
collateral to secure debt incurred pursuant to this Application will be
approved by applicable state regulatory commissions.  Specific terms of any
borrowings will be determined by the Borrowers at the time of issuance and
will comply in all regards to the parameters of financing authorizations set
forth above.  A copy of any new note or loan agreement executed pursuant to
this Authorization will be filed under cover of the next quarterly report
under Rule 24.

5.   Commercial Paper.  NU, CL&P, WMECO, Yankee Gas and PSNH  (each an
"Issuer") request authority to sell Commercial Paper through the
Authorization Period.  Such Commercial Paper may  be issued through The
Depository Trust Company in the form of book entry notes in denominations of
not less than $50,000, of varying maturities, with no maturity more than 270
days after the date of issue.  The Commercial Paper will not be repayable
prior to maturity.  The Commercial Paper will be issued at rates not to
exceed the rate per annum prevailing at the time of issuance for commercial
paper of comparable qualities and maturities.  The Commercial Paper will be
sold through a placement agent or agents in a co-managed commercial paper
program pursuant to a placement agent agreement at either the discount rate
per annum or the interest rate per annum prevailing at the date of issuance
for commercial paper of comparable quality and of the particular maturity
sold by public utility issuers thereof.  No Commercial Paper will be issued
unless the Issuer believes that the effective interest cost to the Issuer
will be equal to or less than the effective interest rate at which the Issuer
could issue Short-Term Notes in an amount at least equal to the principal
amount of such Commercial Paper.  The placement agent or agents will receive
a commission for the sale of the Commercial Paper of not more than 1/8 of 1%
per annum, on a discounted basis.  The Issuers will publicly issue and sell
commercial paper without registration under the Securities Exchange Act of
1933 in reliance upon one or more applicable exemptions from registration
thereunder.

6.   Use of Proceeds.  The proceeds from the short-term borrowings authorized
by the Commission pursuant to this Application will be used for (i) general
corporate purposes, including investments by and capital expenditures of NU
and its subsidiaries, including, without limitation, the funding of future
investments in exempt wholesale generators ("EWG"), Foreign Utility Companies
("FUCO"), Rule 58 Subsidiaries, and exempt telecommunications companies
("ETC"), (ii) the repayment, redemption, refunding or purchase by NU or any
subsidiary of any of its own securities from non-affiliates pursuant to Rule
42, and (iii) financing working capital requirements of NU and its
subsidiaries.

7.   NU represents that no financing proceeds will be used to acquire the
securities of, or other interests in, any company unless such acquisition has
been approved by the Commission in a separate proceeding or is in accordance
with an available exemption under the Act or rules thereunder, including
Sections 32 and 33 and Rules 53, 54 and 58.  NU states that the aggregate
amount of proceeds of financing approved by the Commission in this proceeding
used to fund investments in EWGs and FUCOs will not, when added to NU's
"aggregate investment" (as defined in Rule 53) in all such entities at any
point in time, exceed 50% of NU's average "consolidated retained earnings"
(also as defined in Rule 53), except for the investment of up to $481 million
or 83% of "average consolidated retained earnings" in Northeast Generation
Company as was authorized by the Commission in HCAR 27148 (March 7, 2000),
without further Commission authorization.  Further, NU represents that
proceeds of financing utilized to fund investments in Rule 58 Subsidiaries
will adhere to the limitations of that rule.



                                Money Pool

8.   By the Prior Short-Term Debt Orders, NU, CL&P, WMECO, HWP, NNECO, YES
and Yankee Gas were authorized to participate in
the NU System Money Pool.  In this Application-Declaration, the Applicants
seek an Order of the Commission modifying and extending through the
Authorization Period the authorization granted in the Prior Short-Term Debt
Orders for their money pool participation and, in order to consolidate all
orders authorizing the NU System Money Pool under one file, the Applicants
propose that the authorization for the current NU System Money Pool in the
Prior Short-Term Debt Orders, be superseded by the Order of the Commission
sought herein as of the date of such Order. (FN2)  The NU System Money Pool
is administered on behalf of the Applicants by NUSCO under the direction of
an officer in the NUSCO Treasury Organization.  (FN3)  The NU System Money
Pool currently consists principally of surplus funds received from Pool
Participants, including NU, the Applicants and other companies in the NU
System.   In addition to surplus funds, funds borrowed by
NU through the issuance of short-term notes or other borrowings, or by the
selling of commercial paper are a source of funds for making loans or open
account advances to certain of its subsidiaries through the NU System Money
Pool.  The amounts to be borrowed by NU for the purpose of making open
account advances or to be lent through the NU System Money Pool to the
Applicants will be subject to the limits on the aggregate short term debt
outstanding for which approval is sought in this filing.





(FN2) PSNH is authorized by state order to participate in the NU System Money
Pool but is currently restricted from  lending funds to the NU System Money
Pool pursuant to a subsequent order of the New Hampshire Public Utilities
Commission (the "NHPUC"), until certain write-offs required by the Conformed
Settlement Agreement with the NHPUC regarding electric utility restructuring
have been taken by the company.  The participation of NAEC in the NU System
Money Pool was also approved by the New Hampshire Public Utilities Commission
in Order No. 20,416, dated March 19, 1992.  Thus the participation of PSNH
and NAEC in the NU System Money Pool is exempt from Commission jurisdiction
pursuant to Rule 52(a).  In addition, WMECO is currently authorized to
participate in the NU System Money Pool under the Prior Short-Term Debt
Orders but has authorization from the Massachusetts Public Utilities
Commission (now the Massachusetts Department of Telecommunications and
Energy) to lend funds through the NU System Money Pool only to CL&P, HWP,
NNECO, The Quinnehtuk Company ("Quinnehtuk") and Rocky River Realty Company
("RR").  The Applicants request that the Commission reserve jurisdiction over
any contributions of funds by WMECO to borrowers other than CL&P, HWP, NNECO,
RR and Quinnehtuk, pending completion of the record.  Until the time that
such an order is received, all lending of funds by WMECO will be documented
using grid notes.

(FN3) NUSCO is not a member of the NU System Money Pool and seeks
authorization to administer the Money Pool solely under Section 13 of the Act
and Rules 90 and 91.  Certain nonutility companies in the NU System are
members of the NU System Money Pool, but their borrowings are exempt from
Commission review under rules 52(b).



9.   NU System Money Pool transactions will be designed to match, on a daily
basis, the available cash of the pool participants and the short-term
borrowing requirements of certain pool participants(other than NU, YES,
Northeast Generation Company ("NGC") and Mode 1 Communications, Inc. ("Mode
1") which will not participate as borrowers), thereby minimizing the need for
short-term borrowings to be made by the pool participants from external
sources.  NU and YES, as public utility holding companies, Mode 1, as an ETC,
and NGC, as NU's only EWG, will not be permitted to borrow through the NU
System Money Pool.  Those pool participant sin the NU System Money Pool
without access to external borrowing facilities will have priority as
borrowers from the NU System Money Pool, and all pool participants, other
than YES, Mode 1 and NGC, will be eligible to borrow through the NU System
Money Pool from the proceeds of external borrowings by NU.

10.   The funds available to the NU System Money Pool will be loaned on a
short-term basis to those pool participants, other than NU, YES, Mode 1 and
NGC, that have a need for short-term funds, subject to certain limitations
described therein.  If no such short-term needs match the amount of funds
that are available for the period such funds are available, NUSCO will invest
the funds directly, or indirectly through investment funds, as described
below and allocate the earnings on any such investments among the Pool
Participants providing such excess funds on a pro rata basis according to the
amount of the funds provided:

(i)  interest-bearing accounts with banks;

(ii)  obligations issued or guaranteed by the U.S. government and/or its
agencies and instrumentalities, including obligations under
repurchase agreements;

(iii)  obligations issued or guaranteed by any state or political
subdivision thereof, provided that such obligations are rated not
less than "A" (or "A-1" or "P-1" or their equivalent for short term
debt) by a nationally recognized rating agency;

(iv)  commercial paper rated not less than "A-1" or "P-1" or their
equivalent by a nationally recognized rating agency;

(v)  moneymarket funds;

(vi)  bank certificates of deposit,

(vii)  Eurodollar funds; and

(viii)  such other investments as are permitted by Section 9(c) of the Act
and Rule 40 thereunder and, with respect to contributions of WMECO,
approved by the Massachusetts Department of Telecommunications and
Energy ("MDTE") pursuant to Massachusetts General Laws Chapter 164,
Section 17A and the regulations thereunder.

11.   All borrowings from and contributions to the NU System Money Pool,
including the open account advances, will be documented and will be evidenced
on the books of each pool participant that is borrowing from or contributing
surplus funds to the NU System Money Pool.  Any participant contributing
funds to the NU System Money Pool may withdraw those funds at any time
without notice to satisfy its daily need for funds.  Except for loans from
the proceeds of external borrowings by NU, all loans will be payable on
demand, may be prepaid by any borrowing Pool Participant at any time without
premium or penalty and will bear interest for both the borrower and lender,
payable monthly, equal to the daily Federal Funds Effective Rate as quoted by
the Federal Reserve Bank of New York.  Loans from the proceeds of external
borrowings by NU will bear interest at the same rate paid by NU on its
borrowings, and no such loans may be prepaid unless NU is made whole for any
additional costs that may be incurred because of such prepayment.  NU will be
fully reimbursed for all costs that it incurs in relation to loans made to
the Pool Participants. See Exhibit A, Proposed Terms of NU System Money Pool.

                        Proposed Limits on Short-Term Debt

12.  NU, CL&P, WMECO, PSNH, NAEC, HWP, NNECO, YES and Yankee Gas also seek an
extension of the authorization granted by the Commission in the Prior Short-
Term Debt Orders, of their short-term borrowing limits, as set forth below,
through the Authorization Period.  The aggregate amount of short-term debt
requiring Commission approval that will be outstanding at any one time,
whether evidenced by short-term notes issued to lending institutions or by
commercial paper or through borrowings from the NU System Money Pool pursuant
to the authority requested in this Application  are as follows:

Company             Aggregate Limits

NU                  $400 Million
CL&P                $375 Million
WMECO               $250 Million
PSNH                $225 Million
NAEC                $260 Million
HWP                 $  5 Million
NNECO               $ 75 Million
YES                 $ 50 Million
Yankee Gas          $100 Million


13.    The aggregate amount of unsecured short-term debt that can be incurred
by CL&P and WMECO is further restricted by the provisions in their respective
charters concerning their respective preferred stocks.  CL&P and WMECO each
have authorization from the holders of their respective preferred stocks
(through March 31, 2004 in the case of CL&P and through February 10, 2004 in
the case of WMECO) to issue securities representing unsecured indebtedness up
to a maximum of 20% of their respective capitalizations.  Based on their
respective capitalizations as of June 30, 2000, CL&P is limited to an
additional $230 million of unsecured indebtedness through short-term debt and
WMECO is limited to approximately $ 94 million.  In addition, the aggregate
amount of short-term debt that can be incurred by NAEC and PSNH is further
restricted by New Hampshire Statute and Regulations to an amount equal to 10%
of its net fixed plant without further NHPUC approval.  Based on PSNH's net
fixed plant as of June 30, 2000, PSNH is limited to approximately $68.6
million of indebtedness through short-term debt.  Based on NAEC's net fixed
plant as of June 30, 2000, NAEC is limited to approximately $53.3 million of
indebtedness through short-term debt.  As a consequence of their respective
short-term limitations, therefore, CL&P, WMECO, PSNH and NAEC would not now
be able to have unsecured short-term debt outstanding up to their respective
maximum limit for which authorization is requested in this Application.
However, to the extent their respective restrictive provisions may eventually
permit (or to the extent CL&P, WMECO, PSNH or NAEC wish to issue short-term
debt which is secured and therefore not subject to the above restrictions),
CL&P, WMECO, PSNH and NAEC wish to have the flexibility to borrow up to their
respective requested maximums during the period for which short-term
borrowing authorization is sought in this Application.  Additionally, NAEC
has been granted authorization by the NHPUC to incur  debt up to $260 million
to accommodate a $200 million 364-day term loan and $60 million for working
capital purposes.  This debt issued under NHPUC authorization is exempt from
Commission authorization under Rule 52(a).  PSNH currently has no such order
and is not applying to the NHPUC for one.

14.   Subject to the applicable maximum limits, the Applicants  intend to
renew and extend current short-term borrowings as they mature, to refund such
short-term borrowings with other similar short-term borrowings, to repay such
short-term borrowings or to increase the amount of their short-term
borrowings from time to time.

                                    ITEM 2
                         FEES, COMMISSIONS AND EXPENSES

15.   In addition to fees associated with specific borrowing or issuances of
commercial paper as set forth in paragraphs 4 and 5 above, the fees,
commissions and expenses of the Applicants expected to be paid or incurred,
directly or indirectly, in connection with the transactions described above
are estimated as follows:


Northeast Utilities Service Company
(Legal, Financial, Accounting and
Other Services)                           Not in excess of $10,000


                                    ITEM 3
                        APPLICABLE STATUTORY PROVISIONS

16.   The Applicants believe that Sections 6, 7, 9(a), 10, 12 and 13 of the
Act  and Rules 43, 45, 52, 90 and 91 thereunder are applicable to the
transactions contemplated by this Application.

17.   Within 45 days after the end of each calendar quarter, the Applicants
will file certificates of partial consummation describing their borrowings
through the NU System Money Pool and the issue and sale of short-term notes
and commercial paper during that quarter pursuant to the authority requested
herein.  Such certificates will show the names of the borrowers, the dates
and amounts of all new borrowings, the names of the lenders, the maximum
amount of notes outstanding to lending institutions and the NU System Money
Pool and the total amount of notes outstanding to lending institutions and
the NU System Money Pool at the end of the quarter.  All other terms,
conditions, limitations and reporting obligations contained in the Prior
Short-Term Debt Orders will apply to the proposed transactions.  In addition,
NUSCO will continue to administer the NU System Money Pool under the existing
terms of the Money Pool, as previously approved by the Commission in November
2000.

                                     ITEM 4
                              REGULATORY APPROVALS

18.   The approval of the MDTE is required pursuant to C.164, Section 17A of
the Massachusetts General Laws for the lending of funds by WMECO to the NU
System Money Pool.  The MDTE (formerly the Massachusetts Public Utilities
Commission) granted such approval on October 29, 1986 as to lending of funds
to CL&P, HWP, NNECO, Quinnehtuk and RR.   Until further MDTE authorization is
granted, WMECO may not lend its funds to other companies through the NU
System Money Pool.

19.   NHPUC Order No. 23,550, dated September 8, 2000, authorizes PSNH to
contribute funds to the NU System Money Pool once certain write-offs required
by the Conformed Settlement Agreement regarding electric utility
restructuring are taken by PSNH.  The NHPUC approved NAEC's participation in
the NU System Money Pool in Order No. 20,416, dated March 19, 1992.  In
addition, neither PSNH nor NAEC may issue short-term debt in excess of 10% of
its net fixed plant without prior NHPUC Commission approval.

20.   To the extent any Applicant issues secured debt, the granting of such
security may be subject to an order from the relevant state utility
commission.

                                  ITEM 5
                                 PROCEDURE

21.  The Applicants hereby request that the Commission publish a notice under
Rule 23 with respect to the filing of this Application as soon as practicable
and that the Commission's order be issued as soon as possible.  A form of
notice suitable for publication in the Federal Register is attached hereto as
Exhibit h.1.  The Applicants respectfully request the Commission's approval,
pursuant to this Application, of all transactions described herein, whether
under the sections of the Act and Rules thereunder enumerated in Item 3 or
otherwise.  It is further requested that the Commission issue an order
authorizing the transactions proposed herein at the earliest practicable
date.  Additionally, the Applicants (i) request that there not be any
recommended decision by a hearing officer or by any responsible officer of
the Commission, (ii) consent to the Office of Public Utility Regulation
within the Division of Investment Management assisting in the preparation of
the Commission's decision, and (iii) waive the 30-day waiting period between
the issuance of the Commission's order and the date on which it is to become
effective, since it is desired that the Commission's order, when issued,
become effective immediately.

                               Other Matters

22.  Except in accordance with the Act, neither NU nor any subsidiary thereof
(a) has acquired an ownership interest in an exempt wholesale generator
"EWG") or a foreign utility company ("FUCO") as defined in Sections 32 and
33 of the Act, or (b) now is or as a consequence of the transactions proposed
herein will become a party to, or has or will as a consequence of the
transactions proposed herein have a right under, a service, sales, or
construction contract with an EWG or a FUCO.  None of the proceeds from the
transactions proposed herein will be used by NU and its subsidiaries to
acquire any securities of, or any interest in, an EWG or a FUCO.

23.  NU currently meets all of the conditions of Rule 53(a),except for clause
(1).  At June 30, 2000, NU's "aggregate investment," as defined in Rule
53(a)(1), in EWGs and FUCOs was approximately $469.5 million, or
approximately 76.3% of NU's average "consolidated retained earnings," also as
defined in Rule 53(a)(1), for the four quarters ended June 30, 2000 ($615.3
million).  With respect to Rule 53(a)(1), however, the Commission has
determined that NU's financing of its investment in Northeast Generation
Company ("NGC"), NU's only current EWG or FUCO in an amount not to exceed
$481 million or 83% of "average consolidated retained earnings" would not
have either of the adverse effects set forth in Rule 53(c).  See Northeast
Utilities, Holding Company Act Release No. 27148, dated March 7, 2000.  NU
continues to assert that its EWG investment in NGC will not adversely affect
the System.

24.  In addition, NU and its subsidiaries are in compliance with the other
provisions of Rule 53(a) and (b), as demonstrated by the following
determinations:

(i)  NGC maintains 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;

(ii)  No employees of NU's public utility subsidiaries have rendered
services to NGC;

(iii)  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 NU's public
utility subsidiaries;

(iv)  Neither NU nor any subsidiary has been the subject of a bankruptcy or
similar proceeding unless a plan of reorganization has been confirmed
in such proceeding;

(v)  NU's average CREs for the four most recent quarterly periods have not
decreased by 10% or more from the average for the previous four
quarterly periods; and

(vi)  In the previous fiscal year, NU did not report operating losses
attributable to its investment in EWGs/FUCOs exceeding 3 percent of
NU's consolidated retained earnings.

                                 ITEM 6
                      EXHIBITS AND FINANCIAL STATEMENTS


25.   The following additional exhibits and financial statements are filed
herewith:

(a)  Exhibits

          A   Proposed Terms of the NU Money Pool (Revised
              November 2000)

          F   Opinion of Counsel*

          G   Financial Data Schedule

          H   Form of Notice

(b)  Financial Statements


*To be filed by amendment


                                   ITEM 7
                     INFORMATION AS TO ENVIRONMENTAL EFFECTS

26.   None of the matters that are the subject of this Application involve
a "major federal action" nor do they "significantly affect the quality of the
human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act.  None of the proposed transactions that
are the subject of this Application will result in changes in the operation
of the Applicants that will have an impact on the environment.  The
Applicants are not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the transactions
proposed herein.

                                SIGNATURE

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

Northeast Utilities
Northeast Utilities Service Company
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
North Atlantic Energy Corporation
Holyoke Water Power Company
Northeast Nuclear Energy Company
Yankee Energy System, Inc.
Yankee Gas Services Company




By: /s/ David R. McHale
Name: David R. McHale
Title: Vice President and Treasurer
Northeast Utilities Service Company as Agent for
all of the above named companies

November 22, 2000




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