HEC INC
U-1/A, 1994-08-17
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                                                File No. 70-8086




                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549


                              AMENDMENT NO. 4
                                    to
                          APPLICATION/DECLARATION

                                   under

              THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                                (the "Act")

                                 HEC INC.
                             24 Prime Parkway
                             Natick, MA  01760

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

                            NORTHEAST UTILITIES
                 (Name of top registered holding company)

                             Jeffrey C. Miller
                         Assistant 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:

                       Jeffery D. Cochran, Attorney
                    Northeast Utilities Service Company
                               P.O. Box 270
                          Hartford, CT 06141-0270















     The application/declaration in this proceeding, as previously amended,
is hereby further amended as follows:

1.   The fourth paragraph of ITEM 1, Section I of Amendment 3 is deleted and
the following paragraph is substituted in lieu thereof.

     HECI's activities may eventually lead to projects that require
investment of capital by HEC International or BCI or both.  Such loans will
be project specific and depend on revenues generated by the project for
payment of interest and repayment of principal.  The interest rate on such
loans will reflect the risk and creditworthiness of the project, as
determined by HECI.  The need for such loans could arise as proposed projects
are selected and commenced, which could occur at any time through June 30,
1996.  The term for these loans would not exceed three years, and the
maturity date for such loans would be no later than June 30, 1999.

                                 SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned company has duly caused this amendment to its
application/declaration on Form U-1 to be signed on its behalf by the
undersigned thereunto duly authorized.


                              HEC Inc.
                              By: /s/Linda A. Jensen
                                  Its Vice President - Finance,
                                    Treasurer and Clerk     

Dated: August 16, 1994






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