HEC INC
U-1/A, 1996-08-09
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                                                       File No.  70-8831 









                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                              AMENDMENT 3 TO

                         APPLICATION/DECLARATION

                              ON FORM U-1

                                 under

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

          HEC INC.                 HEC ENERGY CONSULTING CANADA INC.
          24 Prime Parkway         285 Yorkland Blvd
          Natick, MA 01760         Willowdale, Ontario
                                   M2J 1S5

          HEC INTERNATIONAL        
          CORPORATION                   
          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, Counsel
                    Northeast Utilities Service Company
                              P.O. Box 270
                         Hartford, CT 06141-0270
The Application/Declaration in File No. 70-8831 (the "Application"), as
previously amended, is hereby further amended as follows:

In ITEM 1, the paragraph numbered as "4." is deleted and the following
substituted in lieu thereof.

4.   implementation of operational and maintenance techniques and measures
     related to energy and other resource consuming equipment referenced in
     paragraphs 1, 2, and 3, above; <F5>

          <F5> Some energy services customers need assistance in achieving
          optimal operation and maintenance of equipment, considering
          energy/other resource costs and their needs for end-use services. 
          The Commission has previously authorized subsidiaries of registered
          holding companies to provide various operation and maintenance
          services to nonassociates.  See, e.g., Jersey Central Power & Light
          Company, HCAR No. 35-25948 (12/15/93).

In ITEM 1, the paragraph numbered as "5." is deleted and the following
substituted in lieu thereof.

5.   recommendations for acquisition and/or the brokering of cost effective
     energy (i.e., electricity, natural gas, oil, propane, wood chips and
     refuse-derived fuels) or marketing of energy fuels (i.e., natural gas,
     oil, propane, wood chips and refuse-derived fuels, but not electricity);
     <F6>

          <F6> Applicants request that the Commission reserve jurisdiction
          over their provision of the above services outside the United
          States and Canada and over their retail marketing of natural gas
          within the U.S. and Canada.

          Energy brokering services would be where Applicants function as
          intermediaries bringing an energy buyer and seller together. 
          Applicants would not purchase or sell energy; they would be agents
          or representatives for energy buyers or sellers.  For example,
          Applicants may bring an energy marketer to a customer and receive a
          commission on energy sales between the energy marketer and the
          customer.  Applicants would not take title to energy nor would they
          enter into contracts to sell or acquire energy in the future;
          instead, Applicants would negotiate and arrange contracts between
          non-associates and their customers, for their customers to buy or
          sell energy.

          Marketing of energy fuels would be where Applicants actually
          contract to acquire such energy fuels on behalf of their customers. 
          Applicants believe that some customers would prefer a single
          transaction to acquire these energy fuels.  Applicants would
          respond to that preference by providing comprehensive services for
          such customers relating to these fuels.  Specifically, Applicants
          would identify and analyze alternative options available to meet
          their customers' needs, select the most beneficial options and
          execute contracts to purchase energy fuels and resell such fuels to
          their customers.

          In providing the above services, Applicants will not acquire energy
          production, transportation or storage facilities.  In addition,
          Applicants will not make recommendations for the acquisition of or
          broker electricity for NU system operating companies or for those
          companies' customers.

In ITEM 1, the paragraph numbered as "7." is deleted and the following
substituted in lieu thereof.

7.   construction, ownership, maintenance and/or operation of energy
     consuming systems and related support equipment and structures
     (excluding systems for generation of electric energy); <F8>

          <F8>  Applicants request that the Commission reserve jurisdiction
          over their provision of the above services.

          An example of such services would be where a customer wishes to
          "out-source" the ownership, operation and maintenance of its
          central heating and chilling plant to one of the Applicants.  Other
          examples of energy consuming systems that the Applicants would
          construct, own, maintain and/or operate are compressed air systems,
          HVAC equipment, energy management systems, pumps, motors and
          lighting systems.

          Applicants have developed substantial expertise in helping
          customers achieve the most efficient selection and use of energy
          consuming equipment, from a total resource/cost perspective.  In
          some instances, Applicants' expertise and services in this area can
          best be provided in transactions where they construct, install,
          own, maintain, and/or operate energy consuming equipment for their
          customers.  In this way, Applicants can ensure that the customer
          achieves the most efficient use of such equipment.  Such services
          enable the customer to concentrate on managing its specific
          business, and not waste time, effort and money on energy and
          related issues.

          The Commission has previously authorized similar services.  For
          instance, it has authorized the acquisition of steam production
          facilities inside an industrial site.  See Southern Co., HCAR No.
          35-26185 (12/13/94).  Further, proposed Rule 58 would allow,
          without individual Commission approvals, acquisition of interests
          in the production, conversion, and distribution of thermal energy
          products, such as process steam, heat, hot water, chilled water,
          air conditioning, compressed air and similar products.  See HCAR
          No. 35-26313.

In ITEM 1, the paragraph numbered as "8." is deleted and the following
substituted in lieu thereof.

8.   design, construction and/or maintenance of cogeneration and self-
     generation systems (that will be owned and operated by entities other
     than Applicants) up to 10 megawatts in capacity for associates and
     nonassociates; <F9>


          <F9>  Applicants request that the Commission reserve jurisdiction
          over their provision of the above services outside the United
          States and Canada.

          The Commission has previously authorized registered holding company
          subsidiaries to engage in the development, construction and/or
          maintenance of cogeneration facilities.  See, e.g., Central and
          Southwest, HCAR No. 26184 (12/13/94).




                              SIGNATURE

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

                         HEC INC.
                         HEC ENERGY CONSULTING CANADA INC.
                         HEC INTERNATIONAL CORPORATION
                         

                         By /s/Jeffery D. Cochran
                              Jeffery D. Cochran
                              Their Attorney 
                                   

Dated:  August 9, 1996



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