70-8275


                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549


                              Amendment No. 4
                                    to
                                 Form U-1


                          APPLICATION/DECLARATION

                                   under

                Public Utility Holding Company Act of 1935
                                (the "Act")


THE CONNECTICUT LIGHT AND POWER         WESTERN MASSACHUSETTS ELECTRIC
 COMPANY                                 COMPANY
107 Selden Street                       174 Brush Hill Avenue
Berlin, CT 06037-1616                   West Springfield, MA 01090-0010

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

                            NORTHEAST UTILITIES

        (Name of registered holding company, parent of declarants)

                               Robert P. Wax
               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:

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

     The Application/Declaration, as amended, in this File No.70-8275 is
hereby further amended as follows:

      Item 1 is amended to add the following paragraph to the end of Item 1:

     The Companies held their special meetings of stockholders on December
15, 1993.  At both meetings, Proposal 1, to amend the Charters of the
Companies so as to permanently eliminate the limitation on unsecured
indebtedness with a maturity of ten years or less, failed to attain the
necessary two-thirds approving vote of the Senior Stock.

     Therefore, the Companies will not apply to the DPUC or the DPU,
respectively, in order to obtain a waiver as to, or an approval of, either
Proposal 1, respectively.

     At such meetings, the Companies' Proposal 2, to waive for additional
ten-year periods such limitation on unsecured indebtedness, attained the
necessary majority approving vote of the Senior Stock of such companies. 
Furthermore, WMECO's Proposal 3, to amend its Charter to enable it to hold
meetings of shareholders outside of Massachusetts, was also approved.  No
approval of the DPUC or the DPU is needed in connection with such matters.

     The Commission is requested to issue its further order in this matter
forthwith.



JCM1/294.2