U-1/A

                                             FILE NO. 70-8641


                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                              Amendment No. 2
                                   
                                     to
                         
                                  FORM U-1
            APPLICATION/DECLARATION WITH RESPECT TO BROKERING
                         AND MARKETING ACTIVITIES

                                   Under
              THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935


     HOLYOKE WATER POWER COMPANY
     WESTERN MASSACHUSETTS ELECTRIC          PUBLIC SERVICE COMPANY OF
       COMPANY                                 NEW HAMPSHIRE
     174 Brush Hill Avenue                   1000 Elm Street
     West Springfield, MA  01809             Manchester, NH  03015

     THE CONNECTICUT LIGHT AND POWER
       COMPANY
     NORTHEAST UTILITIES SERVICE COMPANY
     107 Selden Street
     Berlin, CT  06037


               (Names 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, Connecticut  06037
                      (Name and address of agent for service)


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

     Jeffrey C. Miller, Esq.                 John B. Keane
     Assistant General Counsel               Vice President and Treasurer
     Northeast Utilities                     Northeast Utilities
       Service Company                         Service Company
     107 Selden Street                       107 Selden Street
     Berlin, Connecticut  06037              Berlin, Connecticut  06037




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

     1.   The following exhibits are filed herewith:

          F.1  Opinion of Counsel

          H.2  Estimated Fees and Expenses



                              SIGNATURE


Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned has duly caused this amendment to be signed on its
behalf by the undersigned thereunto duly authorized.


Date: July 13, 1995                THE CONNECTICUT LIGHT AND POWER COMPANY
                                   NORTHEAST UTILITIES SERVICE COMPANY
                                   WESTERN MASSACHUSETTS ELECTRIC COMPANY
                                   HOLYOKE WATER POWER COMPANY
                                   PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                                   



                                   By: /s/Jeffrey C. Miller
                                        Their Attorney

EX-5

                                                 Exhibit F.1


                                             July 12, 1995


Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), the service company affiliate of Northeast Utilities.  I am
furnishing this opinion as an exhibit to Amendment No. 2 to the
Application/Declaration on Form U-1 in File No. 70-8641, as amended (the
"Declaration"), filed by NUSCO, The Connecticut Light and Power Company,
Western Massachusetts Electric Company, Holyoke Water Power Company and
Public Service Company of New Hampshire (collectively, the "Companies") with
respect to brokering and marketing activities.

     In connection with this opinion, I have reviewed or caused to be
reviewed the Declaration and the exhibits thereto, the Companies' charter
documents, as amended to the date of this opinion, the proceedings of their
shareholders and boards of directors to date and such other papers, documents
and records, and have made or caused to be made such examination of law, as I
deemed relevant and necessary in order to give this opinion.  I have assumed
that in respect of the Declaration an appropriate order of the Securities and
Exchange Commission under the Public Utility Holding Company Act of 1935 will
be issued and all actions of the Companies will be in conformity therewith.

     Based upon the foregoing, I am of the opinion that:

     (a)  All State laws applicable to the proposed transaction have been
          complied with;

     (b)  The Companies are validly organized and duly existing in their
          respective states of incorporation; and

     (c)  The consummation of the proposed transaction will not violate the
          legal rights of the holders of any securities issued by any of the
          Companies or any associate company thereof.

     I hereby consent to the use of this opinion in connection with the
filing of the Declaration.

     I am a member of the Bar of the State of New York.  As to matters
involving the laws of other jurisdictions, I have made a study of such laws
and consulted with lawyers employed by NUSCO who are admitted to the Bars of
such other jurisdictions.


                                        Very truly yours,
                                        /s/Jeffrey C. Miller
                                         

EX-99

                                                 Exhibit H.2


                    ESTIMATED FEES & EXPENSES 

     The estimated amount of fees, commissions and expenses paid or incurred,
or to be paid or incurred, directly or indirectly, by NU in connection with
the transactions described herein is $5,000, consisting of an SEC U-1 filing
fee of $2,000 and NUSCO fees for services rendered not exceeding $3,000.