FILE No. 70-8641


               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                         Amendment No. 3

                              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 File No. 70-8641, as heretofore
amended, is hereby further amended as follows:

Item I. Description of Proposed Transactions

     Paragraph 16 of the Application-Declaration is restated to read as
follows:

          "16.  All Marketing activities, including the Marketing activities
     conducted wholly outside of NEPOOL ("Non-NEPOOL Marketing") and the
     fuel-for-energy activities described above, will be carried on by
     personnel employed by NUSCO who engage in the day-to-day power marketing
     activity of the NU System.  NUSCO in turn will be acting as agent for
     the account of those Operating Companies as are directly related to the
     customer involved and as such will have no beneficial interest in the
     revenues from Marketing.  In all such cases the Operating Companies will
     be acting as principals and will take title to the power and energy
     which is the subject matter of the arrangement.  NUSCO personnel engaged
     in such activities and in Brokering activities will account for their
     time through the NU System's regular time accounting system by charging
     to specific "activity codes" established for the affected System
     companies.  Overheads and ancillary expenses will be similarly charged.
     The Operating Companies may also, and they hereby seek permission to,
     engage directly in Marketing activities for their own account, either
     individually or in cooperation with other Operating Companies with or
     without the assistance of NUSCO.  Revenues from Marketing will be paid
     directly to and will be credited entirely to reduce the affected
     Operating Companies' costs of operation, with resulting benefits to
     consumers and investors.  Revenues from Marketing activities are not
     expected to exceed $110 million in each of 1995 and 1996, of which
     revenues from the fuel-for-energy activities described above are not
     estimated to exceed $10 million in each of 1995 and 1996.  For each of
     the one year periods during the period ending December 31, 1993, NEPOOL
     Marketing revenues were $370 million in 1991, $350 million in 1992 and
     $380 million in 1993.  The projected Non-NEPOOL Marketing revenues for
     each of the years 1995-1996 are not expected to exceed NEPOOL Marketing
     revenues for those years."
               
Item III. Applicable Statutory Provisions

     The following is added to Paragraph 24 of the Application-Declaration:

     "Furthermore, NUSCO will file a summary of its expenses and activities
     in engaging in the jurisdictional actions contemplated in this
     Application-Declaration (i) on a quarterly basis, within 60 days after
     the end of each calendar quarter and (ii) on an annual basis as part of
     its Form U-13-60, within 120 days after the end of each calendar year. 
     The Operating Companies will also file copies of such portions of their
     respective FERC Form 1s as indicate off-System Marketing activities
     subject to the jurisdiction of the Commission."


                         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: August 2, 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