FILE NO.: 70-8313

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549


                ________________________________

                       AMENDMENT NO. 1 TO

                            FORM U-1

                     APPLICATION-DECLARATION

                              UNDER

         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                 ______________________________

                MAINE YANKEE ATOMIC POWER COMPANY
                         83 Edison Drive
                      Augusta, Maine  04336

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


                   NEW ENGLAND ELECTRIC SYSTEM

                       NORTHEAST UTILITIES

           (Names of top registered holding companies)

William M. Finn, Esq.              Mr. Patrick S. Lydon
Secretary                          Vice President,
Maine Yankee Atomic                  Finance and Administration
  Power Company                    Maine Yankee Atomic Power
Edison Drive                         Company
Augusta, Maine  04330              Edison Drive
                                   Augusta, Maine  04330

           (Names and addresses of agents for service)

The Commission is requested to send copies of all notices, orders
and communications in connection with this Application-
Declaration to:

                 E. Ellsworth McMeen, III, Esq.
                 LeBoeuf, Lamb, Greene & MacRae
                 125 West 55th Street
                 New York, New York  10019

          This Amendment No. 1 amends the Application-Declaration
(File No. 70-8313) of Maine Yankee Atomic Power Company ("Maine
Yankee") filed with the Securities and Exchange Commission on
November 30, 1993 (the "Application") as follows:
          (1)  The sixth paragraph under the section entitled
"Proposed Financing" in Item 1 of the Application is hereby
amended by deleting the phrase ", including letters of credit or
insurance" from the last sentence thereof.
          (2)  The following paragraph is hereby added to the end
of the section entitled "Proposed Financing" in Item 1 of the
Application:
          "Maine Yankee does not presently own any
          interest in any 'exempt wholesale generator'
          or 'foreign utility company', as those terms
          are defined in Sections 32 and 33 of the Act,
          respectively, and at the date hereof is not a
          party to, and does not have any rights under,
          a service, sales or construction agreement
          with any such entity.  Further, neither Maine
          Yankee, New England Electric System or
          Northeast Utilities nor any of their
          associates will use the proceeds from any
          borrowings that are the subject of this
          Application to acquire such interests or such
          rights."

                            SIGNATURE

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

                              MAINE YANKEE ATOMIC POWER COMPANY



                              By:  s/Michael E. Thomas         
                                   Michael E. Thomas
                                    Treasurer

Date:  January 12, 1994