POS AMC

                                                           File No. 70-7627

                          SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C.  20549


                                                           
                          _________________________________

                          POST-EFFECTIVE AMENDMENT NO. 5 TO

                                 FORM U-1 DECLARATION

                                      UNDER THE

                      PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                                           
                          _________________________________

                          MAINE YANKEE ATOMIC POWER COMPANY
                                    329 Bath Road
                               Brunswick, Maine  04011


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

                                                           
                          _________________________________

                             NEW ENGLAND ELECTRIC SYSTEM

                                 NORTHEAST UTILITIES

                   (Name of top registered holding company parent)

                                                           
                          _________________________________

                                William M. Finn, Esq.
                                      Secretary
                          Maine Yankee Atomic Power Company
                                   83 Edison Drive
                                Augusta, Maine  04330

                                   Patrick S. Lydon
                      Vice President, Finance and Administration
                          Maine Yankee Atomic Power Company
                                    329 Bath Road
                               Brunswick, Maine  04011

                      (Names and address of agents for service)

          The Commission is requested to send copies of all orders, notices
                                and communications to:

                            E. Ellsworth McMeen, III, Esq.
                        LeBoeuf, Lamb, Greene & MacRae, L.L.P.
                                 125 West 55th Street
                            New York, New York  10019-4513


                    On May 26, 1995, Maine Yankee Atomic Power Company

          ("Maine Yankee") filed Post-Effective Amendment No. 3 to its

          Application-Declaration on Form U-1 (File No. 70-7627) (the

          "Application"), which was subsequently amended by Post-Effective

          Amendment No. 4.  Maine Yankee filed the Application with the

          Securities and Exchange Commission (the "Commission") pursuant to

          Section 6(a) and 7 of the Public Utility Holding Company Act of

          1935 (the "Act") to extend through August 31, 1998 the

          Commission's authorization for Maine Yankee to issue promissory

          notes under a Secured Credit Agreement (the "Credit Agreement")

          dated as of August 15, 1989 between Maine Yankee and a syndicate

          of commercial banks for which the Bank of New York acts as agent

          bank.

                    On June 28, 1995, the Commission amended Rule 52 of the

          Act to provide that:

                    any registered holding-company subsidiary which is
                    itself a public-utility company shall be exempt from
                    Section 6(a) of the Act and rules thereunder with
                    respect to the issue and sale of any common stock,
                    preferred stock, bond, note or other form of
                    indebtedness of which it is the issuer (excluding any
                    guaranty and other form of assumption of liability on
                    the obligations of another) if (1) the issue and sale
                    of such security are solely for the purpose of
                    financing the business of such public-utility
                    subsidiary company; (2) the issue and sale of such
                    security have been expressly authorized by the state
                    commission of the state in which such subsidiary
                    company is organized and doing business; and (3) the
                    interest rates and maturity dates of any debt security
                    issued to an associate company are designed to parallel
                    the effective cost of capital of that associate
                    company.
          ____________________

           60 F.R. 33,634 (June 28, 1995).


          Since the issuance of indebtedness by Maine Yankee under the

          Credit Agreement meets the criteria set forth above, the

          exemption provided in new Rule 52 makes Post-Effective Amendments

          Nos. 3 and 4 unnecessary.  Maine Yankee therefore withdraws Post-

          Effective Amendments No. 3 and 4.



                                      SIGNATURE



                    Pursuant to the requirements of the Public Utility

          Holding Company Act of 1935, the undersigned company has duly

          caused this Amended Application to be signed on its behalf by the

          undersigned thereunto duly authorized.


                                        MAINE YANKEE ATOMIC POWER COMPANY



                                        By:  /s/ Patrick S. Lydon
                                             Patrick S. Lydon
                                             Vice President, Finance and
                                               Administration


          Date:  July 27, 1995

EX-27

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

<ARTICLE> OPUR1
<MULTIPLIER> 1,000
       
                                                  
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1995
<PERIOD-END>                               MAR-31-1995             MAR-31-1995
<BOOK-VALUE>                                  PER-BOOK               PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                      254,098                 254,098
<OTHER-PROPERTY-AND-INVEST>                    212,622                 212,622
<TOTAL-CURRENT-ASSETS>                          48,326                  48,326
<TOTAL-DEFERRED-CHARGES>                        53,741                  54,741
<OTHER-ASSETS>                                       0                       0
<TOTAL-ASSETS>                                 568,787                 568,787
<COMMON>                                        50,000                  50,000
<CAPITAL-SURPLUS-PAID-IN>                       17,390                  17,390
<RETAINED-EARNINGS>                                144                     144
<TOTAL-COMMON-STOCKHOLDERS-EQ>                  67,534                  67,534
<PREFERRED-MANDATORY>                           18,600                  18,600
<PREFERRED>                                          0                       0
<LONG-TERM-DEBT-NET>                            96,666                  96,666
<SHORT-TERM-NOTES>                                   0                       0
<LONG-TERM-NOTES-PAYABLE>                            0                       0
<COMMERCIAL-PAPER-OBLIGATIONS>                       0                       0
<LONG-TERM-DEBT-CURRENT-PORT>                    6,667                   6,667
<PREFERRED-STOCK-CURRENT>                          600                     600
<CAPITAL-LEASE-OBLIGATIONS>                          0                       0
<LEASES-CURRENT>                                     0                       0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                 378,720                 378,720
<TOT-CAPITALIZATION-AND-LIAB>                  568,787                 568,787
<GROSS-OPERATING-REVENUE>                      197,203                 197,203
<INCOME-TAX-EXPENSE>                             (125)                   (125)
<OTHER-OPERATING-EXPENSES>                     180,288                 180,288
<TOTAL-OPERATING-EXPENSES>                     180,163                 180,163
<OPERATING-INCOME-LOSS>                         17,040                  17,040
<OTHER-INCOME-NET>                               5,475                   5,475
<INCOME-BEFORE-INTEREST-EXPEN>                  22,515                  22,515
<TOTAL-INTEREST-EXPENSE>                        13,945                  13,945
<NET-INCOME>                                     8,570                   8,570
<PREFERRED-STOCK-DIVIDENDS>                      1,547                   1,547
<EARNINGS-AVAILABLE-FOR-COMM>                    7,023                   7,023
<COMMON-STOCK-DIVIDENDS>                         7,175                   7,175
<TOTAL-INTEREST-ON-BONDS>                        8,320                   8,320
<CASH-FLOW-OPERATIONS>                          54,888                  54,888
<EPS-PRIMARY>                                    14.05                   14.05
<EPS-DILUTED>                                    14.05                   14.05