POS AMC

                                               File No. 70-8052

               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C. 20549

               POST-EFFECTIVE AMENDMENT NO. 2 TO
                           FORM U-1
             APPLICATION/DECLARATION WITH RESPECT TO
                  REVOLVING CREDIT FACILITIES

                             under

        THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

NORTHEAST UTILITIES                   HOLYOKE WATER POWER COMPANY
174 Brush Hill Avenue                 1 Canal Street
West Springfield, MA 01090-0010       Holyoke, MA 01040

THE CONNECTICUT LIGHT                 NORTHEAST NUCLEAR ENERGY 
  AND POWER COMPANY                     COMPANY
107 Selden Street                     107 Selden Street
Berlin, Connecticut 06037             Berlin, CT 06037

WESTERN MASSACHUSETTS                 THE ROCKY RIVER REALTY
  ELECTRIC COMPANY                      COMPANY
174 Brush Hill Avenue                 107 Selden Street
West Springfield, MA 01090-0100       Berlin, CT 06037

               NORTHEAST UTILITIES SERVICE COMPANY
                        107 Selden Street
                        Berlin, CT 06037    

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

                      NORTHEAST UTILITIES

  (Name of top registered holding company parent of declarant)

                    Robert P. Wax, Esq.
          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
communication to: 
David R. McHale                         Jeffrey C. Miller
Assistant Treasurer - Finance           Assistant General Counsel
Northeast Utilities                     Northeast Utilities
Service Company                         Service Company
P.O. Box 270                            P.O. Box 270
Hartford, CT  06141-0270                Hartford, CT 06141-0270 

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

     1. The following exhibits are filed herewith:

          F.1.1     Opinion of Counsel 

          J.1.      Proposed Form of Notice under the Act (See File No. 70-
                    8052, HCAR No. 35-26384, dated September 29, 1995)
     
                              SIGNATURES

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

                                   NORTHEAST UTILITIES           
                                   THE CONNECTICUT LIGHT AND
                                   POWER COMPANY
                                   WESTERN MASSACHUSETTS ELECTRIC
                                   COMPANY
                                   HOLYOKE WATER POWER COMPANY
                                   NORTHEAST NUCLEAR ENERGY
                                   COMPANY
                                   THE ROCKY RIVER REALTY COMPANY
                                   NORTHEAST UTILITIES SERVICE
                                   COMPANY


                              By:  /s/Jeffrey C. Miller
                                 Assistant General Counsel       
          

Dated: October 17, 1995

EX-5

                                             Exhibit F.1.1
                                             File No. 70-8052








October 17, 1995

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

Re:  Northeast Utilities ("NU")
     The Connecticut Light and Power Company ("CL&P")
     Western Massachusetts Electric Company ("WMECO")
     Holyoke Water Power Company ("HWP")
     Northeast Nuclear Energy Company ("NNECO")
     The Rocky River Realty Company ("RRR")
     Northeast Utilities Services Company ("NUSCO")
     Post-Effective Amendment No. 1 to Application/Declaration
     with Respect to Revolving Credit Facilities in File No. 70-
     8052

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service
Company, a service company subsidiary of Northeast Utilities, and I
am furnishing this opinion in connection with the Post-Effective
Amendment No. 1 to the Application/Declaration, as amended, on Form
U-1 ("Declaration") of the above-referenced companies with respect
to extending and modifying certain revolving credit agreements, all
as more fully set forth in the Declaration.  Capitalized terms used
herein and not otherwise defined are used as defined in the
Declaration.

     In connection with this opinion, I have examined the
Declaration and the exhibits thereto, and I have examined or caused
to be examined such other papers, documents, and records and have
made such examination of law and have satisfied myself as to such
other matters as I have deemed relevant or necessary for the
purpose of this opinion.  I have assumed the authenticity of all
documents submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons, and the
conformity to originals of all documents submitted to me as copies.

     Based upon the foregoing, and in the event the proposed
transactions contemplated by the Declaration are carried out in
accordance therewith, I am of the opinion that

     (a)  All state laws applicable to the proposed transactions
have been complied with;

     (b)  NU, WMECO and HWP is each validly organized and duly
existing under the laws of the Commonwealth of Massachusetts.

     (c)  NUSCO, CL&P, NNECO and RRR is each validly organized and
duly existing under the laws of the State of Connecticut.

     (d)  The consummation of the proposed transactions will not
violate the rights of the holders of any securities issued by the
Borrowers or any associate thereof.

     The opinions set forth herein are limited to the laws of the
State of Connecticut, the Commonwealth of Massachusetts and the
federal laws of the United States.  I am a member of the bar of the
State of New York.  I am not a member of the bar of the State of
Connecticut or the Commonwealth of Massachusetts, and do not hold
myself out as an expert on the laws of these States, although I
have made a study of relevant laws of Connecticut and
Massachusetts.  In expressing opinions about matters governed by
the laws of Connecticut and Massachusetts, I have consulted with
counsel who are employed by NUSCO and are members of the bar of
Connecticut and Massachusetts.

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


                              Very truly yours,
                              /s/Jeffrey C. Miller
                              Assistant General Counsel
                              Northeast Utilities Service Company