File No. 70-8825

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  20549
                              AMENDMENT NO. 3
                                    TO
                                 FORM U-1
     APPLICATION/DECLARATION WITH RESPECT TO DIVERSIFICATION ACTIVITIES
                                  UNDER
            THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

NORTHEAST UTILITIES                          PUBLIC SERVICE COMPANY OF
WESTERN MASSACHUSETTS ELECTRIC COMPANY       NEW HAMPSHIRE
THE QUINNEHTUK COMPANY                       NORTH ATLANTIC ENERGY
174 Brush Hill Avenue                        CORPORATION
West Springfield, MA 01090                   1000 Elm Street
                                             Manchester, NH 03105
                                             

NORTHEAST UTILITIES SERVICE COMPANY          NORTH ATLANTIC ENERGY
THE CONNECTICUT LIGHT AND POWER COMPANY      SERVICE CORPORATION
NORTHEAST NUCLEAR ENERGY COMPANY             Route 1, Lafayette Road
THE ROCKY RIVER REALTY COMPANY               Seabrook, NH 03874
107 Selden Street                            
Berlin, CT  06037


          (Name of company or companies filing this statement 
           and addresses of principal executive offices)


                         NORTHEAST UTILITIES

(Name of top registered holding company parent of each applicant or
declarant)

                         Robert P. Wax, Esq.
            Vice President, Secretary and General Counsel
                         Northeast Utilities
                            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
communications to:

Jeffrey C. Miller, Esq.                 John T. Muro
Assistant General Counsel               Vice President - Retail Marketing
Northeast Utilities Service Company     Northeast Utilities Service Company
107 Selden Street                       107 Selden Street
Berlin, CT  06037                       Berlin, CT 06037








     The Application/Declaration in File No. 70-8825 is hereby amended as
follows:

     The two sentences that currently read "Therefore, it is possible that PSNH
will be providing such services to affiliates at a price either above or below
'cost' as defined in Rules 90 and 91 under the Act.  PSNH specifically requests
approval to comply with the NHPUC guidelines in performing such services, to the
extent they are not performed at 'cost'." in the penultimate paragraph of
section 1 of Item 1. Description of Proposed Transaction are hereby amended to
read as follows:

Therefore, it is possible, though it appears to PSNH at this time to be
unlikely, that PSNH could be required by the NHPUC guidelines to provide such
services to affiliates at a price either above or below "cost" as defined in
Rules 90 and 91 under the Act.  PSNH specifically undertakes to request approval
from the Commission prior to performing any such services, to the extent they
would not be performed at "cost".

                              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
                         NORTHEAST UTILITIES SERVICE COMPANY
                         NORTHEAST NUCLEAR ENERGY COMPANY
                         THE ROCKY RIVER REALTY COMPANY
                         THE QUINNEHTUK COMPANY
                         NORTH ATLANTIC ENERGY SERVICE CORPORATION
                         NORTH ATLANTIC ENERGY CORPORATION
                         THE CONNECTICUT LIGHT AND POWER COMPANY
                         PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                         WESTERN MASSACHUSETTS ELECTRIC COMPANY
                         

                         By:/s/ Richard M. Early
                              Their Attorney

 Dated: July 11, 1996