U-1/A

                                      									File No. 70-09343

                    SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                 FORM U-1

                              AMENDMENT NO. 2

                                    to

                          APPLICATION/DECLARATION 

                                   Under
            THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                            NORTHEAST UTILITIES
                           174 Brush Hill Avenue
                 West Springfield, Massachusetts  08109

                   NORTHEAST UTILITIES SERVICE COMPANY
                            107 Selden Street
                       Berlin, Connecticut  06037
(Name of companies filing this statement and address of principal executive 
offices)

                            NORTHEAST UTILITIES
                 (Name of top registered holding company)

                            Cheryl W. Grise, Esq.
          Senior Vice President, Secretary and General Counsel 
                   Northeast Utilities Service Company
                              P.O. Box 270
                   Hartford, Connecticut  06141-0270
                 (Name of address of agent for service)

The Commission is requested to mail signed copies of all orders, notices and 
communications to:
                             								    Jeffrey C. Miller, Esq.
							                                 Assistant General Counsel
David R. McHale				                      Jane P. Seidl, Esq.
Vice President and Treasurer	             Senior Counsel
Northeast Utilities                      Northeast Utilities
 Service Company				                      Service Company
P.O. Box 270						                        P.O. Box 270
Hartford, Connecticut 			                Hartford, Connecticut
06141-0270					                           	06141-0270

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

	A.  Paragraphs 1 through 17 are deleted and replaced in their entirety 
as follows:

	1.  The purpose of this Application/Declaration is to seek the 
Commission's authorization for a variety of related transactions under which 
Northeast Utilities ("NU") would create and finance a non-utility corporate 
subsidiary ("NEWCO") that would, through its new subsidiary  ("GENCO"), 
preliminarily investigate the acquisition and ownership of non-nuclear 
generation assets, and acquire and own certain of NU's existing and to-be-
formed non-utility subsidiaries.  In addition, NU and NEWCO (when formed) 
propose to guarantee the obligations of certain of NU's direct and indirect 
non-utility subsidiaries.  

	Organization of NEWCO

	2.  NU proposes to cause  (i) the organization of NEWCO  under the laws 
of the State of Connecticut as a new wholly-owned first tier subsidiary of 
NU, a registered holding company under the Act, in the NU system (the "NU 
System"); and (ii) the issuance by NEWCO and acquisition by NU of one hundred 
shares of the common stock, par value $1 per share of NEWCO ("NEWCO Common 
Stock"), for $100,000.  Subsequent to the creation of NEWCO as it may be 
authorized pursuant to Commission order, NU presently plans to invest, as 
permitted by Rule 45, up to an additional $150 million in NEWCO  to fund 
preliminary development activities and administrative costs associated with, 
among other things, (a) identifying and analyzing feasible nonnuclear 
generation ("Generation") acquisition opportunities  (in the planned 
aggregate amount of up to $10 million) and (b) managing NEWCO's other 
investments, as described more fully below (in the planned aggregate amount 
of up to $140 million).  NEWCO and GENCO may also engage in third party 
financing as permitted by Rule 52. 

	3.  Subject to Commission order, NEWCO intends to directly or indirectly 
acquire the securities of one or more companies organized for the purposes of 
performing energy-related and other activities currently authorized, or which 
may be authorized in the future, by Commission rule or statute.  The only 
Commission authorization presently being sought (other than with respect to 
Guarantees, as defined and described below) is for NEWCO to acquire the 
securities of GENCO; Select Energy, Inc., NU's only existing Rule 58 
subsidiary ("Select"); Northeast Generation Services, Inc., a to-be-formed 
Rule 58 subsidiary which will engage in a variety of generation and other 
utility-related support and service activities ("NGS"); HEC, Inc., an 
existing subsidiary of NU previously authorized by Commission order, and its 
subsidiaries HEC International Corporation, HEC Energy Consulting Canada and 
Southwest HEC Energy Services LLC (collectively, "HEC"); and Mode 1 
Communications, Inc., an existing NU subsidiary which is an Exempt 
Telecommunications Company ("ETC") under the Act ("Mode 1") Select, NGS, HEC 
and Mode 1 are referred to herein as the "Nonutility Subsidiaries."

	4.  The Applicants anticipate that NEWCO and each of its subsidiaries 
may not initially have paid employees.  It is likely that personnel employed 
by Northeast Utilities Service Company ("NUSCO") or other associate companies 
of NU may provide services on an as-needed basis to NEWCO or its subsidiaries 
pursuant to a service agreement (`Service Agreement") to be entered into 
between NEWCO (or a NEWCO subsidiary or other affiliate) and such associate 
company.  Under this Service Agreement, NEWCO or its affiliate will reimburse 
the NU system company rendering such service for the cost of services 
provided, computed in accordance with Rules 90 and 91 under the Act, as well 
as applicable rules and regulations.  In addition, in the event that such 
services are performed on behalf of an EWG or FUCO, such services will be 
rendered in accordance with Rule 53 under the Act.

	5.  NEWCO may also determine from time to time that it is efficient and 
advantageous to have certain development activities performed by unaffiliated 
third parties.  Such arrangements will be on a fee-for-service negotiated 
basis at market rates. 

  	NEWCO's Generation-Related Activities	

6.  Initially, NEWCO and GENCO intend to explore acquisitions of 
Generation in NU's service territory and throughout New England, as well as 
in Delaware, Maryland, New Jersey, New York and Pennsylvania.  In the near 
term, NEWCO and GENCO will also be exploring the potential acquisition of 
Generation to be auctioned by, among others, its affiliates, Western 
Massachusetts Electric Company, The Connecticut Light and Power Company and 
Public Service Company of New Hampshire.   Assuming NEWCO or an NU affiliate 
identifies a Generation investment opportunity, the acquisition of which 
requires prior Commission approval, appropriate application will be made to 
the Commission for approval of such investment at that time.

7.  The Applicants propose to (i) organize GENCO under the laws of the 
State of Connecticut as a new wholly-owned subsidiary of NEWCO and (ii) have  
GENCO issue and NEWCO acquire one hundred shares of GENCO common stock, par 
value $1 per share ("GENCO Common Stock"), for $10,000.  NEWCO presently 
plans to invest up to $10 million in GENCO.   

	Guarantees
	
8.  NU and  NEWCO also propose to issue guarantees or provide other 
forms of credit support or enhancements (collectively, "Guarantees") to or 
for the benefit of NEWCO, the Nonutility Subsidiaries and  NU's other direct 
and indirect Rule 58 subsidiaries to be formed by NU, NEWCO or the Nonutility 
Subsidiaries (the "Guaranteed Entities") in an aggregate amount not to exceed 
$ 75 million ("Aggregate Authorization"), through December 31, 1999.  
Guarantees may take the form of NU or  NEWCO agreeing to guarantee, undertake 
reimbursement obligations, assume liabilities or other obligations with 
respect to or act as surety on, bonds, letters of credit, evidences of 
indebtedness, equity commitments, performance and other obligations 
undertaken by the Guaranteed Entities.  NU and NEWCO further undertake that 
any Guarantee they  issue will be without recourse to any System operating 
company.  The Aggregate Authorization does not include amounts relating to 
guarantees or other transactions exempt pursuant to Rule 45(b)(6) or previous 
Commission authorizations relating to NU System companies.
	
9.  To the extent that NU or NEWCO provide Guarantees in support of its 
investment in any EWG or FUCO, the amount of the investment will be included 
in the calculation of "aggregate investment" required under Rule 53.  
Moreover, to the extent that NU or NEWCO provide Guarantees in support of its 
investment in an ERC, the amount of the investment will be included in the 
calculation of "aggregate investment" required under Rule 58.

B.  Paragraphs 18 through 27 of the Application/Declaration are 
renumbered as Paragraphs 10 through 19. 

	C.  Item 3 (formerly Paragraph 22, renumbered pursuant to B above as 
Paragraph 14) is amended and replaced in its entirety as follows: 

14.  The sections of the Act and the related regulations of the 
Commission which are or may be applicable to the transactions as herein 
proposed are set forth below:

(i)	Initial issuance of common stock by		       Sections 6(a) and 7.
	(a) NEWCO to NU and (b) GENCO				
	to NEWCO

(ii)	Initial acquisition by (a) NU of common		Sections 9(a), 10 and 34
	stock of NEWCO and (b) NEWCO				             Rules 45(b) and 58.
	of common stock of GENCO, Select,
 Mode 1, NGS and HEC 

(iii) Loan guarantees or other forms of 	    Sections 9(a), 10 and 12(b)
guarantees by NU of Guaranteed Entities 	    Rules 45 and 58.
 
(iv)	Loan guarantees or other forms of			    Sections 9(a), 10 and 12(b)
	guarantees by NEWCO on behalf of			         Rules 45 and 58.
	Guaranteed Entities


To the extent any other sections of the Act or rules thereunder may be 
applicable to the proposed transactions, the Applicants request appropriate 
orders thereunder.  

D.  The following additional exhibit is filed herewith:

	A.5	NU/NEWCO/GENCO/Nonutility Subsidiary Corporate Organization Chart

                              SIGNATURE

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 officer or attorney thereunto duly 
authorized.

Date:  November 5, 1998


NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
By/s/ David R. McHale
Their Vice President and Treasurer

EX-99

	                              									EXHIBIT A.5

             NU/NEWCO/GENCO CORPORATE
              ORGANIZATIONAL CHART

              					   NU
					     		---------------------
					    			|	               			|
								    |               				|
								    |	               Other Rule 58 Companies (1,3)
								    |
								    |
				    	   NEWCO (1,3)
- -------------------------------------------------
|  		     |		       |		       |		       |	      |     
|  		     |		       |		       |		       |	      |	     
GENCO	  SELECT     NGS       HEC      MODE 1  Other Rule 58
(2,3,4) (2,3,4)   (2,3,4)   (2,3,4) (2,3,4)   Companies 
												                                  (2,3,4)	       
							
1.	100 percent of the issued and outstanding stock will be owned by NU

2.	100 percent of the issued and outstanding stock will be owned by NEWCO

3.	NU guaranty authority

4.	NEWCO guaranty authority