U-1/A

                                          FILE NO. 70-9541

                       SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                         AMENDMENT NO. 4 TO
                            FORM U-1
                 APPLICATION/DECLARATION UNDER THE
                PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

WITH RESPECT TO THE PAYMENT OF DIVIDENDS, SHARE REPURCHASES AND SHARE
ISSUANCES IN CONNECTION WITH RESTRUCTURING BY NORTHEAST UTILITIES AND CERTAIN
SUBSIDIARIES

Northeast Utilities
Western Massachusetts Electric Company
174 Brush Hill Avenue
West Springfield, MA 01090

The Connecticut Light and Power Company
NU Enterprises, Inc.
Northeast Generation Company
Northeast Generation Services Company
Select Energy, Inc.
Select Energy Portland
Pipeline, Inc.
107 Selden Street
Berlin, CT 06037


Public Service Company of New Hampshire
North Atlantic Energy Corporation
1000 Elm Street
Manchester, NH 03015

HEC Inc.
Select Energy Contracting, Inc.
24 Prime Parkway
Natick, MA 01760

Reeds Ferry Supply Co., Inc.
605 Front Street
Manchester, NH 03102

HEC Energy Consulting Canada
Inc.
242 Simcoe Street
Niagara on the Lake
Ontario, Canada LOS1J0


(Names of companies filing this statement and addresses of principal
executive offices)

NORTHEAST UTILITIES
(Name of top registered holding company)
Cheryl W. Grise
Senior Vice President, Secretary and General Counsel
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
(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.
Assistant General Counsel
Northeast Utilities  Service Company
107 Selden Street
Berlin, CT 06037

David R. McHale
Vice President and Treasurer
Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037

     The application/declaration, as amended, in this file is amended and
restated as follows:

ITEM 1

DESCRIPTION OF PROPOSED TRANSACTIONS

Introduction

1.   Northeast Utilities ("NU"), a public utility holding company registered
under the Public Utility Holding Company Act of 1935, as amended ("the Act"),
The Connecticut Light and Power Company ("CL&P"), Public Service Company of
New Hampshire ("PSNH"), Western Massachusetts Electric Company ("WMECO"), and
North Atlantic Energy Corporation ("NAEC"), each an electric utility
subsidiary of NU, NU Enterprises, Inc. ("NUEI"), a sub-holding company over
certain of NU's non-utility subsidiaries, Northeast Generation Company
("NGC"), Northeast Generation Services Company ("NGS"), Select Energy, Inc.
("SE"), HEC Inc. ("HEC"), and Select Energy Portland Pipeline, Inc.
("SEPPI"), each a direct subsidiary of NUEI and an indirect non-utility
subsidiary of NU, and Reeds Ferry Supply Co., Inc. ("Reeds"), Select Energy
Contracting, Inc. ("SECI")and HEC Energy Consulting Canada Inc. ("HEC
Energy"), each a direct subsidiary of HEC and an indirect non-utility
subsidiary of NU, (collectively, the "Applicants"), hereby submit this
application/declaration (the "Application") pursuant to Sections 6(a), 7,
9(a), 10 and 12(c) of the Act and Rules 26(c)(3), 42, 43, 44 and 46(a)
thereunder with respect to (a) the payment of dividends to, and/or the
repurchase of stock from, NU out of capital or unearned surplus by each of
CL&P, PSNH, WMECO NAEC, from certain restructuring proceeds, (b) the payment
of dividends to, and/or the repurchase of stock from, NU out of capital or
unearned surplus by NUEI, the payment of dividends to, and/or the repurchase
of stock from, NUEI out of capital or unearned surplus by each of NGC, NGS,
SE, HEC and SEPPI, and the payment of dividends to, and/or the repurchase of
stock from, HEC out of capital or unearned surplus by Reeds, SECI and HEC
Energy, (c) the payment of dividends and/or the repurchase of stock out of
capital or unearned surplus by CL&P from certain restructuring proceeds in
accordance with the provisions of CL&P's dividend covenant under its First
Mortgage Indenture and Deed of Trust dated May 1, 1921 to the Bankers Trust
Company as trustee (the "Mortgage Indenture"), in the case of (a), (b) and
(c) above, all through December 31, 2004 (the "Authorization Period"), (d)
the issuance of additional shares by NU to the extent necessary to fulfill
its obligations under one or more forward stock purchase contracts through
December 31, 2000 and (e) the waiver of the Commission's 30% common equity-
to-total capitalization test as to CL&P, WMECO and PSNH through the end of
the Authorization Period, so long as the senior debt securities of each
company remain investment grade, and as to NU through December 31, 2001.  As
described in greater detail herein, the authorizations sought relate to the
capital restructuring of the NU system in connection with electric utility
deregulation in Connecticut, Massachusetts and New Hampshire and the related
required asset divestitures and the issuance of rate reduction bonds related
to stranded cost securitization transactions in such states.  The
transactions described herein will permit NU and its subsidiaries to use the
proceeds of those divestitures and bond issuances, among other things, to
reduce and adjust their capital structures by retiring outstanding debt,
preferred stock and common equity, and to buy down existing power purchase
agreements with independent power producers.   As a result, the Utilities
will be able to lower the rates charged to their utility customers, and gain
greater financing flexibility.  In addition, the value of the investment in
NU held by its shareholders will be enhanced.  The senior debt ratings of
CL&P, WMECO and PSNH issued by Standard & Poor's are each currently "BBB-"
while the senior debt ratings of CL&P and WMECO issued  by Moody's Investor
Service, Inc. are each "Baa3" and that of PSNH is "Ba3."  These ratings will
be unaffected or improved by the issuance of the rate reduction bonds, as the
agencies do not consider such securities to be obligations of the Utilities.

Background

2.  Connecticut, Massachusetts and New Hampshire, the states in which CL&P,
WMECO, PSNH and NAEC (collectively, the "Utilities") operate, have enacted or
shortly will enact legislation deregulating the electric utility industry in
such states to provide retail consumers with a choice of electricity
providers.  Eventually, consumers in all of those states will be allowed to
choose their energy providers, and energy prices will no longer be set by a
state regulatory commission.  The transmission and distribution of
electricity will continue to be provided by the local utilities at regulated
rates.

As vertically integrated utilities with both generation assets and
transmission and distribution assets, CL&P, PSNH, WMECO and NAEC are or will
be (in the case of PSNH and NAEC) required to restructure their companies to
comply with state statutory provisions.  This restructuring includes, among
other things, the divestiture of their generating assets.  This divestiture,
combined with authorization for the issuance of rate reduction bonds as part
of the restructuring process, will leave the Utilities in a unique financial
position in that they will experience a significant decrease in the amount of
tangible assets that they own and receive a substantial influx of cash almost
simultaneously.
Connecticut Restructuring Law and CL&P
3.  On April 29, 1998, the Connecticut Governor signed into law a
comprehensive restructuring bill entitled An Act Concerning Electric
Restructuring (the "Connecticut Act").  The Connecticut Act mandates retail
access for up to thirty-five percent of customers located in distressed
cities on and after January 1, 2000, with full retail competition to be
completed by July 1, 2000.  Further, during the time period from July 1, 1998
through December 31,1999, rates could not exceed their levels on December 31,
1996.  Starting January 1, 2000, the Act requires CL&P to implement standard
offer rates that are ten percent lower than the rates in effect on
December 1, 1996.

The Connecticut Act authorizes the Connecticut Department of Public
Utility Control ("DPUC") to permit electric public utilities to recover the
full amount of their stranded costs through a competitive transition
assessment, conditioned upon the divestiture of all non-nuclear generating
assets at auction by January 1, 2000 and divestiture of all nuclear
generating assets at auction by January 1, 2004.  Additionally, all electric
public utilities are required to undertake steps to mitigate stranded costs.
The DPUC is responsible for determining the rate of recovery for each
utility.

The Connecticut Act allows for the issuance of rate reduction bonds to
finance portions of a utility's stranded costs, as determined to be
appropriate by the DPUC, through securitization transactions.  The savings
generated through the use of rate reduction bonds ultimately results in a
reduction of electric rates.  The Connecticut Act limits the use of
securitization to non-nuclear generation-related regulatory assets and costs
associated with the renegotiation of purchased-power contracts.  CL&P may not
securitize any of its nuclear stranded costs.

Pursuant to the Connecticut Act, CL&P has filed stranded cost estimates
and unbundled rates with the DPUC.  On July 7, 1999, the DPUC issued a Final
Decision on CL&P's stranded costs, ruling that CL&P can recover up to $3.5
billion in stranded costs.
New Hampshire Restructuring Law and PSNH and NAEC
4.  Effective May 21, 1996, the New Hampshire legislature enacted Chapter
374-F of the New Hampshire Revised Statutes (the "New Hampshire Act")
mandating full retail electric choice by January 1, 1998, but allowing a six-
month extension to July 1, 1998.  On February 28, 1997, the final version of
the New Hampshire Public Utilities Commission (the "PUC") plan was released
pursuant to which electric utilities are required to divest generation
facilities by January 1, 2000.  Concurrent with the release of the PUC plan,
the PUC issued utility-specific orders regarding interim stranded cost
charges that resulted in litigation between PSNH and the PUC.  That
litigation was stayed as a result of a Memorandum of Understanding between
New Hampshire and PSNH which was entered into on June 14, 1999.  A final
settlement agreement was filed on August 2, 1999 with state regulators.

The settlement agreement provides that PSNH must reduce its rates by
approximately eighteen percent from current levels on the effective date of
the agreement, which is estimated to occur sometime in early 2000.  PSNH is
seeking to recover almost $1.9 billion of its total estimated stranded costs,
which would require that PSNH write off approximately $225 million, after
taxes, in existing stranded costs.  In addition, the settlement agreement
authorizes the issuance of approximately $725 million in rate reduction
bonds.  The final settlement agreement must be approved by the PUC and by the
New Hampshire Legislature.
Massachusetts Restructuring Law and WMECO
5.  On November 25, 1997, the Massachusetts Governor signed into law a
comprehensive restructuring bill entitled "An Act Relative to Restructuring
the Electric Utility Industry in the Commonwealth, Regulating the Provision
of Electricity and Other Services, and Promoting Enhanced Consumer
Protections Therein" (the "Massachusetts Act").  Pursuant to the
Massachusetts Act, retail electric competition began on March 1, 1998.  WMECO
was ordered to institute a mandatory ten percent reduction in approved rates
commencing March 1, 1998.  An additional five percent discount is required on
September 1, 1999.  As a result of the rate reductions to date, WMECO's
annual revenues have declined from $426 million in 1997 to $393 million in
1998.

The Massachusetts Act authorizes the Massachusetts Department of
Telecommunications and Energy (the "DTE") to permit electric public utilities
to recover stranded costs through a non-bypassable market transition charge,
and the DTE is responsible for determining each utility's specific recovery,
which recovery is conditioned upon aggressive mitigation by the recovering
utility.  The DTE has not issued an order on WMECO's pending filing regarding
stranded cost recovery.  In addition, the Massachusetts Act provides for
securitization bonds to be issued to finance a portion of a utility's
stranded costs, as determined by the DTE.   WMECO is seeking approval to
securitize up to $300 million in stranded costs.
The Impact of Restructuring on the Utilities
6.   Pursuant to the states' statutory restructuring requirements, the
electric generating assets of CL&P, PSNH and WMECO will be sold, and PSNH
will buy out its power purchase agreement with NAEC.  However, the applicable
state deregulation laws mandate that any gains on the sale of the electric
generating assets reduce stranded cost recovery, and accordingly the
Utilities will recognize no earnings effect and no accretion to their
retained earnings account when those gains are realized.

WMECO has already closed on its sale of approximately 290 MW of fossil
and hydroelectric generating assets for a sale price approximately 3.8 times
greater than the assets' 1997 book value.  The sales of these assets and
future asset sales will be used to reduce WMECO's stranded costs.  WMECO has
auctioned another 270 MW of pumped storage and conventional hydroelectric
generating assets and has obtained final regulatory approval for the sale of
those assets and hopes to close on the transaction in the first quarter of
2000.  CL&P has auctioned off its non-nuclear generating facilities, as
required by the Connecticut Act.  In February 1999, the DPUC announced the
offering for sale of CL&P's fossil fuel and hydroelectric generating
facilities.  CL&P has received final regulatory approval for the sale of
those assets and hopes to close on that transaction in the first quarter of
2000.  PSNH and NAEC expect to sell their interests in non-nuclear and
nuclear generating assets, respectively, once a settlement agreement with the
State of New Hampshire has been approved, which is expected to occur in the
latter part of 2000.  In addition, proceeds from the sale of the Utilities'
nuclear generating assets will result in additional restructuring proceeds.

In addition to the proceeds raised from these sales of generating
assets, at least three of the Utilities, CL&P, PSNH and WMECO, will receive
proceeds from the issuance of rate reduction bonds as part of the
restructuring process.  Because of the accounting treatment required by the
regulatory process, the receipt of proceeds from the rate reduction bonds
will have no effect on the respective net incomes of the Utilities and no
accretion to their retained earnings account.  Accordingly, while the
Utilities will experience a substantial influx of cash from these
transactions, none of that cash will be treated as "income" or "retained
earnings" on their financial statements.  In addition ratings on securities
of the Utilities will not be adversely affected and may improve by the
issuance of the rate reduction bonds.  Rated senior debt of the Utilities are
presently expected to remain investment grade through the Authorization
Period.

When the aforementioned process is completed, CL&P presently expects to
receive net proceeds of approximately $1.191 billion from the sales of non-
nuclear generating assets and net proceeds of $1.489 billion from the
issuance and sale of rate reduction bonds.  Thus, CL&P is presently expecting
to receive approximately $2.680 billion of cash from these restructuring
transactions.

When the aforementioned process is completed, PSNH presently expects to
receive net proceeds of approximately $360 million from the sales of non-
nuclear generating assets and net proceeds of approximately $725 million from
the issuance and sale of rate reduction bonds.  Thus, PSNH presently expects
to receive approximately $1.085 billion of cash from these restructuring
transactions.

When the aforementioned process is completed, WMECO presently expects to
receive net proceeds of approximately $233 million from the sales of non-
nuclear generating assets and net proceeds of approximately $303 million from
the issuance and sale of rate reduction bonds.  Thus, WMECO is presently
expecting to receive approximately $536 million of cash from these
restructuring transactions.

NAEC presently expects to receive net proceeds from restructuring
activities (primarily from PSNH's buy-out of its power contract with NAEC and
to a lesser extent from the sale of NAEC's interest in the Seabrook Nuclear
Power Plant) of approximately $646 million.  NAEC does not expect to receive
proceeds from the issuance of rate reduction bonds.

A table summarizing these transactions is included as Exhibit I to this
Application.
The Results of Restructuring
7.  As described above, CL&P, PSNH, WMECO and NAEC, after completing their
restructuring transactions, will become much smaller companies, requiring
much less capitalization.  Further, the proceeds from the securitization of
the Utilities' stranded costs are required to be used to reduce customer
costs by reducing capitalization and, hence, their capital revenue
requirements.  In order to achieve these cost savings, CL&P, PSNH, WMECO and
NAEC must reduce their common equity capitalizations to reflect the fact that
they are smaller corporate entities.  The above-described proceeds of
restructuring transactions are expected to provide the Utilities with the
funds to achieve this capitalization reduction.

   CL&P, WMECO and PSNH have a financial objective, post-restructuring, of
obtaining and maintaining a strong investment grade rating.  A major factor
in achieving this objective is to have a common equity to total
capitalization ratio of approximately 40-45%, with a target date for
achieving this objective of December 31, 2000 and assuming that
securitization debt will not be treated as indebtedness for rating agency
purposes in this computation.  Using these assumptions, NU derived the amount
of equity which it wished to have removed from these companies and still meet
the rating objective.

The Utilities plan to apply the net proceeds of their restructuring
transactions during the Authorization Period, among other things, to retire
outstanding debt and preferred stock, to buy down existing power purchase
agreements with independent power producers (except NAEC, which has no such
agreements) and to reduce their capitalizations.  CL&P presently expect to
use approximately $310 million to reduce its common equity capitalization;
WMECO presently expects to use approximately $145 million to reduce its
common equity capitalization; PSNH presently expects to use approximately
$297 million to reduce its common equity capitalization; and NAEC presently
expects to use approximately $164 million to reduce its common equity
capitalization.  (Individually, "CL&P Returned Equity", "WMECO Returned
Equity", "PSNH Returned Equity" and "NAEC Returned Equity" respectively).

The buy-down of power purchase contracts and the retirement of debt and
preferred stock can be accomplished without Commission approval.  In order to
effectively reduce their capitalizations, CL&P, PSNH, WMECO and NAEC seek
Commission authorization to use all or a portion of, respectively, the CL&P
Returned Equity, the PNSH Returned Equity, the WMECO Returned Equity and the
NAEC Returned Equity either (i) to pay dividends to NU, (ii) to buy back a
portion of their outstanding common stock owned by NU or (iii) to effect
common equity capital reductions through a combination of dividends and stock
repurchases.  Since, as described earlier, the receipt of restructuring
proceeds does not result in net income giving rise to earned surplus to the
Utilities, the Act and the regulations thereunder require Commission approval
for the use of such proceeds for the payment of dividends or the repurchase
of stock, in the full amount required to decapitalize the Utilities.  In
addition, Commission approval is required for the repurchase by the Utilities
of their stock from NU, an affiliate of the Utilities, and these approvals
are sought in this Application.

The Commission has previously approved the payment of dividends out of
capital or unearned surplus by a utility subsidiary of a registered holding
company when the payment would not impair the subsidiary's ability to meet
its obligations and the subsidiary's assets would be sufficient to meet any
anticipated expenses or liabilities.  See, e.g., AEP Generating Co., H.C.A.
Rel. No. 26754 (August 12, 1997).  As described above, CL&P, PSNH, WMECO and
NAEC would not face adverse financial consequences as a result of the payment
to NU.  Rather, CL&P, PSNH, WMECO and NAEC are reacting to a unique
situation, restructuring and its related financial impacts, which has created
a large influx of cash not treatable as earned surplus. Each of CL&P, WMECO,
PSNH and NAEC currently has, and following the consummation of the
transactions described herein, will continue to have, through the
Authorization Period,  adequate cash and access to working capital facilities
to meet and support its normal business operations. Payment of the dividends
(or repurchases of common stock, as the case may be) would not impair the
financial integrity of CL&P, PSNH, WMECO or NAEC because, after the payment
of such dividends, each utility would still have adequate cash to operate its
substantially smaller business operations through the Authorization Period.
The authorization being sought by the Utilities is similar to that sought by
Conectiv Inc. and its utilities in its application/declaration on Form U-1 in
File No. 70-9499 (May 19, 1999).  Similarly, the Commission has recently
approved the use of proceeds from the sale of generating assets to repurchase
the selling entity's stock from its parent registered holding company in
order to keep its capital structure balanced, in the same manner as the
Utilities propose to do here.  New England Elec. System, H.C.A. Rel. No.
26918 (Sept. 25, 1998).  That approval would seem to be apt precedent for the
stock repurchases proposed here.
Payments of Dividends or a Stock Repurchase by Competitive Subsidiaries
8.   NU's other direct or indirect competitive subsidiaries, NUEI, NGC, NGS,
SE, HEC, Reeds, SECI, HEC Energy, and SEPPI, (collectively, the "Competitive
Subsidiaries") request approval during the Authorization Period for: (i) the
payment of dividends to, and/or the repurchase of stock from, NU by NUEI;
(ii) the payment of dividends to, and/or the repurchase of stock from, NUEI
by NGC, NGS, SE, HEC and SEPPI; and (iii) the payment of dividends to, and/or
the repurchase of stock from, HEC by Reeds, SECI and HEC Energy; in each case
out of capital or unearned surplus and in amounts not to exceed the amounts
set forth in the table in paragraph 11 below.  The Competitive Subsidiaries
anticipate that they may have unrestricted cash available from time to time
for distribution in excess of their current or retained earnings.  This could
occur, for example, where a company experienced an operating loss or asset
impairment which created negative retained earnings and also sold assets
which resulted in an influx of cash.  To best arrange and deploy the NU
system's equity capital, the Competitive Subsidiaries propose to use some of
this unrestricted cash for the payment of dividends to NU, HEC and NUEI or to
effect a stock repurchase from NU, HEC and NUEI, the proceeds of which NU
ultimately would use to reduce its capitalization and other corporate
purposes.  Fundamentally, the question of how much capital NU should have
invested at any one time in its Competitive Subsidiaries will be dictated by
competitive and commercial needs not fully foreseeable at this time.  NU
needs the flexibility to adjust its level of equity investment at any time in
these companies as such circumstances dictate.

The Commission has permitted competitive subsidiaries of registered
holding companies to pay dividends out of capital or unearned surplus when
that payment will not adversely affect the financial integrity of the holding
company system or jeopardize the working capital of the operating
subsidiaries, American Electric Power Co., H.C.A. Rel. No. 26760 (Sept. 18,
1997), or when not permitting such a payment would cause cash to be trapped
at the competitive subsidiaries when there is no need for it,  The Southern
Co., H.C.A. Rel. No. 26543 (July 17, 1996), See also Northeast Utilities,
H.C.A. Rel. No. 26810 (December 30, 1997).  In response to more recently
filed applications under the Act, the Commission has given blanket
authorization for the payment of dividends out of capital or unearned
surplus.  See, GPU International, Inc., et al. H.C.A. Rel. No. 27023 (May 14,
1999).   Here, the payment of dividends by the Competitive Subsidiaries
directly or indirectly to NU or the repurchase of stock by the Competitive
Subsidiaries is part of the NU system's overall plan to maintain its level of
investment in each subsidiary as will most benefit its shareholders and
ratepayers, and so having such flexibility will improve, rather than harm,
the financial integrity of the NU system and its operating companies.
Moreover, the cash to be used to pay the dividends or to repurchase stock may
not be needed by the Competitive Subsidiaries to achieve their corporate
goals, so there would be no need to leave that cash with the Competitive
Subsidiaries.  Accordingly, the payment of dividends or the repurchase of
stock by the Competitive Subsidiaries out of capital or unearned surplus
should be approved.
Approval of the Issuance of Additional Shares by NU
to Settle One or More Forward Contracts
9.  In order to fund the share portion of its proposed merger with Yankee
Energy System, Inc. (see SEC File No. 70-09535), NU entered into forward
stock purchase contracts (collectively, the "Forwards") with a third party to
repurchase, on NU's behalf, the necessary NU shares.  Since NU does not yet
have sufficient proceeds from the various restructuring transactions
described above, Forwards provide NU with a viable method of obtaining its
own shares at anti-dilutive prices and with no balance sheet impact during
the carrying period.  NU anticipates closing out the Forwards in the fourth
quarter of 2000 assuming the availability of adequate proceeds from the
restructuring activities described above.
    In a typical Forward transaction, a broker acting for NU will acquire a
negotiated number of shares at market prices, hold them until a negotiated
deadline, and then deliver them at the acquisition price (determined by one
of a number of possible methods) to NU.  NU will pay a carrying charge plus a
fee to compensate the broker, and will collateralize the broker should the
aggregate market price of the carried shares fall below a negotiated
percentage of the original aggregate cost.  Ultimately, and critical to the
broker's own financial standing, the broker retains the right to sell out the
position and charge the difference to NU should the market fall off be
substantial.  Under present accounting rules, the transaction will be
accounted for as an equity commitment and not as an obligation of
indebtedness.  In order to settle a negative forward in shares, NU must have
the lawful right to issue such shares, which is the purpose of this portion
of the Application.

     NU estimates that it will need the ability to issue up to 8.5 million
shares to compensate for the possibility of negative Forward settlements and
accordingly requests permission to issue such shares in one or more
transactions through the period ending December 31, 2000, which is the latest
date it could envision needing such authorization .
Approval of the Payment of Additional Amounts under the CL&P
Mortgage Indenture restriction, dated May 1, 1921.
10.  In addition to the other transactions described herein, the Applicants
request that the Commission exercise its reserved power as provided in the
dividend covenant in CL&P's Mortgage Indenture relating to CL&P's first
mortgage bonds, so as to permit CL&P, during the Authorization Period, to
effect dividend payments, the repurchase of its shares or any combination
thereof, notwithstanding the fact that the CL&P Returned Equity does not
represent net earnings giving rise to earned surplus.  The full text of the
dividend covenant, Section 6.13 of the Mortgage Indenture, is attached hereto
as Exhibit J.  CL&P has an additional issue of first mortgage bonds, its
Series TT Bonds, with a comparable covenant, but such bonds will be retired
with the proceeds of CL&P's asset sales in the first quarter of 2000 and
prior to any such upstream payment to NU.

The dividend covenant provides, among other things, that cash dividends
may not be paid on the capital stock of CL&P, or distributions made, or
capital stock purchased by CL&P, in an aggregate amount which exceeds CL&P's
earned surplus after December 31, 1966, plus the earned surplus of CL&P
accumulated prior to January 1, 1967 in an amount not exceeding $13,500,000,
plus such additional amount as may be authorized or approved by the
Commission under the Act.  CL&P hereby is requesting that the Commission
approve such an additional amount to enable the payment of dividends and/or
the repurchase of stock, as described above.  The actual amount over such
limit for which authorization is being sought depends on the amount of CL&P's
earned surplus at the time of the dividend payment or stock repurchase.
However, the maximum aggregate amount of capital expected to be transferred
to NU through these means during the Authorization Period will not exceed
$310 million.  The Commission has previously approved the payment of
additional amounts under similar dividend restrictions upon a finding that
such approval was in the public interest.  See, e.g., AEP Generating Co.,
H.C.A. Rel. No. 24989 (Nov. 21, 1989); Southern Elec. Gen. Co., H.C.A. Rel.
No. 14417 (April 25, 1961).  The requested dividend payments and/or
repurchase of CL&P stock from restructuring proceeds are in the public
interest as it will not impair CL&P's ability to meet its obligations and it
will result in the benefits to the NU system, the NU shareholders and the
Utilities' customers described above.  Without such authorization in this
case,  much of the extraordinary funds received by CL&P through generation
asset sales and securitization would remain trapped at CL&P and would not be
available to benefit the NU system as a whole.  Thus, such payments will not
negatively affect the interests sought to be protected under the dividend
restriction and CL&P's request should be approved.

Waiver of Commission's 30% Common Equity Ratio Test

11.   As shown on Exhibit K hereto, the addition of securitization debt to
the balance sheets of CL&P, WMECO and PSNH on a pro forma basis will cause
these companies (and NU on a consolidated basis) to fail the Commission's
benchmark of 30% common equity-to-capitalization test, with their respective
pro forma common equity ratios at 19.1%, 16.6%, 14.2% and 29.1%, As indicated
earlier, however, the ratings of the Utilities' respective senior debt
securities will be unaffected or will be improved by the issuance of the rate
reduction bonds, as such bonds are not considered obligations of the
Utilities by the ratings agencies.  CL&P, WMECO and PSNH presently anticipate
that all such debt will have been amortized by no later than twelve years
after the respective date when such company has issued the maximum principal
amount of rate reduction bonds which it intends to issue ("Full
Securitization").  Thus the companies' common equity ratio will exceed 30% by
no later than the end of such period.   Assuming a straight line amortization
over the twelve-year period from Full Securitization of $84 million annually
in the case of CL&P, $20 million annually in the case of WMECO and $50
million annually in the case of PSNH, each company's common equity ratio will
be over 30% by the end of the twelfth year.  Assuming full amortization of
the rate reduction bonds by the end of the twelfth year, the common equity
ratio will reach 30% in the ninth year in the case of CL&P and in the tenth
year in the case of WMECO and PSNH.  Accordingly, CL&P, WMECO and PSNH each
seek a waiver of the Commission's 30% common equity ratio test through the
end of the Authorization Period so long as the ratings on their senior debt
securities remain investment grade.  Should any of the companies require a
waiver of such test subsequent to the end of the Authorization Period, an
extension of the requested waivers will be sought from the Commission. In all
likelihood, a sufficient amount of securitization debt will be amortized
prior to the end of such twelve year period to restore the companies' common
equity ratio to over 30% prior to that date, but at this point the terms of
such debt are not known so an earlier date cannot be reliably predicted.  In
addition, NU seeks a waiver of the Commission's 30% consolidated common
equity ratio threshold through December 31, 2001.
Summary of Requested Action
12.   The Applicants request that the Commission issue an order authorizing:
(a) the payment of dividends to, and/or the repurchase of stock from, NU out
of capital or unearned surplus by each of the Utilities during the
Authorization Period; (b) during the Authorization Period (i) the payment of
dividends to, and/or the repurchase of stock from, NU out of capital or
unearned surplus by NUEI, (ii) the payment of dividends to, and/or the
repurchase of stock from, NUEI out of capital or unearned surplus by each of
NGC, NGS, SE, HEC and SEPPI, and (iii) the payment of dividends to, and/or
the repurchase of stock from, HEC out of capital or unearned surplus by
Reeds, SECI and HEC Energy,  (d) the payment of dividends and/or the
repurchase of stock out of capital or unearned surplus by CL&P to NU under
its Mortgage Indenture dividend covenant during the Authorization Period, (d)
the issuance of additional shares by NU to the extent necessary to fulfill
its obligations under the Forwards through December 31, 2000 and (e) the
waiver of the Commission's 30% common equity-to-total capitalization test as
to CL&P, WMECO and PSNH through the end of the Authorization Period so long
as the senior debt securities of each respective company remain investment
grade and as to NU through December 31, 2001.  The following chart depicts
graphically the various approvals sought in this Application:

(a)  Approvals Sought For Payment Of Dividends And/Or Repurchase Of Stock
Out Of Capital Or Unearned Surplus

Company
Maximum amount
CL&P
not in excess of $310 million*

WMECO
not in excess of $145 million.*

PSNH
not in excess of $297 million*

NAEC
not in excess of $164 million*

NUEI
not in excess of $132 million

NGC
not in excess of $10 million

NGS
not in excess of $10 million

SE
not in excess of $70 million

HEC (Consolidated)
        SECI
        HEC Energy
        Reeds



not in excess of $19 million

SEPPI
not in excess of $8.5 million

* Sources limited to restructuring proceeds.
(b) Other Approvals
NU
(a)  issuance of up to 8.5 million
additional shares to the
extent necessary to fulfill
Forward obligations
(b)  waiver of the Commission's
30% common equity-to-
capitalization test through
December 31, 2001
WMECO
waiver of the Commission's 30%
common equity-to-capitalization
test through the end of the
Authorization Period so long as
the senior debt securities of
the company remain investment
grade.
PSNH
waiver of the Commission's 30%
common equity-to-capitalization
test through the end of the
Authorization Period so long as
the senior debt securities of
the company remain investment
grade.
CL&P
(a) payment of dividends and/or
repurchase of stock out of
capital or unearned surplus
from restructuring proceeds in
accordance with Mortgage
Indenture dividend covenant
(b) waiver of the Commission's
30% common equity-to-
capitalization test through the
end of the Authorization Period
so long as the senior debt
securities of the company
remain investment grade
Statement Pursuant to Rule 54
13.    Except in accordance with the Act, none of the Applicants (a) have
acquired an ownership interest in an exempt wholesale generator ("EWG") or a
foreign utility company ("FUCO") as defined in Sections 32 and 33 of the Act,
or (b) now is or as a consequence of the transactions proposed herein will
become a party to, or has as a consequence of the transactions proposed
herein will have a right under, a service, sales or construction contract
with an EWG or a FUCO.  None of the proceeds from the transactions proposed
herein will be used by the Applicants to acquire any securities of, or any
interest in, an EWG or a FUCO.1

_________________________
1. Please see the application/declaration filed with the Commission by
NU and NGS  on August 26, 1999, as amended, in File No. 70-9543 concerning
the anticipated investments in EWGs by NU.

The Applicants are in compliance with Rule 53(a), (b) and (c), as
demonstrated by the following determinations:

(i)  NU's aggregate investment in EWGs and FUCOs (i.e., amounts invested
in or committed to be invested in EWGs and FUCOs for which there is
no recourse to the NU) does not exceed 50% of NU and its
subsidiaries' consolidated retained earnings as reported for the
four most recent quarterly periods on NU's  Form 10-K and 10-Qs.
At June 30, 1999 the ratio of such investment ($6 million) to such
consolidated retained earnings ($579 million) was 1 percent.
(ii)  Ave Fenix (NU's only EWG or FUCO at this time) maintains books and
records, and prepares financial statements in accordance with Rule
53(a)(2).  Furthermore,  NU has undertaken to provide the
Commission with access to such books and records and financial
statements, as it may request.
(iii)   No employees of the Applicants have rendered services to the
EWG/FUCO.
(iv)   NU has submitted (a) a copy of each Form U-1 and Rule 24
certificate that has been filed with the Commission under Rule 53
and (b) a copy of Item 9 of Form U5S and Exhibits G and H thereof
to each state regulator having jurisdiction over all the rates of
NU's public utility subsidiaries.
(v)  None of the Applicants have been the subject of a bankruptcy or
similar proceeding unless a plan of reorganization has been
confirmed in such proceeding.  In addition, although NU's average
consolidated retained earnings ("CREs") for the four most recent
quarterly periods have decreased by 10% or more from the average
for the previous four quarterly periods (at June 30, 1998, NU's
CREs were $698 million; at June 30, 1999 NU's CREs were $579
million), NU's aggregate investment in EWGs/FUCOs at such date ($6
million) did not exceed two percent of NU's consolidated capital
invested in utility operations ($5,950 million).
(vi)  In the previous fiscal year, NU did not report operating losses
attributable to its investment in EWGs/FUCOs, unless such losses
did not exceed 5 percent of NU's consolidated retained earnings.
ITEM 2

FEES, COMMISSIONS AND EXPENSES

14.   The fees, commissions and expenses paid or incurred, or to be paid or
incurred, directly or indirectly, in connection with the proposed
transactions by the Applicants are not expected to exceed $150,000 and are
expected to be comprised primarily of fees for ordinary legal, accounting and
investment banking services.  None of such fees, commissions or expenses will
be paid to any associate company or affiliate of the Applicants except for
payments to Northeast Utilities Service Company for financial and other
services.

ITEM 3

APPLICABLE STATUTORY PROVISIONS

15.  Sections  6(a), 7, 9(a), 10 and 12(c) of the Act and Rules 26(c)(3), 42,
43, 44 and 46(a) thereunder are or may be applicable to the proposed
transactions.  To the extent any other sections of the Act or Rules
thereunder may be applicable to the proposed transaction, the Applicants
request appropriate orders thereunder.

ITEM 4

REGULATORY APPROVALS

16.  No state or Federal regulatory approval, other than the approval of the
Commission pursuant to this Application, is required to consummate the
transactions described herein, except that NU will be required to register
any shares issuable under the terms of a Forward to compensate for a funding
deficiency if a Forward terminates under the provisions of the Securities Act
of 1933, as amended.

ITEM 5

PROCEDURE

17.   The Applicants respectfully request the Commission's approval, pursuant
to this Application, of all transactions described herein, whether under the
sections of the Act and Rules thereunder enumerated in Item 3 or otherwise.
It is further requested that the Commission issue an order authorizing the
transactions proposed herein at the earliest practicable date, but in any
event no later than February 29, 2000.  Additionally, the Applicants (i)
request that there not be any recommended decision by a hearing officer or by
any responsible officer of the Commission, (ii) consent to the Office of
Public Utility Regulation within the Division of Investment Management
assisting in the preparation of the Commission's decision, and (iii) waive
the 30-day waiting period between the issuance of the Commission's order and
on the date on which it is to become effective, since it is desired that the
Commission's order when issued, become effective immediately.

ITEM 6

EXHIBITS AND FINANCIAL STATEMENTS

(asterisked (*) items were previously filed) .

18. (a) Exhibits
  *A.  Pro Forma Capitalization Ratios Schedule
  *F.  Opinion of Counsel
  *G.  Financial Data Schedules
  *H. Proposed Form of Notice
  *H.1  Revised Proposed Form of Notice
  *I.  Chart Depicting Utilities' Proceeds from Restructuring Transactions
and Uses Thereof
  *J.  CL&P Mortgage Indenture Dividend Covenant
   K. Projected Capital Structure with Rate Reduction Bonds.
 * (b)Financial Statements
1.	Northeast Utilities and Subsidiaries (consolidated)
1.1	Balance Sheet, per books and pro forma, as of June 30,
1999.
1.2	Statement of Income, per books and pro forma, for 12
months ended June 30, 1999 and capital structure, per
books and pro forma, as of June 30, 1999.
2.	Northeast Utilities (parent company only).
2.1	Balance Sheet, per books and pro forma, as of June 30,
1999.
2.2	Statement of Income and Surplus, per books and pro forma,
for 12 months ended June 30, 1999 and capital structure,
per books and pro forma, as of June 30, 1999.
3.	The Connecticut Light and Power Company
3.1	Balance Sheet, per books and pro forma, as of June 30,
1999.
3.2	Statement of Income and Surplus, per books and pro forma,
for 12 months ended June 30, 1999 and capital structure,
per books and pro forma, as of June 30, 1999.
4.	Public Service Company of New Hampshire
4.1	Balance Sheet, per books and pro forma, as of June 30,
1999.
4.2	Statement of Income and Surplus, per books and pro forma,
for 12 months ended June 30, 1999 and capital structure,
per books and pro forma, as of June 30, 1999.
5.	Western Massachusetts Electric Company
5.1	Balance Sheet, per books and pro forma, as of June 30,
1999.
5.2	Statement of Income and Surplus, per books and pro forma,
for 12 months ended June 30, 1999 and capital structure,
per books and pro forma, as of June 30, 1999.
6.	North Atlantic Energy Corporation
6.1	Balance Sheet, per books and pro forma, as of June 30,
1999.
6.2	Statement of Income and Surplus, per books and pro forma,
for 12 months ended June 30, 1999 and capital structure,
per books and pro forma, as of June 30, 1999.

ITEM 7

INFORMATION AS TO ENVIRONMENTAL EFFECTS

19. (a)  The financial transactions described herein do not involve a major
Federal action significantly affecting the quality of the human environment.
    (b)  No other federal agency has prepared or is preparing an
environmental impact statement with regard to the proposed transaction.

SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, as amended, the undersigned companies have duly caused this statement
to be signed on their behalf by the undersigned thereunto duly authorized.
NORTHEAST UTILITIES
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
WESTERN MASSACHUSETTS ELECTRIC COMPANY

By:  /s/ Randy A. Shoop
Randy A. Shoop
Assistant Treasurer- Finance

THE CONNECTICUT LIGHT AND POWER COMPANY

By: /s/ Randy A. Shoop
Randy A. Shoop
Treasurer

NORTH ATLANTIC ENERGY CORPORATION
NU ENTERPRISES, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICES COMPANY
SELECT ENERGY, INC.
SELECT ENERGY PORTLAND PIPELINE, INC.
HEC ENERGY CONSULTING CANADA, INC.
REEDS FERRY SUPPLY CO, INC.

By: /s/ Frederic Lee Klein
Frederic Lee Klein
Assistant Secretary

HEC INC.
SELECT ENERGY CONTRACTING, INC.

By:/s/ Frederic Lee Klein
Frederic Lee Klein
Assistant Clerk

Date:  February 17, 2000

EX-99

EXHIBIT K


Total	Common
	Capitalization	Equity	%

Northeast Utilities	6,221,145	1,808,972
	29.1%
The Connecticut Light and Power Company	3,247,510	619,043
	19.1%
Western Massachusetts Electric Company	561,384	93,166
	16.6%
Public Service Company of New Hampshire	1,176,826	166,788
	14.2%
Total Capitalization includes:
total common stockholder's equity
preferred stock not subject to mandatory redemption
preferred stock subject to mandatory redemption
long-term debt
minority interest in consolidated subsidiaries
rate reduction bond obligations
notes payable to banks and affiliated companies
current portion of long-term debt and preferred stock

Projected Capital Structure with RRBs
		Post
		Restructuring
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,516,800	40.46%
(2)	Other Debt and Preferred Stock	1,895,373	30.47%
(3)	Common Equity	1,808,972	29.08%
	Total Capitalization	6,221,145	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,489,082	45.85%
(2)	Other Debt and Preferred Stock	1,139,385	35.08%
(3)	Common Equity	619,043	19.06%
	Total Capitalization	3,247,510	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	302,718	53.92%
(2)	Other Debt and Preferred Stock	165,500	29.48%
(3)	Common Equity	93,166	16.60%
	Total Capitalization	561,384	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	725,000	61.61%
(2)	Other Debt and Preferred Stock	285,038	24.22%
(3)	Common Equity	166,788	14.17%
	Total Capitalization	1,176,826	100.00%

ASSUMPTIONS
(1)	Straight - Line Amortization	Per Year
	CL&P	84,000
	WMECO	20,000
	PSNH	50,000
(2)	Total Debt and Preferred Stock includes:
	preferred stock not subject to mandatory redemption
	preferred stock subject to mandatory redemption
	long-term debt
	minority interest in consolidated subsidiaries
	rate reduction bond obligations
	notes payable to banks and affiliated companies
	current portion of long-term debt and preferred stock
(3)	1% increase in capital reflects net impact of 2%
	increase in net income and 50% dividend payout



		Year 1
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,362,800	38.83%
(2)	Other Debt and Preferred Stock	1,895,373	31.15%
(3)	Common Equity	1,827,062	30.02%
	Total Capitalization	6,085,235	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,405,082	44.33%
(2)	Other Debt and Preferred Stock	1,139,385	35.95%
(3)	Common Equity	625,233	19.73%
	Total Capitalization	3,169,700	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	282,718	52.13%
(2)	Other Debt and Preferred Stock	165,500	30.52%
(3)	Common Equity	94,098	17.35%
	Total Capitalization	542,316	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	675,000	59.81%
(2)	Other Debt and Preferred Stock	285,038	25.26%
(3)	Common Equity	168,456	14.93%
	Total Capitalization	1,128,494	100.00%



		Year 2
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,208,800	37.13%
(2)	Other Debt and Preferred Stock	1,895,373	31.86%
(3)	Common Equity	1,845,332	31.02%
	Total Capitalization	5,949,505	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,321,082	42.73%
(2)	Other Debt and Preferred Stock	1,139,385	36.85%
(3)	Common Equity	631,486	20.42%
	Total Capitalization	3,091,953	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	262,718	50.21%
(2)	Other Debt and Preferred Stock	165,500	31.63%
(3)	Common Equity	95,039	18.16%
	Total Capitalization	523,257	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	625,000	57.86%
(2)	Other Debt and Preferred Stock	285,038	26.39%
(3)	Common Equity	170,140	15.75%
	Total Capitalization	1,080,178	100.00%



		Year 3
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,054,800	35.34%
(2)	Other Debt and Preferred Stock	1,895,373	32.60%
(3)	Common Equity	1,863,786	32.06%
	Total Capitalization	5,813,959	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,237,082	41.04%
(2)	Other Debt and Preferred Stock	1,139,385	37.80%
(3)	Common Equity	637,801	21.16%
	Total Capitalization	3,014,268	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	242,718	48.14%
(2)	Other Debt and Preferred Stock	165,500	32.82%
(3)	Common Equity	95,989	19.04%
	Total Capitalization	504,207	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	575,000	55.72%
(2)	Other Debt and Preferred Stock	285,038	27.62%
(3)	Common Equity	171,842	16.65%
	Total Capitalization	1,031,880	100.00%



		Year 4
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,900,800	33.47%
(2)	Other Debt and Preferred Stock	1,895,373	33.38%
(3)	Common Equity	1,882,424	33.15%
	Total Capitalization	5,678,597	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,153,082	39.27%
(2)	Other Debt and Preferred Stock	1,139,385	38.80%
(3)	Common Equity	644,179	21.94%
	Total Capitalization	2,936,646	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	222,718	45.91%
(2)	Other Debt and Preferred Stock	165,500	34.11%
(3)	Common Equity	96,949	19.98%
	Total Capitalization	485,167	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	525,000	53.38%
(2)	Other Debt and Preferred Stock	285,038	28.98%
(3)	Common Equity	173,560	17.65%
	Total Capitalization	983,598	100.00%



		Year 5
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,746,800	31.51%
(2)	Other Debt and Preferred Stock	1,895,373	34.19%
(3)	Common Equity	1,901,248	34.30%
	Total Capitalization	5,543,421	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,069,082	37.39%
(2)	Other Debt and Preferred Stock	1,139,385	39.85%
(3)	Common Equity	650,620	22.76%
	Total Capitalization	2,859,087	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	202,718	43.49%
(2)	Other Debt and Preferred Stock	165,500	35.50%
(3)	Common Equity	97,918	21.01%
	Total Capitalization	466,136	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	475,000	50.78%
(2)	Other Debt and Preferred Stock	285,038	30.47%
(3)	Common Equity	175,296	18.74%
	Total Capitalization	935,334	100.00%



		Year 6
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,592,800	29.45%
(2)	Other Debt and Preferred Stock	1,895,373	35.04%
(3)	Common Equity	1,920,260	35.50%
	Total Capitalization	5,408,433	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	985,082	35.41%
(2)	Other Debt and Preferred Stock	1,139,385	40.96%
(3)	Common Equity	657,127	23.62%
	Total Capitalization	2,781,594	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	182,718	40.87%
(2)	Other Debt and Preferred Stock	165,500	37.02%
(3)	Common Equity	98,898	22.12%
	Total Capitalization	447,116	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	425,000	47.91%
(2)	Other Debt and Preferred Stock	285,038	32.13%
(3)	Common Equity	177,049	19.96%
	Total Capitalization	887,087	100.00%



		Year 7
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,438,800	27.28%
(2)	Other Debt and Preferred Stock	1,895,373	35.94%
(3)	Common Equity	1,939,463	36.78%
	Total Capitalization	5,273,636	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	901,082	33.32%
(2)	Other Debt and Preferred Stock	1,139,385	42.13%
(3)	Common Equity	663,698	24.54%
	Total Capitalization	2,704,165	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	162,718	38.01%
(2)	Other Debt and Preferred Stock	165,500	38.66%
(3)	Common Equity	99,887	23.33%
	Total Capitalization	428,105	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	375,000	44.70%
(2)	Other Debt and Preferred Stock	285,038	33.98%
(3)	Common Equity	178,819	21.32%
	Total Capitalization	838,857	100.00%



		Year 8
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,284,800	25.00%
(2)	Other Debt and Preferred Stock	1,895,373	36.88%
(3)	Common Equity	1,958,857	38.12%
	Total Capitalization	5,139,030	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	817,082	31.11%
(2)	Other Debt and Preferred Stock	1,139,385	43.38%
(3)	Common Equity	670,335	25.52%
	Total Capitalization	2,626,802	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	142,718	34.89%
(2)	Other Debt and Preferred Stock	165,500	40.45%
(3)	Common Equity	100,885	24.66%
	Total Capitalization	409,103	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	325,000	41.11%
(2)	Other Debt and Preferred Stock	285,038	36.05%
(3)	Common Equity	180,608	22.84%
	Total Capitalization	790,646	100.00%




		Year 9
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,130,800	22.60%
(2)	Other Debt and Preferred Stock	1,895,373	37.87%
(3)	Common Equity	1,978,446	39.53%
	Total Capitalization	5,004,619	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	733,082	28.75%
(2)	Other Debt and Preferred Stock	1,139,385	44.69%
(3)	Common Equity	677,038	26.56%
	Total Capitalization	2,549,505	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	122,718	31.46%
(2)	Other Debt and Preferred Stock	165,500	42.42%
(3)	Common Equity	101,894	26.12%
	Total Capitalization	390,112	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	275,000	37.04%
(2)	Other Debt and Preferred Stock	285,038	38.39%
(3)	Common Equity	182,414	24.57%
	Total Capitalization	742,452	100.00%



		Year 10
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	976,800	20.06%
(2)	Other Debt and Preferred Stock	1,895,373	38.92%
(3)	Common Equity	1,998,230	41.03%
	Total Capitalization	4,870,403	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	649,082	26.25%
(2)	Other Debt and Preferred Stock	1,139,385	46.09%
(3)	Common Equity	683,809	27.66%
	Total Capitalization	2,472,276	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	102,718	27.68%
(2)	Other Debt and Preferred Stock	165,500	44.59%
(3)	Common Equity	102,913	27.73%
	Total Capitalization	371,131	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	225,000	32.41%
(2)	Other Debt and Preferred Stock	285,038	41.06%
(3)	Common Equity	184,238	26.54%
	Total Capitalization	694,276	100.00%



		Year 11
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	822,800	17.37%
(2)	Other Debt and Preferred Stock	1,895,373	40.02%
(3)	Common Equity	2,018,213	42.61%
	Total Capitalization	4,736,386	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	565,082	23.59%
(2)	Other Debt and Preferred Stock	1,139,385	47.57%
(3)	Common Equity	690,647	28.84%
	Total Capitalization	2,395,114	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	82,718	23.49%
(2)	Other Debt and Preferred Stock	165,500	47.00%
(3)	Common Equity	103,942	29.52%
	Total Capitalization	352,160	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	175,000	27.08%
(2)	Other Debt and Preferred Stock	285,038	44.12%
(3)	Common Equity	186,080	28.80%
	Total Capitalization	646,118	100.00%



		Year 12
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	668,800	14.53%
(2)	Other Debt and Preferred Stock	1,895,373	41.18%
(3)	Common Equity	2,038,395	44.29%
	Total Capitalization	4,602,568	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	481,082	20.75%
(2)	Other Debt and Preferred Stock	1,139,385	49.15%
(3)	Common Equity	697,553	30.09%
	Total Capitalization	2,318,020	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	62,718	18.82%
(2)	Other Debt and Preferred Stock	165,500	49.67%
(3)	Common Equity	104,982	31.51%
	Total Capitalization	333,200	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	125,000	20.90%
(2)	Other Debt and Preferred Stock	285,038	47.67%
(3)	Common Equity	187,941	31.43%
	Total Capitalization	597,979	100.00%


Break Even Straight Line Amortization
		Post
		Restructuring
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,516,800	40.46%
(2)	Other Debt and Preferred Stock	1,895,373	30.47%
(3)	Common Equity	1,808,972	29.08%
	Total Capitalization	6,221,145	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,489,082	45.85%
(2)	Other Debt and Preferred Stock	1,139,385	35.08%
(3)	Common Equity	619,043	19.06%
	Total Capitalization	3,247,510	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	302,718	53.92%
(2)	Other Debt and Preferred Stock	165,500	29.48%
(3)	Common Equity	93,166	16.60%
	Total Capitalization	561,384	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	725,000	61.61%
(2)	Other Debt and Preferred Stock	285,038	24.22%
(3)	Common Equity	166,788	14.17%
	Total Capitalization	1,176,826	100.00%


ASSUMPTIONS
(1)	Straight - Line Amortization
	Principal Repayment in 12 years	Per Year
	CL&P	124,090
	WMECO	25,227
	PSNH	60,417
(2)	Total Debt and Preferred Stock includes:
	preferred stock not subject to mandatory redemption
	preferred stock subject to mandatory redemption
	long-term debt
	minority interest in consolidated subsidiaries
	rate reduction bond obligations
	notes payable to banks and affiliated companies
	current portion of long-term debt and preferred stock
(3)	1% increase in capital reflects net impact of 2%
	increase in net income and 50% dividend payout



		Year 1
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,307,067	38.26%
(2)	Other Debt and Preferred Stock	1,895,373	31.43%
(3)	Common Equity	1,827,062	30.30%
	Total Capitalization	6,029,501	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,364,992	43.62%
(2)	Other Debt and Preferred Stock	1,139,385	36.41%
(3)	Common Equity	625,233	19.98%
	Total Capitalization	3,129,610	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	277,491.50	51.67%
(2)	Other Debt and Preferred Stock	165,500	30.81%
(3)	Common Equity	94,098	17.52%
	Total Capitalization	537,089	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	664,583	59.44%
(2)	Other Debt and Preferred Stock	285,038	25.49%
(3)	Common Equity	168,456	15.07%
	Total Capitalization	1,118,077	100.00%



		Year 2
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	2,097,333	35.93%
(2)	Other Debt and Preferred Stock	1,895,373	32.47%
(3)	Common Equity	1,845,332	31.61%
	Total Capitalization	5,838,039	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,240,902	41.20%
(2)	Other Debt and Preferred Stock	1,139,385	37.83%
(3)	Common Equity	631,486	20.97%
	Total Capitalization	3,011,772	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	252,265.00	49.19%
(2)	Other Debt and Preferred Stock	165,500	32.27%
(3)	Common Equity	95,039	18.53%
	Total Capitalization	512,804	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	604,167	57.03%
(2)	Other Debt and Preferred Stock	285,038	26.91%
(3)	Common Equity	170,140	16.06%
	Total Capitalization	1,059,345	100.00%



		Year 3
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,887,600	33.43%
(2)	Other Debt and Preferred Stock	1,895,373	33.57%
(3)	Common Equity	1,863,786	33.01%
	Total Capitalization	5,646,759	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	1,116,812	38.59%
(2)	Other Debt and Preferred Stock	1,139,385	39.37%
(3)	Common Equity	637,801	22.04%
	Total Capitalization	2,893,997	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	227,038.50	46.47%
(2)	Other Debt and Preferred Stock	165,500	33.88%
(3)	Common Equity	95,989	19.65%
	Total Capitalization	488,528	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	543,750	54.34%
(2)	Other Debt and Preferred Stock	285,038	28.49%
(3)	Common Equity	171,842	17.17%
	Total Capitalization	1,000,630	100.00%



		Year 4
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,677,867	30.75%
(2)	Other Debt and Preferred Stock	1,895,373	34.74%
(3)	Common Equity	1,882,424	34.50%
	Total Capitalization	5,455,663	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	992,721	35.76%
(2)	Other Debt and Preferred Stock	1,139,385	41.04%
(3)	Common Equity	644,179	23.20%
	Total Capitalization	2,776,285	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	201,812.00	43.47%
(2)	Other Debt and Preferred Stock	165,500	35.65%
(3)	Common Equity	96,949	20.88%
	Total Capitalization	464,261	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	483,333	51.31%
(2)	Other Debt and Preferred Stock	285,038	30.26%
(3)	Common Equity	173,560	18.43%
	Total Capitalization	941,932	100.00%



		Year 5
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,468,133	27.89%
(2)	Other Debt and Preferred Stock	1,895,373	36.00%
(3)	Common Equity	1,901,248	36.11%
	Total Capitalization	5,264,754	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	868,631	32.67%
(2)	Other Debt and Preferred Stock	1,139,385	42.86%
(3)	Common Equity	650,620	24.47%
	Total Capitalization	2,658,637	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	176,585.50	40.13%
(2)	Other Debt and Preferred Stock	165,500	37.61%
(3)	Common Equity	97,918	22.25%
	Total Capitalization	440,004	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	422,917	47.88%
(2)	Other Debt and Preferred Stock	285,038	32.27%
(3)	Common Equity	175,296	19.85%
	Total Capitalization	883,251	100.00%



		Year 6
			%
Northeast Utilities
(1)	Rate Reduction Bonds	1,258,400	24.80%
(2)	Other Debt and Preferred Stock	1,895,373	37.35%
(3)	Common Equity	1,920,260	37.84%
	Total Capitalization	5,074,033	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	744,541	29.30%
(2)	Other Debt and Preferred Stock	1,139,385	44.84%
(3)	Common Equity	657,127	25.86%
	Total Capitalization	2,541,053	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	151,359.00	36.41%
(2)	Other Debt and Preferred Stock	165,500	39.81%
(3)	Common Equity	98,898	23.79%
	Total Capitalization	415,757	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	362,500	43.96%
(2)	Other Debt and Preferred Stock	285,038	34.57%
(3)	Common Equity	177,049	21.47%
	Total Capitalization	824,587	100.00%



		Year 7
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	1,048,667	21.47%
(2)	Other Debt and Preferred Stock	1,895,373	38.81%
(3)	Common Equity	1,939,463	39.71%
	Total Capitalization	4,883,502	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	620,451	25.60%
(2)	Other Debt and Preferred Stock	1,139,385	47.01%
(3)	Common Equity	663,698	27.39%
	Total Capitalization	2,423,534	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	126,132.50	32.22%
(2)	Other Debt and Preferred Stock	165,500	42.27%
(3)	Common Equity	99,887	25.51%
	Total Capitalization	391,519	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	302,083	39.44%
(2)	Other Debt and Preferred Stock	285,038	37.21%
(3)	Common Equity	178,819	23.35%
	Total Capitalization	765,941	100.00%



		Year 8
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	838,933	17.88%
(2)	Other Debt and Preferred Stock	1,895,373	40.39%
(3)	Common Equity	1,958,857	41.74%
	Total Capitalization	4,693,164	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	496,361	21.52%
(2)	Other Debt and Preferred Stock	1,139,385	49.41%
(3)	Common Equity	670,335	29.07%
	Total Capitalization	2,306,081	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	100,906.00	27.47%
(2)	Other Debt and Preferred Stock	165,500	45.06%
(3)	Common Equity	100,885	27.47%
	Total Capitalization	367,291	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	241,667	34.17%
(2)	Other Debt and Preferred Stock	285,038	40.30%
(3)	Common Equity	180,608	25.53%
	Total Capitalization	707,312	100.00%




		Year 9
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	629,200	13.97%
(2)	Other Debt and Preferred Stock	1,895,373	42.09%
(3)	Common Equity	1,978,446	43.94%
	Total Capitalization	4,503,019	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	372,270	17.01%
(2)	Other Debt and Preferred Stock	1,139,385	52.06%
(3)	Common Equity	677,038	30.93%
	Total Capitalization	2,188,694	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	75,679.50	22.06%
(2)	Other Debt and Preferred Stock	165,500	48.24%
(3)	Common Equity	101,894	29.70%
	Total Capitalization	343,074	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	181,250	27.94%
(2)	Other Debt and Preferred Stock	285,038	43.94%
(3)	Common Equity	182,414	28.12%
	Total Capitalization	648,702	100.00%



		Year 10
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	419,467	9.73%
(2)	Other Debt and Preferred Stock	1,895,373	43.94%
(3)	Common Equity	1,998,230	46.33%
	Total Capitalization	4,313,070	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	248,180	11.98%
(2)	Other Debt and Preferred Stock	1,139,385	55.01%
(3)	Common Equity	683,809	33.01%
	Total Capitalization	2,071,374	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	50,453.00	15.82%
(2)	Other Debt and Preferred Stock	165,500	51.90%
(3)	Common Equity	102,913	32.27%
	Total Capitalization	318,866	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	120,833	20.48%
(2)	Other Debt and Preferred Stock	285,038	48.30%
(3)	Common Equity	184,238	31.22%
	Total Capitalization	590,109	100.00%



		Year 11
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	209,733	5.09%
(2)	Other Debt and Preferred Stock	1,895,373	45.97%
(3)	Common Equity	2,018,213	48.95%
	Total Capitalization	4,123,319	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	124,090	6.35%
(2)	Other Debt and Preferred Stock	1,139,385	58.31%
(3)	Common Equity	690,647	35.34%
	Total Capitalization	1,954,122	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	25,226.50	8.56%
(2)	Other Debt and Preferred Stock	165,500	56.16%
(3)	Common Equity	103,942	35.27%
	Total Capitalization	294,669	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	60,417	11.37%
(2)	Other Debt and Preferred Stock	285,038	53.63%
(3)	Common Equity	186,080	35.01%
	Total Capitalization	531,535	100.00%



		Year 12
		$	%
Northeast Utilities
(1)	Rate Reduction Bonds	-   	0.00%
(2)	Other Debt and Preferred Stock	 1,895,373	48.18%
(3)	Common Equity	 2,038,395	51.82%
	Total Capitalization	 3,933,768	100.00%
The Connecticut Light and Power Company
(1)	Rate Reduction Bonds	-   	0.00%
(2)	Other Debt and Preferred Stock	 1,139,385	62.03%
(3)	Common Equity	 697,553	37.97%
	Total Capitalization	 1,836,938	100.00%
Western Massachusetts Electric Company
(1)	Rate Reduction Bonds	-   	0.00%
(2)	Other Debt and Preferred Stock	 165,500	61.19%
(3)	Common Equity	 104,982	38.81%
	Total Capitalization	 270,482	100.00%
Public Service Company of New Hampshire
(1)	Rate Reduction Bonds	-   	0.00%
(2)	Other Debt and Preferred Stock	 285,038	60.26%
(3)	Common Equity	 187,941	39.74%
	Total Capitalization	 472,979	100.00%