POS AMC

                                                            FILE NO. 70-9697



                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                     POST-EFFECTIVE AMENDMENT NO. 1
                             (FORM POS AMC)
                                  TO
                               FORM U-1
                  APPLICATION/DECLARATION UNDER THE
              PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
         WITH RESPECT TO THE ISSUANCE OF RATE REDUCTION BONDS
                      AND RELATED TRANSACTIONS

The Connecticut Light           Western Massachusetts Electric Company
  and Power Company             174 Brush Hill Avenue
107 Selden Street               West Springfield, MA 01090
Berlin, CT 06037


               Public Service Company of New Hampshire
                          1000 Elm Street
                        Manchester, NH 03101
(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.                  Randy A. Shoop
Assistant General Counsel                Assistant Treasurer - Finance
Northeast Utilities Service Company      Northeast Utilities Service Company
P.O. Box 270                             P.O. Box 270
Hartford, CT 06141-0270                  Hartford, CT 06141-0270



                     Richard J. Wasserman, Esq.
                      Day, Berry & Howard LLP
                            CityPlace I
                      Hartford, CT 06103-3499



I.   The Utilities indicated in the application/declaration in this file, as
amended (the "Application"), that the Financing Order issued by the CDPUC
authorizes CL&P to cause the issuance of RRBs in a principal amount not to
exceed $1.551 billion, which is greater than the $1.489 billion authorization
granted by the Commission in the Use of Proceeds Order and referenced in the
Commission's notice in this file, HCAR No. 27222 (August 25, 2000) (the
"Initial Notice").  The Utilities further indicated in the Application that
they would seek additional authorization from the Commission for CL&P to
cause the issuance of such greater principal amount.  Accordingly, the
Utilities hereby seek such additional authorization by amending paragraph 12
of the Application to read in its entirety as follows:

12.  Pursuant to the Securitization Acts, the SPE will issue RRBs, which
in turn will be sold to investors.  The following principal amount of
RRBs will be issued on behalf of each Utility on or before August 31,
2005:

CL&P     not to exceed $1.551 billion
WMECO    not to exceed $303 million
PSNH     not to exceed $670 million

As set forth in paragraph 47 below, the Utilities respectfully request
the Commission's approval to consummate, on or prior to August 31, 2005,
all transactions described in this Application.  The "not to exceed"
principal amounts set forth above for CL&P and PSNH are the "not to
exceed" principal amounts approved in the Financing Orders issued by the
CDPUC and NHPUC, respectively.  See supra note 6 and Exhibits D 1.2 and
D 3.2.2 attached hereto.  The "not to exceed" principal amount set forth
above for WMECO is consistent with the authorization sought by WMECO in
the Use of Proceeds Filing and granted by the Commission in the Use of
Proceeds Order, because WMECO has not yet received a Financing Order
from the MDTE.  See supra note 6.  Accordingly, the Utilities hereby
respectfully request the issuance of an order by the Commission
approving the proposed transactions in the amounts set forth above for
CL&P and PSNH and reserving jurisdiction over the proposed transaction
for WMECO.

II.   By order dated December 26, 2000 (HCAR No. 27319), the Commission
authorized CL&P to cause the issuance of RRBs in a principal amount not to
exceed $1.489 billion, the amount for which CL&P sought authorization in the
Application as originally filed and which was referenced in the Initial
Notice.

III.   The Utilities hereby request that the Commission publish a notice
under Rule 23 with respect to the filing of this Post-Effective Amendment No.
1 as soon as practicable and issue an order with respect to the additional
authorization described in Part I above on or prior to March 1, 2001.  A form
of notice suitable for publication in the Federal Register is attached hereto
as Exhibit H 3.

IV.   The Application is further amended as follows:

A.   By replacing the first sentence of paragraph 48, which appears
before the table, with the following:

Each Utility undertakes to file all material financing documents
relating to its RRB transaction with the certificate filed pursuant to
Rule 24 under the Act after the consummation of such transaction.  The
following exhibits are filed with this Application (asterisked (*) items
were filed with the original Application; double asterisked (**) items
were filed with Amendment No. 1 to this Application; triple asterisked
(***) items were filed with Amendment No. 2 to this Application;
quadruple asterisked items (****) are filed with this Amendment No. 3;
quintuple asterisked items (*****) were filed with Amendment No. 4;
sextuple asterisked items (******) were filed with Amendment No. 6); and
items marked # are filed with this Post-Effective Amendment No. 1.
B.   By inserting the following new entry in the table contained in
paragraph 48:

#H 3   Proposed Form of Notice (with respect to Post-Effective
Amendment No. 1)

V.   The following exhibit is filed herewith (the exhibit number corresponds
to the exhibit number contained in the Application):

H 3   Proposed Form of Notice (with respect to Post-Effective Amendment
No. 1)

                                 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.

THE CONNECTICUT LIGHT AND POWER COMPANY

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

WESTERN MASSACHUSETTS ELECTRIC COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

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

Date:  January 31, 2001

EX-99

EXHIBIT H 3
                                                to Application/Declaration of
                                      The Connecticut Light and Power Company
                                       Western Massachusetts Electric Company
                                      Public Service Company of New Hampshire



                         PROPOSED FORM OF NOTICE
            (with respect to Post-Effective Amendment No. 1)
                   (Release No. 35-     ; 70-9697)
                               FORM U-1
                    APPLICATION/DECLARATION UNDER THE
               PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
         WITH RESPECT TO THE ISSUANCE OF RATE REDUCTION BONDS
                        AND RELATED TRANSACTIONS
          , 2001

     The Connecticut Light and Power Company ("CLP"), 107 Selden Street,
Berlin, Connecticut 06037, Western Massachusetts Electric Company ("WME"),
174 Brush Hill Avenue, West Springfield, Massachusetts 01090, and Public
Service Company of New Hampshire ("PSC"), 1000 Elm Street, Manchester, New
Hampshire 03101 (collectively "Applicants"), each an electric utility
subsidiary of Northeast Utilities ("NU"), a registered holding company, have
filed an application-declaration under sections 6(a), 7, 9(a), 10, 12(f),
12(g) and 13(b) of the Act and rules 90 and 91 under the Act.

     By order dated December 22, 2000 (HCAR No. 27319) ("Order"), the
Commission authorized CLP to cause the issuance of rate reduction bonds in a
principal amount not to exceed $1.489 billion, the amount for which CLP
sought authorization in the application-declaration as originally filed and
which was referenced in the Commission's notice with respect to the
application-declaration, HCAR No. 27222 (August 25, 2000) ("Initial Notice").
In the Order, the Commission also authorized PSC to cause the issuance of
rate reduction bonds in a principal amount not to exceed $670 million and
reserved jurisdiction over the proposed transaction for WME.

     By amendments to the application-declaration, Applicants state that in
its order approving CLP's proposed transaction, the Connecticut Department of
Public Utility Control authorized CLP to cause the issuance of rate reduction
bonds in an amount not to exceed $1.551 billion, which is greater than the
$1.489 billion authorization granted in the Order for CLP and referenced in
the Initial Notice.  Accordingly, by such amendments it is now proposed that
the Commission authorize CLP to cause the issuance of rate reduction bonds in
a principal amount not to exceed $1.551 billion.