U-1/A

                                                     NO. 70-9839

                        SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

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


                         Northeast Utilities
               Western Massachusetts Electric Company
                        174 Brush Hill Road
                     West Springfield, MA  01089

            The Connecticut Light and Power Company
                       107 Selden Street
                         Berlin, CT 06037


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



The Application/Declaration in this File is hereby amended to include the
following exhibits.

ITEM 6

EXHIBITS AND FINANCIAL STATEMENTS

   (double asterisked (**) items have been provided with the original
Application)

30. (a) Exhibits

F.  Opinion of Counsel

G.  Financial Data Schedules

H.  Proposed Form of Notice

I.  CL&P Mortgage Indenture Dividend Covenant**

J.  Common Equity Ratios**

   (b) Financial Statements*

1  Northeast Utilities and Subsidiaries (consolidated)

   1.1  Balance Sheet, per books and pro forma, as of September 30,
2000.

   1.2  Statement of Income, per books and pro forma, for 12 months
September 30, 2000 and capital structure, per books and pro forma, as of
September 30, 2000.

2  The Connecticut Light and Power Company

   2.1  Balance Sheet, per books and pro forma, as of September 30, 2000

   2.2  Statement of Income and Surplus, per books and pro forma, for 12
months ended September 30, 2000 and capital structure, per books and pro
forma, as of September 30, 2000.

3  Western Massachusetts Electric Company

   3.1  Balance Sheet, per books and pro forma, as of September 30,
2000.

   3.2  Statement of Income and Surplus, per books and pro forma, for 12
months ended September 30, 2000 and capital structure, per books and pro
forma, as of September 30, 2000.

* To be filed by amendment


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
WESTERN MASSACHUSETTS ELECTRIC COMPANY
THE CONNECTICUT LIGHT AND POWER COMPANY

By: /S/ Randy A. Shoop
 Name: Randy A. Shoop
Title: Assistant Treasurer - Finance -
Northeast Utilities Service Company,
 as Agent for the above named companies.


Date: February  16, 2001

EX-5

Exhibit F





February 16, 2001

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

Re:  	Northeast Utilities
     SEC File Number 70-09839

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), a service company affiliate of Northeast Utilities ("NU").  I have
acted as counsel for NU and its wholly-owned public utility subsidiaries, The
Connecticut Light and Power Company ("CL&P) and Western Massachusetts
Electric Company ("WMECO", and collectively with NU and CL&P, the
"Applicants") in connection with Form U-1 in File No. 70-09839
("Declaration").  In the Declaration, the Applicants sought the approval of
the Commission for the proposed transaction described therein.  Specifically,
the Applicants sought Commission approval of (a) the payment of dividends to,
and/or the repurchase of stock from, NU out of capital or unearned surplus by
CL&P and WMECO derived from the sale of certain nuclear assets and (b) the
payment of dividends to, and/or the repurchase of stock from, NU out of
capital or unearned surplus by CL&P under its Mortgage Indenture dividend
covenant (collectively, the "Proposed Transactions").

In connection with this opinion, I have examined or caused to be
examined by counsel associated with or engaged by me, including counsel who
are employed by NUSCO, originals or copies certified to my satisfaction of
such corporate records of the Applicants, certificates of public officials
and of officers of the Applicants, and agreements, instruments and other
documents, as I have deemed necessary as a basis for the opinions expressed
below.  In my examination of such agreements, instruments and documents, I
have assumed the genuineness of all signatures, the authenticity of all
agreements, instruments and documents submitted to me as originals, and the
conformity to original agreements, instruments and documents of all
agreements, instruments and documents submitted to me as certified, conformed
or photostatic copies and the authenticity of the originals of such copies.

The opinions set forth herein are limited to the laws of the
Commonwealth of Massachusetts, the State of Connecticut and the federal laws
of the United States.  I am a member of the bar of the State of New York.  I
am not a member of the bar of the Commonwealth of Massachusetts nor of the
bar of the State of Connecticut, and do not hold myself out as an expert in
the laws of such Commonwealth and State.  In expressing opinions about
matters governed by the laws of the Commonwealth of Massachusetts, I have
consulted with counsel who are employed by NUSCO and are members of the bar
of such Commonwealth. In expressing opinions about matters governed by the
laws of the State of Connecticut, I have consulted with counsel who are
employed by NUSCO and are members of the bar of such State.

Based upon and subject to the foregoing, and assuming that the Proposed
Transactions are carried out in accordance with the Declaration, I am of the
opinion that, when the Commission shall have entered an order forthwith
granting the Declaration:

(a)  all State laws applicable to the Proposed Transactions will have
been complied with;

(b)  each of the Applicants is validly organized and existing under the
laws of its state of organization;

(c)  CL&P and WMECO will legally acquire the shares of their respective
stock, if any, being repurchased from NU; and

(d)  the consummation of the Proposed Transactions will not violate the
legal rights of the holders of any securities issued by NU or any associate
company thereof.

I hereby consent to the filing of this opinion as an exhibit to the
Declaration and in any proceedings before the Commission that may be held in
connection therewith.

Very truly yours,


/S/Jeffrey C. Miller
Assistant General Counsel

EX-99

EXHIBIT H

Form Of Notice

Northeast Utilities, et al. (70-9839)

   Northeast Utilities ("NU"), a registered public utility holding company,
Western Massachusetts Electric Company ("WMECO"), an electric utility
subsidiary of NU, both located at 174 Brush Hill Avenue, West Springfield,
Massachusetts 01090 and The Connecticut Light and Power Company ("CL&P"), an
electric utility subsidiary of NU located at 107 Selden Street, Berlin
Connecticut 06037 (collectively, "Applicants") have filed an application-
declaration under sections 6(a), 7, 9(a), 10 and 12(c) of the Act and rules
46(a) and 54 under the Act.

   Applicants request authorization, through December 31, 2004, for: (1) CL&P
to pay dividends to and/or repurchase stock from NU out of capital or
unearned surplus in an amount not to exceed $100 million using proceeds from
the sale of nuclear generating facilities ("Millstone"); (2) CL&P to pay
dividends and/or repurchase stock in accordance with the provisions of CL&P's
dividend covenant under its first mortgage indenture and deed of trust
("Mortgage Indenture")  dated May 1, 1921 to the Bankers Trust Company
as trustee; and (3) WMECO to pay dividends to and/or repurchase stock from NU
out of capital or unearned surplus in an amount not to exceed $21 million
using proceeds from the sale of nuclear generating facilities.
 _______________________
  The Mortgage Indenture 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.
_________________________

   Applicants note that each of the states in which CL&P and WMECO
(collectively, "Utilities") operate, i.e., Connecticut and Massachusetts, has
enacted restructuring legislation ("Restructuring Legislation") that is
intended to deregulate the electric utility industry and provide retail
customers with a choice of electricity providers.  The Restructuring
Legislation strongly encourages the Utilities to, among other things, divest
their nuclear generating assets and requires them to divest their non-nuclear
generating assets.

     Pursuant to the Restructuring Legislation, the non-nuclear electric
generating assets of CL&P and WMECO have been sold.  In addition to the
proceeds raised from these sales of generating assets, CL&P and WMECO will
also receive proceeds from the issuance of rate reduction bonds ("RRBs") as
part of the restructuring process.  In a previous proceeding under the Act
(Northeast Utilities, et al, File No. 70-9541, granted and permitted to
become effective in HCAR No. 27147 (March 7, 2000)), the Utilities sought
and were granted authorization, among other things, to pay dividends to,
and/or repurchase shares of their respective stock from, NU out of capital
or unearned surplus using the proceeds from the sale of non-nuclear
generating assets and the issuance of RRBs notwithstanding the lack of
sufficient retained earnings.  The Applicants state that the sale of
nuclear assets was not foreseen at the time of such filing as resulting in
any substantial net cash to the Utilities.  The Utilities are in the
process of selling Millstone and the Applicants state that a dramatic
positive change in the market for nuclear plants has created the need for
this filing.  The application in this file deals with the use of proceeds
from the sale of Millstone.  Applicants state that this filing is a result
of the same factors that led to the filing in 70-9541.

  As a result of the proposed sale of Millstone, the Utilities will
experience a significant influx of cash without a corresponding increase in
retained earnings.  To achieve the cost reduction goals of the Restructuring
Legislation, Applicants propose to reduce their common equity capitalizations
using a portion of such proceeds.

    Applicants note that as a result of the proposed transactions and the
issuance of rate reduction bonds, and the accounting treatment of the debt
relating thereto, the equity-to-capitalization ratio of CL&P and of NU, on a
consolidated basis, is expected to fall below the Commission's 30% equity
standard. .  It is expected that NU's common equity ratio on a
consolidated basis will be above 30% by December 31, 2002 but that CL&P's
common equity ratio will remain below 30% through the Authorization Period.
___________________________
 See Georgia Pacific Co., 45 S.E.C. 610, 615 (1974).
 ___________________________

   Applicants state that the payment of dividends would not impair the
financial integrity of CL&P or WMECO because, after the payment of these
dividends, each Utility would still have adequate cash to operate its
substantially smaller business.

    The Application is available for public inspection through the
Commission's Office of Public Reference.  Any interested persons wishing to
comment or request a hearing on the Applications should submit their views in
writing by ____________, 2001, to the Secretary, Securities and Exchange
Commission, Washington D.C. 20549, and serve a copy on the Applicants at the
addresses specified above.  Proof of service (by affidavit or, in the case of
an attorney at law, by certificate) should be filed with the request.  Any
request for hearing shall identify specifically the issues of fact or law
that are disputed.  A person who so requests will be notified of any hearing,
if ordered, and will receive a copy of any notice or order issued in this
matter.  After said date, the Application, as filed, or as it may be amended,
may be permitted to become effective.

     For the Commission, by the Division of Investment Management, pursuant
to delegated authority.

________________________________
Secretary