U-1/A

                                             File No. 70-9343


             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
               ------------------------------

               POST-EFFECTIVE AMENDMENT NO. 5
                             TO
                          FORM U-1
                      (AMENDMENT NO. 7)
                   APPLICATION/DECLARATION
                            UNDER
       THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                     NORTHEAST UTILITIES
                    174 Brush Hill Avenue
         West Springfield, Massachusetts  01090-0010

             NORTHEAST UTILITIES SERVICE COMPANY
                    NU ENTERPRISES, INC.
                      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)

                   Gregory B. Butler, Esq.
        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:

David R. McHale                        Jeffrey C. Miller, Esq.
Vice President and Treasurer           Assistant General 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



BACKGROUND

1.     By Order dated November 12, 1998 (HCAR No. 35-26939)
in this File No. 70-9343, the Commission authorized, among
other things, (i) the formation and financing by Northeast
Utilities ("NU") of a nonutility subsidiary holding company
(which is referred to therein as "Newco" but which is now
known as NU Enterprises, Inc. ("NUEI")) which will engage,
through multiple subsidiaries, in a variety of energy
related and other activities and (ii) the acquisition by
NUEI of the securities of GENCO (now known as Northeast
Generation Company), Northeast Generation Services, Inc.
(now known as Northeast Generation Services Company), HEC
Inc. (now known as Select Energy Services, Inc.), Mode 1
Communications, Inc. and Select Energy, Inc.  The
Commission, through subsequent orders in this file, also
authorized NU and NUEI to issue guarantees or provide other
forms of credit support or enhancements (collectively,
"Guarantees") to or for the benefit of NUEI, NUEI's
nonutility subsidiaries, and NU's other to-be-formed direct
or indirect energy-related companies, as defined in rule 58
under the Act, in an aggregate amount not to exceed $500
million (the "Guarantee Limit"), at any one time, through
December 31, 2002. See, Order dated May 19, 1999 (HCAR No.
35-27029) and Order dated October 21, 1999 (HCAR No. 35-
27093).  In Post-effective Amendment No. 4 (Amendment No. 6)
to this Application filed November 14, 2002, NU and NUEI had
sought to increase the Guarantee Limit to $750 million and
to extend the date through which the Guarantees may be
provided through September 30, 2005.  NU and NUEI now seek
to revise that request to maintain the Guarantee Limit at
$500 million and request an extension of the date through
which the Guarantees may be provided through September 30,
2003.

2.     This post-effective amendment to the Application is
filed to obtain authorization for the extension of the
Guarantee period as described above.

AMENDMENT TO THE APPLICATION

To reflect the foregoing, the Application/Declaration in
this proceeding, as previously amended, is further amended
as follows:

3.   The first sentence of Paragraph 8 is deleted and
replaced with the following:

"NU and NUEI also propose to issue guarantees or provide
other forms of credit support or enhancements (collectively,
"Guarantees") to or for the benefit of NUEI, the Nonutility
Subsidiaries and NU's other direct and indirect Rule 58
subsidiaries to be formed by NU, NUEI or the Nonutility
Subsidiaries (the "Guaranteed Entities") in an aggregate
amount not to exceed $500 million ("Aggregate
Authorization"), through September 30, 2003."

ITEM 5. PROCEDURE

4.   The Applicants respectfully request the Commission's
approval, pursuant to this Application, as amended, of all
transactions described herein.  The current period during
which Guarantees may be issued expires December 31, 2002,
accordingly, the Applicants further request that the
Commission issue an order authorizing the transactions
proposed herein at the earliest practicable date, but in any
event no later than December 31, 2002.  The Applicants
hereby waive any recommended decision by a hearing officer
or by any other responsible officer of the Commission and
waive the 30-day waiting period between issuance of the
Commission's order and the date on which it is to become
effective, since it is desired that the Commission's order,
when issued, become effective immediately.  The Applicants
consent that the office of Public Utility Regulation within
the Division of Investment Management may assist in the
preparation of the Commission's decision and/or order.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS

        (a)    Exhibits

               H.4  Proposed Form of Notice

       (b)     Financial Statements

     The pro-forma effect on NU's financial statements of
the proposed amendments extending the period in which
Guarantees may be issued by NU and NUEI is not material and
therefore no new financial statements are filed.

                 [SIGNATURE PAGE TO FOLLOW]


                  SIGNATURES

     Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, as amended, the undersigned
have duly caused this Amendment to be signed on behalf of
each of them by the undersigned thereunto duly authorized.

Date:      November 15, 2002

NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
NU ENTERPRISES, INC.


By:  /s/ David R. McHale
     David R. McHale
     Vice President and Treasurer

EX-99

EXHIBIT H.4

FORM OF PROPOSED NOTICE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935 Release No. 35-      /                     , 2002

Filings Under the Public Utility Holding Company Act of 1935
("Act")

Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the
Act and rules promulgated thereunder.  All interested
persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed
transaction(s) summarized below.  The application(s) and/or
declaration(s) and any amendment(s) thereto is/are available
for public inspection through the Commission's Office of
Public Reference.

Interested persons wishing to comment or request a hearing
on the application(s) and/or declaration(s) should submit
their views in writing by         , 2002 to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549,
and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of
service (by affidavit or, in 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 the matter.  After said
date, the application(s) and/or declaration(s), as filed, or
as amended, may be granted and/or permitted to become
effective.

Northeast Utilities, et al.    (70-9343)

Northeast Utilities ("NU"), a registered holding company,
located at 174 Brush Hill Avenue, West Springfield, MA 01090-
0010, and NU's wholly-owned subsidiaries, Northeast
Utilities Service Company and NU Enterprises, Inc. ("NUEI"),
both located at 107 Selden Street, Berlin, Connecticut
06037, have filed an amendment to their
application/declaration pursuant to the Public Utility
Holding Company Act of 1935, as amended, and the related
rules thereunder.

By Order dated November 12, 1998 (HCAR No. 35-26939) in this
File No. 70-9343, the Commission authorized, among other
things, (i) the formation and financing by NU of a
nonutility subsidiary holding company (NUEI) which will
engage, through multiple subsidiaries, in a variety of
energy related and other activities and (ii) the acquisition
by NUEI of the securities of Northeast Generation Company,
Northeast Generation Services Company, HEC Inc. (now known
as Select Energy Services, Inc.), Mode 1 Communications,
Inc. and Select Energy, Inc. (collectively, the "Nonutility
Subsidiaries").  The Commission, through subsequent orders
in this file, also authorized NU and NUEI to issue
guarantees or provide other forms of credit support or
enhancements (collectively, "Guarantees") to or for the
benefit of NUEI, NUEI's nonutility subsidiaries, and NU's
other to-be-formed direct or indirect energy-related
companies, as defined in rule 58 under the Act, in an
aggregate amount not to exceed $500 million (the "Guarantee
Limit"), at any one time, through December 31, 2002.  NU and
NUEI now seek to  extend the date through which the
Guarantees may be provided through September 30, 2003.

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

Jonathan G. Katz,  Secretary