POS AMC

                   



                                                            File No. 70-7701







                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                       POST-EFFECTIVE AMENDMENT NO. 5

                           (AMENDMENT No. 7) TO

                                FORM U-1

                 APPLICATION/DECLARATION WITH RESPECT TO
                 ISSUANCE AND SALE OF COMMON SHARES UNDER

                      THE DIVIDEND REINVESTMENT PLAN
                    
                                 under

               THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
                              (THE "Act")

                          NORTHEAST UTILITIES
                          174 Brush Hill Avenue
                    West Springfield, Massachusetts 01089


(Name of company filing this statement and address of principal executive
office)

                              NORTHEAST UTILITIES

     (Name of registered holding company parent of declarant)

               Robert P. Wax
               Vice President, Secretary and General Counsel
               Northeast Utilities Service Company
               P.O. Box 270
               Hartford, Connecticut 06141-0270

     (Name and address of agent for service)

The Commission is requested to mail signed copies of all orders, notices and
communications to:

Jane P. Seidl, Esq.                Robert Aronson
Senior Counsel                     Assistant Treasurer
Northeast Utilities Service        Northeast Utilities Service
  Company                            Company
P.O. Box 270                       P.O. Box 270
Hartford, Connecticut              Hartford, Connecticut
  06141-0270                         06141-0270





     The application/declaration in this proceeding, as previously amended
("Application/Declaration"), is hereby further amended as follows:

1.   The following exhibit is filed herewith:

F.1  Opinion of Counsel


                              SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned has duly caused this amendment to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated: April 19, 1995

                                   NORTHEAST UTILITIES

                                   By /s/ Robert C. Aronson
                                        Robert C. Aronson
                                        Its Assistant Treasurer

EX-5

                                             April 19, 1995
Securities and Exchange Commission
Judiciary Plaza                                        EXHIBIT F.1
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service Company
(NUSCO), the service company affiliate of Northeast Utilities (the Company). 
I am furnishing this opinion as an exhibit to Post-Effective Amendment No. 5
to the Application/Declaration on Form U-1 in File No. 70-7701, as amended
(the Declaration), filed by the Company with respect to up to 30,000,000
common shares (the Shares) to be issued and sold, or purchased in the open
market by an agent acting on behalf the Company and sold, pursuant to the
Northeast Utilities Dividend Reinvestment Plan (the Plan).

     In connection with this opinion, I have reviewed or caused to be
reviewed the Declaration and the exhibits thereto, the Plan, the Company's
Declaration of Trust as amended to the date of this opinion, the proceedings
of its shareholders and Board of Trustees to date and such other papers,
documents and records, and have made or caused to be made such examination of
law, as I deemed relevant and necessary in order to give this opinion.

     Based upon the foregoing, I am of the opinion that at such time as (i)
there is in effect an appropriate order of the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935 and (ii) the
Shares have been delivered against payment therefore as provided in the Plan
(provided that the Shares are sold at a price of not less than $5 per share):

     (a)  All State laws applicable to the proposed transaction, with the
          exception of state securities or Blue Sky laws, as to which I
          express no opinion, will have been complied with;

     (b)  The Company is validly organized and duly existing in the
          Commonwealth of Massachusetts;

     (c)  The Shares to be purchased on the open market on behalf of the
          participants of the Plan are validly issued, fully paid and
          nonassessable common shares of the Company.  Those Shares issued
          directly from the Company to participants in the Plan will be
          validly issued, fully paid and nonassessable common shares of the
          Company; and 

     (d)  The consummation of the proposed transaction will not violate the
          legal rights of the holders of any securities issued by the Company
          or any associate company thereof.

     I hereby consent to the use of this opinion in connection with the
filing of the Declaration.  I am a member of the Bar of the State of New
York.  As to matters involving the laws of the Commonwealth of Massachusetts,
I have made a study of such laws and consulted with lawyers employed by NUSCO
who are admitted to the Bar of the Commonwealth of Massachusetts.


                                        Very truly yours,
                                        /s/Jeffrey C. Miller
                                        Assistant General Counsel