FILE NO. 70-8875 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 (AMENDMENT NO. 3) TO FORM U-1 APPLICATION/DECLARATION WITH RESPECT TO (1) PROPOSED REVOLVING CREDIT FACILITY FOR NORTHEAST UTILITIES ("NU"), THE CONNECTICUT LIGHT AND POWER COMPANY ("CL&P") AND WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO") AND (2) INCREASES AND EXTENSIONS OF SHORT-TERM BORROWING LIMITS OF NU, CL&P, WMECO, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE, HOLYOKE WATER POWER COMPANY AND NORTH ATLANTIC ENERGY CORPORATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 Northeast Utilities The Connecticut Light Western Massachusetts Electric Company and Power Company 174 Brush Hill Avenue 107 Selden Street West Springfield, MA 01090-0010 Berlin, CT 06037 Holyoke Water Power Company Public Service Company of New Hampshire Canal Street North Atlantic Energy Corporation Holyoke, MA 01040 1000 Elm Street Manchester, NH 03015 (Name of companies filing this statement and addresses of principal executive offices) NORTHEAST UTILITIES (Name of top registered holding company) Robert P. Wax, Esq. 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 Richard C. MacKenzie Assistant General Counsel Assistant Treasurer Day, Berry & Howard Northeast Utilities - Finance CityPlace I Service Company Northeast Utilities Hartford, CT 06103-3499 107 Selden Street Service Company Berlin, CT 06037 107 Selden Street Berlin, CT 06037

The Application/Declaration in this proceeding is hereby further amended as follows: 1. The first two sentences of Paragraph 2 are hereby amended and restated to read as follows: NU, CL&P and WMECO (sometimes, in the context of the Facility, called individually a "Borrower" and collectively "Borrowers") seek authorization to enter into a revolving credit agreement pursuant to which the Borrowers will be permitted to borrow from time to time, for a period of no more than 270 days, from one or more commercial banks or other lending institutions (the "Lenders") up to $313.75 million in the aggregate through a period ending three years after the closing date of the agreement. Each Borrower will have its own maximum borrowing limit under the Facility as follows: NU ($150 million), CL&P ($313.75 million) and WMECO ($150 million). 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: January __, 1997 NORTHEAST UTILITIES THE CONNECTICUT LIGHT AND POWER COMPANY WESTERN MASSACHUSETTS ELECTRIC COMPANY PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE HOLYOKE WATER POWER COMPANY NORTH ATLANTIC ENERGY CORPORATION By:_________________________________ Jeffrey C. Miller Assistant General Counsel Northeast Utilities Service Company Their Attorney -----END PRIVACY-ENHANCED MESSAGE-----