U-1/A

                                                       File No. 70-9185

                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                            Amendment No. 2 to FORM U-1

                              APPLICATION /DECLARATION
                                     under the
                    PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                        ***

                                Northeast Utilities
                     Western Massachusetts Electric Company
                            Holyoke Water Power Company
                                174 Brush Hill Avenue
                    West Springfield, Massachusetts 01090-0010

                         Northeast Utilities Service Company
                       The Connecticut Light and Power Company
                          Northeast Nuclear Energy Company
                                   107 Selden Street
                              Berlin, Connecticut 06037

                     Public Service Company of New Hampshire
                    North Atlantic Energy Service Corporation
                                 1000 Elm Street
                         Manchester, New Hampshire 03105

(Name of companies filing this statement and address of principal executive
offices)

                                      ***

                              Northeast Utilities

               (Name of top registered holding company parent
                         of each applicant or declarant)

                                      ***

                              Robert P. Wax, Esq.
               Senior Vice President, Secretary and General Counsel
                              Northeast Utilities
                              P.O. Box 270
                              Hartford, CT 06141-0270

                    (Name and address of agent for service)

The Commission is requested to mail signed copies of all orders, notices, and
communications to:
                              Richard M. Early
                              Senior Counsel
                    Northeast Utilities Service Company
                              P.O. Box 270
                         Hartford, CT 06141-0270

A.   Paragraph 14 of Item 2, Fees, Commissions and Expenses, is hereby
amended to read as follows:

     14.  The estimated fees, commissions, and expenses paid or incurred, or
to be paid or incurred, directly or indirectly, in connection with the
proposed transactions are specified in Exhibit H.

B.   The following Exhibits are filed with this Amendment No. 2:

     Exhibit F - Opinion of Counsel
     Exhibit H -- Fee Statement

                              SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned companies have duly caused this Amendment to be signed
on their behalf by the undersigned hereunto duly authorized.

NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY
THE CONNECTICUT LIGHT AND POWER COMPANY
HOLYOKE WATER POWER COMPANY
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
WESTERN MASSACHUSETTS ELECTRIC COMPANY
NORTHEAST NUCLEAR ENERGY COMPANY
NORTH ATLANTIC ENERGY SERVICE CORPORATION

By /s/ Richard M. Early       
     Richard M. Early
     Their Attorney
     Dated: April 27, 1998

EX-5

Exhibit F

                              Richard M. Early, Esq.
                                107 Selden Street
                              Berlin, Connecticut 06037

April 27, 1998

Securities and Exchange Commission
Washington, D.C. 20549

Re:  Application/Declaration on Form U-1 of Northeast Utilities et al.        
     (File No. 70-9185)

Ladies and Gentlemen:

     I am familiar with the application/declaration on Form U-1 referred to
above relating to (i) the Northeast Utilities Incentive Plan and the
Northeast Utilities Employee Share Purchase Plan (collectively, the "Plans"),
(ii) the solicitation of proxies from the common shareholders of Northeast
Utilities (the "Company") in connection with the Plans, (iii) the proposed
issuance of the Company's common shares, $5.00 par value ("common shares")
and other securities in accordance with the terms of the Plans, and (iv) the
acquisition through open market purchases of common shares for use as
employee incentive compensation, and I am familiar with the proceedings
relating thereto.

     I am of the opinion that NU is validly organized and duly existing as a
voluntary association under the laws of the Commonwealth of Massachusetts,
and that, upon the issuance of your order or orders permitting the
application/declaration to become effective, upon the adoption of an
appropriate resolution by the shareholders of the Company, upon compliance
with the Securities Act of 1933, as amended, and with such State securities
or "blue sky" laws as may be applicable, and upon the proposed transactions
being consummated in accordance with such application/declaration and such
order or orders and in accordance with the Plans:

(a) all State laws applicable to the proposed transactions will have been
complied with;

(b) the common shares, par value $5.00 per share, of the Company proposed to
be issued pursuant to the Plans will be fully paid and nonassessable and the
holders of such common shares will be entitled to the rights and privileges
appertaining thereto set forth in the Declaration of Trust of the Company, as
amended; and

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

     In giving the opinion as to valid organization and due existence above,
I have relied on Commissioner of Corporations and Taxation v. City of
Springfield, 321 Mass. 31 (1947), in which the Massachusetts Supreme Judicial
Court, after discussing the provisions of the Company's Declaration of Trust
(then named "Western Massachusetts Companies") at pages 39 and 40, made the
following statement:  "The indenture created a trust and not a partnership." 
Nothing has occurred since the date of that decision which in my opinion
affects the conclusiveness of that statement. 

     I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned statement on Form U-1.

Very truly yours,

/s/ Richard M. Early

EX-99

Exhibit H

Statement of Fees, Commissions and Expenses

No fees, commissions or expenses have been paid or will be paid or incurred
in connection with the proposed transactions other than routine expenses for:
legal, financial, stock transfer and other services billed to the Applicants
at cost by NUSCO, which are not expected to exceed $40,000 to implement the
Plans and $40,000 annually thereafter; the additional fees and expenses of
the Company in respect of the proxy solicitation, not expected to exceed
$40,000; the fees and expenses of outside counsel to the Applicants, not
expected to exceed $30,000; and the fees and expenses of various external
service providers involved in the implementation of the Plans and their
operation, which are not expected to exceed $30,000 for Plan implementation
and $30,000 annually for ongoing administration.