35-CERT

                                                		 FILE NO. 70-8875

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

               CERTIFICATE OF CONSUMMATION WITH RESPECT TO
                AMENDMENT TO REVOLVING CREDIT FACILITY

                         NORTHEAST UTILITIES ("NU")
           THE CONNECTICUT LIGHT AND POWER COMPANY ("CL&P")
          WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO") 
          PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE ("PSNH")
                   HOLYOKE WATER POWER COMPANY ("HWP")
               NORTH ATLANTIC ENERGY CORPORATION ("NAEC")

     Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Utility Holding Company Act of 1935, as amended, 
NU, CL&P, WMECO, PSNH, HWP, and NAEC (collectively, the "Applicants") hereby
report and certify as follows:

     Effective as of September 11, 1998, NU, CL&P and WMECO entered into the 
Second Amendment and Waiver dated as of September 11, 1998 to the Credit 
Agreement dated as of November 21, 1996, among NU, CL&P and WMECO and the 
Lenders named therein as contemplated by the Application/Declaration (as 
amended, the "Application") in File No. 70-8875, insofar as the Application 
related to Amendments to the Credit Agreement dated November 21, 1996.  The 
transactions were carried out in accordance with the terms and conditions of 
and for the purposes represented by the Application and the orders of the 
Commission issued on November 20, 1996, February 11, 1997, March 25, 1997 and 
May 29, 1997 in this File (the "Order").  The Applicants will continue to 
file, in accordance with Rule 24, quarterly certificates of notification as 
specified in the Order.

The following additional exhibit is filed herewith:

B.10 Second Amendment and Waiver dated as of September 11, 1998

September 29, 1998            

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

BY 		Their Counsel
   		/s/Jeffrey C. Miller
	   	Northeast Utilities Service Company

EX-10.1

EXECUTION COPY

 SECOND AMENDMENT AND WAIVER

Dated as of September 11, 1998


     This SECOND AMENDMENT AND WAIVER dated as of September 11, 1998 
(the "Amendment") among NORTHEAST UTILITIES ("NU"), THE CONNECTICUT LIGHT AND 
POWER COMPANY ("CL&P") and WESTERN MASSACHUSETTS ELECTRIC COMPANY ("WMECO"; 
NU, CL&P AND WMECO, each being a "Borrower", and collectively, the 
"Borrowers"), the various financial institutions listed on the signature 
pages hereto and CITIBANK, N.A., as administrative agent and collateral agent 
(the "Administrative Agent").

     WHEREAS, the Borrowers, certain Banks and the Administrative Agent 
have entered into a Credit Agreement dated as of November 21, 1996, as 
amended by the First Amendment and Waiver dated as of May 30, 1997 (such 
Credit Agreement, as so amended and as otherwise amended, supplemented or 
otherwise modified through the date hereof, the "Credit Agreement"; 
capitalized terms used herein unless otherwise defined herein shall have the 
meanings set forth in the Credit Agreement);
	
     WHEREAS, the Borrowers and the Majority Lenders have agreed to 
further amend the Credit Agreement and to waive compliance with the common 
equity ratio covenant set forth in Section 7.03(a) of the Credit Agreement 
and the interest coverage ratio covenant set forth in Section 7.03(b) of the 
Credit Agreement by NU, CL&P and WMECO, in each case, as hereinafter set 
forth;

     NOW THEREFORE, in consideration of the premises, the parties hereto 
agree as follows:		

     SECTION 1. Waiver.   Subject to the satisfaction of the conditions 
precedent in Section 3(a) hereof, in the event that the Borrowers do not 
obtain the approval from the Securities and Exchange Commission required as a 
condition precedent to the effectiveness of Section 2 of this Amendment on or 
before September 30, 1998, the Lenders hereby waive compliance by NU, CL&P 
and WMECO with (a) the interest coverage ratio covenant set forth in Section 
7.03(b) of the Credit Agreement in respect of the Fiscal Quarter ended 
September 30, 1998 and (b) the common equity ratio covenant set forth in 
Section 7.03(a) of the Credit Agreement, in each case, until the earlier of 
(i) the next Business Day following the date of receipt by the Borrowers of 
the order granting such approval from the Securities and Exchange Commission 
and (ii) December 30, 1998.

     SECTION 2.  Amendment of Credit Agreement.   (a) Section 7.03(a) (the 
Common Equity Ratio) of the Credit Agreement is amended to delete the table 
therein in its entirety and substitute therefor the following table:
			

								             Borrower
	Period		   NU (Consolidated) 	CL&P			WMECO
9/11/98 and	0.31:1.00			0.31:1.00		0.31:1.00
thereafter

		
   (b) Section 7.03(b) (the Interest Coverage Ratio) of the Credit 
Agreement is amended to delete the table therein in its entirety and 
substitute therefor the following table:

                             Borrower			

Period		         	NU(Consolidated) 	CL&P			WMECO
7/1/98
through 9/30/98	1.75:1.00			1.25:1.00		1.25:1.00

10/1/98
through 12/31/98	2.00:1.00			1.35:1.00		1.35:1.00

1/1/99
through 3/31/99	2.00:1.00			1.75:1.00		1.75:1.00

4/1/99
and thereafter		2.00:1.00			2.00:1.00		2.00:1.00


     SECTION 3.  Conditions of Effectiveness.  (a) Each Section of this 
Amendment other than Section 2 hereof shall become effective (the "Waiver 
Effective Date") as of the date first above written, when, and only when the 
Administrative Agent shall have received counterparts of this Amendment duly 
executed by each Borrower and by the Majority Lenders (defined in the Credit 
Agreement as Lenders who, collectively, on the date hereof, have Commitment 
Percentages in the aggregate of at least 66-2/3%) or, as to any of the Lenders, 
advice satisfactory to the Administrative Agent that such Lender has executed 
this Amendment.

  	(b)  Section 2 of this Amendment shall become effective (the "Amendment 
Effective Date") as of the date first above written, when the following shall 
have occurred:

  	(i) 	the conditions precedent set forth in Section 3(a) hereof 
shall have been satisfied; and
 
   (ii)	the Administrative Agent shall have received a copy of the 
order issued by the Securities and Exchange Commission under the Public 
Utility Holding Company Act of 1935 approving the Amendment and the 
transactions contemplated hereby. 

    SECTION 4.  Representations and Warranties of the Borrowers.  Each 
Borrower represents and warrants as follows:

    (a)	the representations and warranties of such Borrower contained 
in Section 6.01 of the Credit Agreement are correct, in all material 
respects, on and as of the date hereof after giving effect to the waiver 
in Section 1 hereof and, on the Amendment Effective Date, as of such 
date after giving effect to this Amendment; and

   	(b)	no Event of Default or Unmatured Default with respect to such 
Borrower has occurred and is continuing under the Credit Agreement after 
giving effect to the waiver in Section 1 hereof and, on the Amendment 
Effective Date, as of such date after giving effect to this Amendment.

   		SECTION 5.  Reference to and Effect on the Credit Agreement.  

   (a)  Upon the effectiveness of this Amendment, on and after the date hereof, 
reference in the Loan Documents (as defined in the Credit Agreement) to "the 
Credit Agreement", "thereunder", "thereof" or words of like import referring 
to the Credit Agreement, shall mean and be a reference to the Credit 
Agreement, as amended by this Amendment.

     (b)	Except as specifically amended above, the Credit Agreement and 
the other Loan Documents are and shall continue to be in full force and 
effect and are hereby in all respects ratified and confirmed.

     (c)	The execution, delivery and effectiveness of this Amendment 
shall not, except as expressly provided in Sections 1 and 2 hereof, operate 
as a waiver of any right, power or remedy of any Lender or the Administrative 
Agent under any of the Loan Documents, nor constitute a waiver of any 
provision of any of the Loan Documents.

     SECTION 6.  Costs, Expenses and Taxes.  The Borrowers agree to pay 
on demand all costs and expenses of the Administrative Agent in connection 
with the preparation, execution, delivery and administration, modification 
and amendment of this Amendment and any other instruments and documents to be 
delivered hereunder (including, without limitation, the reasonable fees and 
expenses of counsel to the Administrative Agent) in accordance with the terms 
of Section 10.04 of the Credit Agreement.

     SECTION 7.  Execution in Counterparts.  This Amendment may be 
executed in any number of counterparts and by different parties hereto in 
separate counterparts, each of which when so executed and delivered shall be 
deemed to be an original and all of which taken together shall constitute but 
one and the same agreement.  Delivery of an executed counterpart of a 
signature page to this Amendment by telecopier shall be effective as delivery 
of a manually executed counterpart of this Amendment.

     SECTION 8.  Governing Law.  This Amendment shall be governed by, 
and construed in accordance with, the laws of the State of New York.

     SECTION 9.  Limitation of Liability.  No shareholder or trustee of 
NU shall be held to any liability whatever for the payment of any sum of 
money or for damages or otherwise under this Amendment, and this Amendment 
shall not be enforceable against any such trustee in their or his or her 
individual capacities or capacity and this Amendment shall be enforceable 
against the trustees of NU only as such, and every person, firm, association, 
trust or corporation having any claim or demand arising under this Amendment 
and relating to NU, its shareholders or trustees shall look solely to the 
trust estate of NU for the payment or satisfaction thereof.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be executed by their respective officers thereunto duly authorized, as of 
the date first above written.

NORTHEAST UTILITIES
By: /s/Randy Shoop
Title: Assistant Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Randy Shoop
Title:  Assistant Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /s/Randy Shoop
Title:  Assistant Treasurer

 CITIBANK, N.A.
as Administrative Agent, Collateral 
Agent and Lender
By: /s/Robert J. Harrity, Jr.
Title:  Managing Director

TORONTO DOMINION (NEW YORK), INC.,
as Co-Agent and Lender
By: /s/David G. Parker
Title:  Vice President

FLEET NATIONAL BANK,
as Co-Agent and Lender
By: /s/ Fred N. Manning
Title:  Senior Vice President
CIBC INC.
as Co-Agent and Lender
Name:
Title:

THE FIRST NATIONAL BANK OF CHICAGO,
as Co-Agent and Lender	
By:  /s/Madeleine N. Pember
Title: Assistant Vice President

BANKBOSTON, N.A.,
as Lender
Name:
Title:
BARCLAYS BANK PLC,
as Lender	
By: /s/Sydney G. Dennis
Title: Director

MELLON BANK, N.A.
as Lender
By:  /s/Kurt L. Hewett
Title: Vice President

UBS AG, NEW YORK BRANCH, as Lender
By: /s/Andrew N. Taylor
Title: Associate Director
By: /s/Leo L. Baltz
Title: Director

UBS AG, STANFORD BRANCH, as Lender
By: /s/Robert J. Verna
Title: Director
By: /s/ Dorothy McKinley
Title: Associate Director

THE YASUDA TRUST AND BANKING CO., LTD., 
NEW YORK BRANCH,
as Lender
Name:
Title:

UNION BANK OF CALIFORNIA, N.A.,
as Lender
By: /s/Jason P. DiNapoll
Title: Vice President