POS AMC

												                                  File No. 70-9343

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

                    POST-EFFECTIVE AMENDMENT NO. 3 TO
                                   FORM U-1
                              (AMENDMENT NO. 5)
                           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)

                              Cheryl W. Grise, Esq.
               Senior 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                                  Jane P. Seidl, Esq.
Vice President and Treasurer                     Senior 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, among other things, authorized (i) the
formation and financing by Northeast Utilities ("NU") of a nonutility
subsidiary 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., Mode 1 Communications, Inc.
and Select Energy, Inc. (collectively, the "Nonutility Subsidiaries").  The
Commission 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, the Nonutility Subsidiaries and NU's other direct or
indirect Rule 58 subsidiaries to be formed by NU, in an aggregate amount not
to exceed $75 million through December 31, 1999.  By Order dated May 19,
1999, the Commission authorized an increase in the Guarantee authority from
$75 million to $250 million. The Applicants continue to find that the use of
the Guarantees is an effective tool in promoting valuable commercial
relationships and is a common means of transacting business in support of the
Nonutility Subsidiaries.  As a result of the growing scope and pace of the
business activities of the Nonutility Subsidiaries, the Applicants have
nearly reached the $250 million limit previously approved by the Commission.
The Applicants now propose to increase the aggregate amount of Guarantees
which may be provided by NU or NUEI to the Nonutility Subsidiaries and other
to be formed Rule 58 subsidiaries to $500 million and to extend the date
through which the guarantees may be provided up to December 31, 2002.

2.     This post-effective amendment to the Application is filed to obtain
authorization for the increase in the Guarantee limit and 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 December 31, 2002."

ITEM 5. PROCEDURE

4.   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.2  Proposed Form of Notice

       (b)  Financial Statements

     The pro-forma effect on NU's financial statements of the proposed
amendments increasing the aggregate amount of Guarantees to be issued by NU
and NUEI is not material and therefore no new financial statements are filed.

                              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:      August 23, 1999


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.2
FORM OF PROPOSED NOTICE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. 35-      /                     , 1999

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         , 1999 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
subsidiary, Northeast Utilities Service Company and a newly formed subsidiary
of NU, 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 of the Commission dated November 12, 1998 (HCA Rel. No.26939), the
Commission authorized, among other things, (i) the formation and financing by
NU of a nonutility subsidiary company (which is referred to therein as
"Newco" but which is now known as NUEI 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
Service Company), HEC Inc., Mode 1 Communications, Inc. and Select Energy,
Inc. (collectively the "Nonutility Subsidiaries").  The Commission 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, the Nonutility Subsidiaries and NU's other direct or indirect Rule 58
subsidiaries to be formed by NU, in an aggregate amount not to exceed $75
million through December 31, 1999. By Order dated May 19, 1999, the
Commission authorized an increase in the Guarantee authority from $75 million
to $250 million.  The Applicants now propose to increase the aggregate amount
of Guarantees which may be provided by NU or NUEI to the Nonutility
Subsidiaries and other to be formed rule 58 subsidiaries to $500 million and
to extend the date through which guarantees may be provided up to December
31, 2002.  Guarantees may take the form of NU or NUEI agreeing to guarantee,
undertake reimbursement obligations, assume liabilities or other obligations
with respect to or act as surety on, bonds, letters of credit, evidences of
indebtedness, equity commitments, performance and other obligations
undertaken by NU, NUEI, the nonutility subsidiaries and their affiliates.

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

Jonathan G. Katz
Secretary