SECURITIES AND EXCHANGE COMMISSION

                                  Washington, D.C.

                                 Calendar Year 1994

                          FORM U-12(I)-B (ANNUAL STATEMENT)

            Statement Pursuant to Section 12(i) of Public Utility Holding
Company Act of 1935 by a Person Regularly Employed or Retained by a Registered
Holding Company or a Subsidiary Thereof and Whose Employment Contemplates
                 Only Routine Expenses as Specified in Rule U-71(b)
          (To be filed in DUPLICATE.  If acknowledgment is desired, file in
triplicate)

             1.  Name and business address of person filing
statement.

                                   William S. Lamb
                           LeBoeuf, Lamb, Greene & MacRae
       125 W. 55th Street                    1875 Connecticut Avenue N.W.
       New York, New York 10019              Washington, D.C.  20009

             2.  Names and business address of any persons through
whom the undersigned proposes to act in matters included within
the exemption provided by paragraph (b) of Rule U-71.

                                        None

             3.  Registered holding companies and subsidiary
companies by which the undersigned is regularly employed or
retained.

                   Northeast Utilities, Charter Oak
                   Energy, Inc. and other subsidiaries
                   of Charter Oak Energy, Inc.

             4.  Position or relationship in which the undersigned
is employed or retained by each of the companies named in item 3,
and brief description of nature of services to be rendered in
each such position or relationship.

                   Partner in LeBoeuf, Lamb, Greene &
                   MacRae which regularly renders
                   legal services to Northeast
                   Utilities, Charter Oak Energy, Inc.
                   and other subsidiaries of Charter
                   Oak Energy, Inc.

             5.(a)  Compensation received during the prior year and
to be received during the calendar year by the undersigned or
others, directly or indirectly, for services rendered by the
undersigned, from each of the companies designated in item 3. 
(Use column (a) as supplementary statement only.)


                                 Salary or other
                                  compensations  
Name of           received during         to be          Person or company from
recipient           prior year          received            whom received or
                        (a)                (b)               to be received

LeBoeuf, Lamb,           -            Regular hourly           Charter Oak
Greene & MacRae                       billing rates            Energy, Inc.
                                                                    
       (b)  Basis for compensation if other than salary.

                                See (a) above.

       6.  (To be answered in supplementary statement only.  See
instructions.)  Expenses incurred by the undersigned or other
person named in item 2, above, during the calendar year in
connection with the activities described in item 4, above, and
the source or sources of reimbursement for same.

       (a)  Total amount of routine expenses charged to client:  $
       (b)  Itemized list of all other expenses:

Date   February 1, 1994                (Signed):   /s/ William S. Lamb