NO. 70-9839

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549

                          AMENDMENT NO. 9
                                TO
                      APPLICATION/DECLARATION
                                ON
                             FORM U-1
                             UNDER THE
            PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                       Northeast Utilities
            Western Massachusetts Electric Company
                       174 Brush Hill Road
                    West Springfield, MA 01089

              The Connecticut Light and Power Company
                         107 Selden Street
                          Berlin, CT 06037


    (Names of companies filing this statement and addresses of
                   principal executive offices)

                        NORTHEAST UTILITIES
             (Name of top registered holding company)

                         Gregory B. Butler
           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
       Assistant General Counsel    Vice President and Treasurer
       Northeast Utilities Service  Northeast Utilities Service
       Company                      Company
       107 Selden Street            107 Selden Street
       Berlin, CT 06037             Berlin, CT 06037

     The Application/Declaration in this file, as heretofore
amended, is hereby further amended and restated in its entirety to
read as follows:

     "ITEM 1

     DESCRIPTION OF PROPOSED TRANSACTIONS

     Introduction

     1.   Northeast Utilities ("NU"), a public utility holding
     company registered under the Public Utility Holding Company
     Act of 1935, as amended ("the Act"), The Connecticut Light
     and Power Company ("CL&P") and Western Massachusetts
     Electric Company ("WMECO"), each an electric utility
     subsidiary of NU, (collectively, the "Applicants"), hereby
     submit this application/declaration (the "Application")
     pursuant to Sections 6(a), 7, 9(a), 10 and 12(c) of the Act
     and Rules 26(c)(3), 42, 43, 44 and 46(a) thereunder with
     respect to (a) the payment of dividends to, and/or the
     repurchase of stock from, NU out of capital or unearned
     surplus by each of CL&P and WMECO from proceeds from the
     sale of their respective interests in the Millstone Station
     nuclear generating facility ("Millstone") and (b) the
     payment of dividends and/or the repurchase of stock out of
     capital or unearned surplus by CL&P out of proceeds from
     the sale of Millstone in accordance with the provisions of
     CL&P's dividend covenant under its First Mortgage Indenture
     and Deed of Trust dated May 1, 1921 to the Bankers Trust
     Company as trustee (the "Mortgage Indenture"), all through
     December 31, 2003 (the "Authorization Period") and so long
     as the senior debt securities of the respective company
     remain rated investment grade by at least one rating
     agency.  As described in greater detail below, the
     authorizations sought herein relate to the capital
     restructuring of the NU system in connection with the
     nuclear generating asset divestiture as required by the
     electrical industry restructuring initiatives in the State
     of Connecticut and the Commonwealth of Massachusetts.  The
     Applicants intend to use the proceeds of the Millstone
     sale, among other things, to reduce and adjust their
     capital structures by retiring outstanding debt, preferred
     stock and common equity.  As a result, CL&P and WMECO
     (collectively, the "Utilities") will be able to lower the
     rates charged to their customers, and the NU system will
     gain greater financial flexibility.  In addition, NU's
     value to its shareholders will be enhanced. The senior debt
     ratings of CL&P issued by Standard & Poor's was upgraded to
     "A-" while the senior debt ratings of CL&P issued  by
     Moody's Investor Service, Inc. was upgraded to "A2".  The
     unsecured debt ratings of WMECO issued by Standard & Poor's
     was upgraded to "BBB+" while the unsecured debt ratings of
     WMECO issued  by Moody's Investor Service, Inc. was
     upgraded to "A3".

     Background

     2.   In a previous proceeding under the Act - see Northeast
     Utilities, et al., Application/Declaration on Form U-1, as
     amended, File No. 70-9541 (the "Use of Proceeds Filing"),
     granted and permitted to become effective in HCAR No. 27147
     (March 7, 2000) (the "Use of Proceeds Order") - the
     Utilities sought and were granted authorization, among
     other things, to pay dividends to, and/or repurchase shares
     of their respective stock from, NU out of capital or
     unearned surplus using the proceeds from the sale of non-
     nuclear generating assets and the issuance of rate
     reduction bonds ("RRBs") but not from the sale of nuclear
     assets.  The sale of nuclear assets was not foreseen at the
     time of such filing as resulting in any substantial net
     cash to the Utilities.  A dramatic positive change in the
     market for nuclear plants created the need for this filing.
     This Application deals with the use of proceeds from the
     sale of Millstone.  In another proceeding under the Act -
     see Northeast Utilities, et al, Application/Declaration on
     Form U-1, as amended, File No. 70-9697 (the "RRB Filing"),
     the Utilities sought specific authorization to issue the
     RRBs referenced in the Use of Proceeds Filing.  As
     described in the Use of Proceeds Filing and in the RRB
     Filing, the Utilities have used the proceeds of
     divestitures of generating assets and issuances of RRBs,
     among other things, to reduce and adjust their capital
     structures by retiring outstanding debt, preferred stock
     and common equity, and to buy down existing power purchase
     agreements with independent power producers.

     State Restructuring

     3.   The states in which CL&P and WMECO operate -
     Connecticut and Massachusetts, respectively - have enacted
     legislation that restructures the electric industries in
     such states by introducing retail competition in
     electricity generation.   The new laws allow customers
     to choose their electric suppliers.  Accordingly, energy
     prices will be based on competitive market forces rather
     than being set by the state regulatory commission.  The
     transmission and distribution of electricity will continue
     to be provided by the local utilities at regulated rates.
     The restructuring statutes also require electric utilities
     to institute rate reductions and adopt rate caps in amounts
     that vary from state to state.  More detailed accounts of
     the restructuring of the electric industries in Connecticut
     and Massachusetts are contained in the Use of Proceeds
     Filing.

     4.   The restructuring statutes in Connecticut and
     Massachusetts also allow for the issuance of RRBs to
     finance portions of a utility's stranded costs, as
     determined to be appropriate by the respective commissions,
     through securitization transactions .  The savings
     generated through the use of rate reduction bonds
     ultimately result in a reduction of electric rates.
     Connecticut law limits the use of securitization to non-
     nuclear generation-related regulatory assets and costs
     associated with the renegotiation of purchased-power
     contracts.  CL&P may not securitize any of its nuclear
     stranded costs. Massachusetts law allows WMECO to
     securitize such costs. A more detailed description of the
     proposed RRB transactions is contained in the RRB Filing.

     5.   As vertically integrated utilities with both
     generation assets and transmission and distribution assets,
     CL&P and WMECO were required to restructure their companies
     to comply with state statutory provisions. The
     restructuring laws include, among other things, strong
     incentives to divest generating assets.  This divestiture,
     combined with authorization for the issuance of RRBs as
     part of the restructuring process, has left the Utilities
     in a unique financial position in that they experienced a
     significant decrease in the amount of tangible assets that
     they own and received a substantial influx of cash almost
     simultaneously.

     6.   Pursuant to Connecticut's statutory restructuring
     requirements and order of the Department of Public Utility
     Control (the "DPUC"), CL&P was allowed to recover the full
     amount of its stranded costs through the divestiture of its
     non-nuclear generating assets at auction by January 1, 2000
     and its nuclear generating assets at auction by January 1,
     2004 and taking steps to mitigate its stranded costs.
     Massachusetts imposed similar conditions upon WMECO.

     7.   As of the date of this filing, virtually all of the
     non-nuclear electric generating assets of CL&P and WMECO
     have been sold.  However, the applicable state deregulation
     laws mandate that any gains on the sale of the electric
     generating assets reduce stranded cost recovery, and so
     neither CL&P nor WMECO recognized any earnings effect and
     no accretion to their respective retained earnings account
     when those gains were realized.  Accordingly, CL&P and
     WMECO were left with a large amount of cash and no ability
     to pay dividends to NU or otherwise move cash upstream to
     NU.  To remedy this problem, CL&P, WMECO and certain of
     their affiliates filed the Use of Proceeds Filing.

     8.   In the Use of Proceeds Filing, CL&P indicated that it
     expected to receive net proceeds of approximately $1.191
     billion from the sales of non-nuclear generating assets and
     net proceeds of $1.489 billion from the issuance and sale
     of rate reduction bonds, a total of approximately $2.680
     billion.  WMECO indicated that it expected to receive net
     proceeds of approximately $233 million from the sales of
     non-nuclear generating assets and net proceeds of
     approximately $303 million from the issuance and sale of
     rate reduction bonds, a total of approximately $536
     million.  The Use of Proceeds Order authorized CL&P to use
     up to $310 million of such proceeds to reduce its common
     equity, and WMECO to use up to $145 million of such
     proceeds to reduce its common equity.  In the RRB Filing,
     CL&P updated its expectations concerning proceeds from the
     issuance of RRBs and stated that it expected to receive
     proceeds of approximately $1.551 billion from the issuance
     of RRBs.

     9.   Both  companies have issued RRBs and have sold their non-
       nuclear generating assets.  CL&P realized $1.187 billion from
       the sale of its non-nuclear generating assets and WMECO realized
       $231 million from the sale of its non-nuclear generating assets.
       CL&P used approximately $300 million to reduce its common equity
       and WMECO used approximately $90 million to reduce its common
       equity.

     Sale of Nuclear Assets

     10.    CL&P owned an 81% interest in the Millstone 1
       nuclear generating facility ("Millstone 1") which was
       permanently shut down, an 81% interest in the 870 Mw
       Millstone 2 nuclear generating facility ("Millstone 2")
       and approximately 53% of the 1,154 Mw Millstone 3
       nuclear generating facility ("Millstone 3") located in
       Waterford, Connecticut.  WMECO owned a 19% interest in
       Millstone 1 and in Millstone 2 and approximately a 13%
       interest in Millstone 3.  In accordance with Connecticut
       and Massachusetts restructuring laws, CL&P and WMECO
       (and most of the other joint owners of Millstone 3)
       divested these assets, via public auction.   Dominion
       Resources, Inc. ("Dominion") was the successful bidder
       with a bid of approximately $1.298 billion.  On October
       19, 2000, the DPUC's Utility Operations and Management
       Analysis unit approved the sale of CL&P's interest in
       Millstone to Dominion, and on January 9, 2001 the DPUC
       released a draft decision approving the sale.  The
       Massachusetts Department of Telecommunications and
       Energy approved the sale of WMECO's interest in
       Millstone in December 2000.  The sale was completed on
       March 31, 2001.  As a result of the sale, CL&P realized
       approximately $843 million and WMECO realized
       approximately  $196 million. Similar to the treatment of
       proceeds realized from the sale of the non-nuclear
       generating assets, the proceeds from the sale of
       Millstone to CL&P and WMECO did not increase their
       respective retained earnings.  The Utilities applied the
       bulk of the proceeds to retire debt, lease obligations
       and preferred stock under Rule 42.

     Approval of the Payment of Dividends to or the Repurchase of
     Stock from NU by CL&P and WMECO.

     11.  The Utilities plan to apply the remaining net proceeds
     of the sale of Millstone during the Authorization Period to
     retire common stock. CL&P presently expects to use
     approximately $100 million from the proceeds from the sale of
     Millstone to reduce its common equity capitalization, and
     WMECO presently expects to use approximately $21 million from
     the proceeds of the sale of Millstone to reduce its common
     equity capitalization (individually, "CL&P Returned Equity"
     and "WMECO Returned Equity" respectively).

     12.  In order to effectively reduce common equity, CL&P and
     WMECO seek Commission authorization to use all or a portion
     of, respectively, the CL&P Returned Equity and the WMECO
     Returned Equity either (i) to pay dividends to NU out of
     capital or unearned surplus, (ii) to buy back a portion of
     their outstanding common stock owned by NU out of capital or
     unearned surplus or (iii) a combination of (i) and (ii).
     Since, as described earlier, the receipt of the proceeds from
     the sale of Millstone does not result in net income giving
     rise to earned surplus, Rules 42 and 46 require Commission
     approval for the Utilities to repurchase their stock or to
     pay dividends, respectively, to the desired extent.

     13.  The Commission has previously approved the payment of
     dividends out of capital or unearned surplus by a utility
     subsidiary of a registered holding company when the payment
     would not impair the subsidiary's ability to meet its
     obligations and the subsidiary's assets would be sufficient
     to meet any anticipated expenses or liabilities (See, e.g.,
     AEP Generating Co., H.C.A. Rel. No. 26754 (August 12, 1997))
     and specifically allowed CL&P and WMECO to pay dividends or
     repurchase stock out of capital or unearned surplus pursuant
     to the Use of Proceeds Order.  As described above, CL&P and
     WMECO would not face adverse financial consequences as a
     result of the payment to NU.  Rather, CL&P and WMECO are
     reacting to a unique situation, the sale of nuclear
     generating assets, which resulted in a large influx of cash
     without creating any additional earned surplus.  Each of CL&P
     and WMECO currently has, and following the consummation of
     the transactions described herein, will continue to have,
     through the Authorization Period, adequate cash and access to
     working capital facilities to meet and support its normal
     business operations.  Payment of the dividends (or
     repurchases of common stock, as the case may be) would not
     impair the financial integrity of CL&P or WMECO because,
     after the payment of such dividends or repurchase of stock,
     each utility would still have adequate cash to operate its
     business operations through the Authorization Period.  The
     Commission has recently approved the use of proceeds from the
     sale of generating assets to repurchase the selling entity's
     stock from its parent registered holding company in order to
     keep its capital structure balanced, in the same manner as
     the Utilities propose to do here.  Northeast Utilities,
     supra, New England Elec. System, H.C.A. Rel. No. 26918 (Sept.
     25, 1998).

     Approval of the Payment of Additional Amounts under the CL&P
     Mortgage Indenture restriction, dated May 1, 1921.

     14.  In addition to the other transactions described herein,
     the Applicants request that the Commission exercise its
     reserved power as provided in the dividend covenant in CL&P's
     Mortgage Indenture so as to permit CL&P, during the
     Authorization Period, to effect dividend payments, the
     repurchase of its shares or any combination thereof,
     notwithstanding the fact that the CL&P Returned Equity does
     not represent net earnings giving rise to earned surplus.
     The full text of the dividend covenant, Section 6.13 of the
     Mortgage Indenture, is attached hereto as Exhibit J.

     15.  The dividend covenant provides, among other things, that
     cash dividends may not be paid on the capital stock of CL&P,
     or distributions made, or capital stock purchased by CL&P, in
     an aggregate amount which exceeds CL&P's earned surplus after
     December 31, 1966, plus the earned surplus of CL&P
     accumulated prior to January 1, 1967 in an amount not
     exceeding $13,500,000, plus such additional amount as may be
     authorized or approved by the Commission under the Act.  CL&P
     hereby is requesting that the Commission approve such an
     additional amount to enable the payment of dividends and/or
     the repurchase of stock, as described above.  The actual
     amount over such limit for which authorization is being
     sought depends on the amount of CL&P's earned surplus at the
     time of the dividend payment or stock repurchase.  However,
     the maximum aggregate amount of capital expected to be
     transferred to NU through these means during the
     Authorization Period will not exceed $100 million.  The
     Commission has previously approved the payment of additional
     amounts under this and similar dividend restrictions upon a
     finding that such approval was in the public interest.  See,
     e.g., Northeast Utilities, H.C.A. Rel. No 27147, (March 7,
     2000); AEP Generating Co., H.C.A. Rel. No. 24989 (Nov. 21,
     1989); Southern Elec. Gen. Co., H.C.A. Rel. No. 14417 (April
     25, 1961).  The requested dividend payments and/or repurchase
     of CL&P stock from restructuring proceeds are in the public
     interest as they will not impair CL&P's ability to meet its
     obligations and will result in the benefits to the NU system,
     NU's shareholders and the Utilities' customers described
     above.  Without such authorization, much of the extraordinary
     funds received by CL&P through the sale of Millstone would
     remain trapped at CL&P and cause its rates to be higher than
     necessary.  Thus, such payments will not negatively affect
     the interests sought to be protected under the dividend
     restriction and CL&P's request should be approved.

     Inability to meet the Commission's 30% Common Equity Ratio
     Test

     16.     In the Use of Proceeds Filing, the Utilities noted
     that the addition of the then anticipated securitization debt to
     the balance sheets of CL&P and WMECO on a pro forma basis with the
     reduced capitalization of the Utilities as a result of the
     authorization granted in such file, would cause the Utilities
     (and NU on a consolidated basis) to fail the Commission's
     benchmark of 30% common equity-to-capitalization test, with their
     respective pro forma common equity ratios at 19.1% and 16.6% and
     NU at 29.1%.  As indicated in the Use of Proceeds Filing, however,
     the ratings of the respective senior debt securities of CL&P and
     WMECO will be unaffected or will be improved by the issuance of
     the rate reduction bonds, as such bonds are not considered
     obligations of the Utilities by the ratings agencies.  As
     indicated earlier herein, both CL&P and WMECO have used proceeds
     from the sale of non-nuclear generating assets to reduce their
     respective capitalization.  After giving effect to the sale of
     Millstone, the issuance of the RRBs and the paydown of debt and
     equity with the proceeds, the pro forma common equity ratios of
     CL&P and WMECO (and NU on a consolidated basis), as of September
     30, 2001, debt of the companies) would remain above 30%, with CL&P
     at 41%, WMECO at 44% and NU consolidated at 46%.  Giving effect to
     the Millstone transactions, the issuance of the RRBs and including
     the issuance of the RRBs as debt of the respective companies, the
     respective pro forma common equity ratios as of September 30,
     2001 of CL&P, and WMECO would fall below the 30% benchmark
     with CL&P at 21.7% and WMECO at 29.3%.  The DPUC issued a decision
     in December 2001 permitting CL&P to return approximately $188
     million of common equity to NU, and found that a proposed equity
     ratio of 45%, without considering RRBs, was appropriate.  The DTE
     has made no findings to date on WMECO's capital structure but is
     expected to consider the use of Millstone proceeds in its regular
     March 2002 annual transition charge reconciliation proceeding.
     See Item 4 (paragraph 27) for further information. The transactions
     described herein and the issuance of the RRBs would not cause NU
     on a consolidated basis to fall below 30%. (See Exhibit K.2
     hereto).  CL&P and WMECO presently anticipate that the debt
     associated with the RRBs will have been amortized by no later than
     twelve years after the respective date when such company has
     issued the maximum principal amount of RRBs which it intends to
     issue.  Thus CL&P's and WMECO's common equity ratios will exceed
     30% by no later than the end of such period.  In all likelihood,
     a sufficient amount of securitization debt will be amortized prior
     to the end of such twelve year period to restore both CL&P's and
     WMECO's common equity ratio tom over 30% prior to that date.
     Based on the terms and amortizations of the RRBs issued by CL&P
     and WMECO, the Applicants believe that the common equity ratio of
     CL&P will be bove 30% by December 31, 2007 and that of WMECO will
     be above 30% by December 31, 2002 (See Exhibit L-1 hereto). If by
     the end of the Authorization Period in the case of the Utilities,
     the respective company is not above 30% common equity, further
     authorization from the Commission will be required.

     Summary of Requested Action

     17.  The Applicants request that the Commission issue an
     order authorizing:  (a) the Utilities to pay dividends to,
     and/or repurchase common stock from, NU out of capital or
     unearned surplus during the Authorization Period so long as
     the senior debt securities of the respective company is rated
     investment grade by at least one rating agency, in an amount
     up to $100 million in the case of CL&P and up to $21 million
     in the case of WMECO, all from proceeds received from the
     sale of Millstone, and (b) CL&P to pay dividends to and/or
     repurchase common stock out of capital or unearned surplus by
     CL&P from NU in the same amount under its Mortgage Indenture
     dividend covenant during the Authorization Period.  The
     amounts for which authorization is sought herein is distinct
     from and does not affect the amounts for which authorization
     was sought and granted by the Use of Proceeds Order.

     ITEM 2

     FEES, COMMISSIONS AND EXPENSES

     18. The fees, commissions and expenses paid or incurred, or
     to be paid or incurred, directly or indirectly, in connection
     with the proposed transactions by the Applicants are not
     expected to exceed $20,000 and are expected to be comprised
     primarily of fees for ordinary legal, accounting and
     investment banking services.  None of such fees, commissions
     or expenses will be paid to any associate company or
     affiliate of the Applicants except for payments to Northeast
     Utilities Service Company for financial and other services.

     ITEM 3

     APPLICABLE STATUTORY PROVISIONS

     19.  Sections 6(a), 7, 9(a), 10 and 12(c) of the Act and
     Rules 26(c)(3), 42, 43, 44 and 46(a) thereunder are or may be
     applicable to the proposed transactions.  To the extent any
     other sections of the Act or Rules thereunder may be
     applicable to the proposed transaction, the Applicants
     request appropriate orders thereunder.

     20.  NU will file reports with the Commission within 60 days after
          the end of each calendar quarter, providing, among other things,

     i.   A total capitalization calculation to include a
     breakdown of the common stock equity account and by
     percentage for each equity and debt category for the period
     ending for each Applicant that indicates the amount of
     dividends paid to NU and/or the amount of repurchase stock
     from NU during the quarter; total capitalization is to
     include all short-term debt and current maturities.

          ii.  The current senior debt ratings of CL&P and WMECO,
     including a representation that such ratings are at or above
     investment grade.

          iii. The Utilities' cash-on-hand both during the quarter
     and as of the end of each quarter and a representation as to
     whether internal cash funds available during the quarter were
     sufficient to fund each company's normal business operations
     or had to be supplemented with borrowing from working capital
     facilities.

     Other Matters

     21.  Except in accordance with the Act, neither NU nor any
     subsidiary thereof (a) has acquired an ownership interest in
     an exempt wholesale generator ("EWG") or a foreign utility
     company ("FUCO") as defined in Sections 32 and 33 of the Act,
     or (b) now is or as a consequence of the transactions
     proposed herein will become a party to, or has or will as a
     consequence of the transactions proposed herein have a right
     under, a service, sales, or construction contract with an EWG
     or a FUCO. None of the proceeds from the transactions
     proposed herein will be used by NU and its subsidiaries to
     acquire any securities of, or any interest in, an EWG or a
     FUCO.

     22.   NU currently meets all of the conditions of Rule 53(a),
     except for clause (1). At September 30, 2001, NU's "aggregate
     investment," as defined in Rule 53(a)(1), in EWGs and FUCOs
     was approximately $469.5 million, or approximately 80% of
     NU's average "consolidated retained earnings," also as
     defined in Rule 53(a)(1), for the four quarters ended
     September 30, 2001 ($586 million). With respect to Rule
     53(a)(1), however, the Commission has determined that NU's
     financing of its investment in Northeast Generation Company
     ("NGC"), NU's only current EWG or FUCO, in an amount not to
     exceed $481 million or 83% of its "average consolidated
     retained earnings" would not have either of the adverse
     effects set forth in Rule 53(c). See Northeast Utilities,
     Holding Company Act Release No. 27148, dated March 7, 2000
     (the "Rule 53(c) Order"). NU continues to assert that its EWG
     investment in NGC will not adversely affect the System.

     23.  In addition, NU and its subsidiaries are in compliance
     and will continue to comply with the other provisions of Rule
     53(a) and (b), as demonstrated by the following
     determinations:

     (i) NGC maintains books and records, and prepares financial
     statements, in accordance with Rule 53(a)(2). Furthermore, NU
     has undertaken to provide the Commission access to such books
     and records and financial statements, as it may request;

     (ii) No employees of NU's public utility subsidiaries have
     rendered services to NGC;

     (iii)  NU has submitted (a) a copy of each Form U-1 and Rule
     24 certificate that has been filed with the Commission under
     Rule 53 and (b) a copy of Item 9 of the Form U5S and Exhibits
     G and H thereof to each state regulator having jurisdiction
     over the retail rates of NU's public utility subsidiaries;

     (iv) Neither NU nor any subsidiary has been the subject of a
     bankruptcy or similar proceeding unless a plan of
     reorganization has been confirmed in such proceeding;

     (v) NU's average CREs for the four most recent quarterly
     periods have not decreased by 10% or more from the average
     for the previous four quarterly periods; and

     (vi) In the previous fiscal year, NU did not report operating
     losses attributable to its investment in EWGs/FUCOs exceeding
     3 percent of NU's consolidated retained earnings.

     24.  The proposed transactions, considered in conjunction
     with the effect of the capitalization and earnings of NU's
     EWGs and FUCOs, would not have a material adverse effect on
     the financial integrity of the NU system, or an adverse
     impact on NU's public-utility subsidiaries, their customers,
     or the ability of State commissions to protect such public-
     utility customers. The Rule 53(c) Order was predicated, in
     part, upon an assessment of NU's overall financial condition
     which took into account, among other factors, NU's
     consolidated capitalization ratio and its retained earnings,
     both of which have improved since the date of the order.
     NU's EWG investment (it has no FUCO investment), has been
     profitable for the quarterly periods ending June 30, 2000,
     September 30, 2000, December 31, 2000, March 31, 2001, June
     30, 2001 and September 30, 2001, respectively (NGC was
     acquired in March 2000).  As of December 31, 1999, the most
     recent period for which financial statement information was
     evaluated in the Rule 53(c) Order, NU's consolidated
     capitalization consisted of 35.3% common equity and 64.7%
     debt (including long and short-term debt, preferred stock,
     capital leases and guarantees).  As of June 30, 2000, the end
     of the first quarter after the issuance of the Rule 53(c)
     Order, the consolidated capitalization ratios of NU, with
     consolidated debt including all short-term debt and non-
     recourse debt of the EWG, were as follows:

                         As of June 30, 2000

                                     (thousands
                                    of dollars)               %
     Common shareholders' equity    2,365,854                36.9
     Preferred stock                  277,700                 4.3
     Long-term and short-term debt  3,768,353                58.8
                                    6,411,907               100.0

     25.    The consolidated capitalization ratios of NU as of
     September 30, 2001, with consolidated debt including all
     short-term debt and non-recourse debt of the EWG, were as
     follows:
                         As of  September 30, 2001

                                   (thousands
                                   of dollars)               %
     Common shareholders' equity    2,133,851              31.6
     Preferred stock                  116,200               1.7
     Long-term and short-term debt  2,391,557              35.4
     Rate Reduction Bonds           2,118,400              31.3
                                    6,760,008             100.0

     26.   NU's consolidated retained earnings decreased from
     $581.8 million as of December 31, 1999 to $495.9 million as
     of December 31, 2000, mainly as a result of  an after-tax
     write-off of $225 million by Public Service Company of New
     Hampshire as part of a restructuring settlement and also
     recognition of a loss due to a decision by the FERC lowering
     the price for acquiring installed generating capacity in New
     England but increased by $149 million through the three
     quarters ended September 30, 2001.  NGC (NU's only EWG or
     FUCO) has made a positive contribution to earnings by
     contributing $207 million in revenues from inception (March
     2000) through September 30, 2001 and net income of $57.5
     million for the same period.  Accordingly, since the date of
     the Rule 53(c) Order, the capitalization and earnings
     attributable to NU's investments in EWGs and FUCOs has not
     had an adverse impact on NU's financial integrity.

     ITEM 4

     REGULATORY APPROVALS

     27.  The Connecticut Department of Public Utility Control
     (the "DPUC") has jurisdiction over CL&P's plan of divestiture
     of Millstone, and in its order approving the divestiture plan,
     the DPUC required that within 180 days following the closing,
     CL&P file information regarding the disposition of the
     proceeds, including an itemization of costs that will be
     netted against the proceeds and detailed tax calculations.
     CL&P advised the DPUC that it intended to rebalance its capital
     account through the reacquisition of equity, including the
     repurchase of approximately $188 million of common stock from NU.
     On March 16, 2001, the DPUC issued a temporary order
     requiring CL&P to use the proceeds in a way to result in a
     common equity ratio (not including the RRBs as debt) for CL&P
     between 45% and 50% ("Common Equity Ratio Requirement").
     (See Exhibit D attached hereto).  In December, 2001, the DPUC
     issued its final decision in the filing in which it
     discontinued the Common Equity Ratio Requirement (See Exhibit
     D-1 attached hereto). NU now anticipates that CL&P
     will repurchase $100 million of common stock from NU and pay
     approximately $88 million to NU as a dividend.


     28.  The Massachusetts Department of Telecommunications and
     Energy (DTE) has jurisdiction over WMECO's use of proceeds
     from the Millstone sale.  In approving the sale of WMECO's share
     of Millstone, the DTE stated that it was not ruling on the use of
     proceeds and would examine that issue in an annual transition
     charge reconciliation proceeding after the sale is completed.
     WMECO plans on making a filing in March 2002 in the next scheduled
     reconciliation charge proceeding, but it is not known when the
     results of this proceeding will be determined. No other state or
     Federal regulatory approval, other than the approval of the
     Commission pursuant to this Application, is required to consummate
     the transactions described herein.  The transactions described
     herein will be effected in compliance with all applicable state
     and federal laws and regulations.

     ITEM 5

     PROCEDURE

     29. The Applicants respectfully request the Commission's
     approval, pursuant to this Application, of all transactions
     described herein, whether under the sections of the Act and
     Rules thereunder enumerated in Item 3 or otherwise.  It is
     further requested that the Commission issue an order
     authorizing the transactions proposed herein at the earliest
     practicable date.  The closing of the Millstone sale is
     scheduled for April 1, 2001 and the Applicants intend to use
     the proceeds immediately for the debt and capital reductions
     described herein. Additionally, the Applicants (i) request
     that there not be any recommended decision by a hearing
     officer or by any responsible officer of the Commission, (ii)
     consent to the Office of Public Utility Regulation within the
     Division of Investment Management assisting in the
     preparation of the Commission's decision, and (iii) waive the
     30-day waiting period between the issuance of the
     Commission's order and on the date on which it is to become
     effective, since it is desired that the Commission's order,
     when issued, become effective immediately.

     ITEM 6

     EXHIBITS AND FINANCIAL STATEMENTS

        (asterisked (*) items have been previously filed)

     30. (a) Exhibits

     D. Temporary Order of the Connecticut Department of Public
     Utility Control dated March 16, 2001*

     D.1 Decision from the Connecticut Department of Public
     Utility Control dated December 12, 2001.*

     F.  Opinion of Counsel*

     H.  Proposed Form of Notice*

     J.  CL&P Mortgage Indenture Dividend Covenant*

     K.  Common Equity Ratios*
     K.1 Revised Common Equity Ratios*
     K.2 Revised Common Equity Ratios*

     L.  Amortization Schedule for RRBs*
     L.1 Revised Amortization Schedule for RRBs*

        (b) Financial Statements*

     1  Northeast Utilities and Subsidiaries (consolidated)

        1.1  Balance Sheet, per books and pro forma, as of
     September 30, 2000.

        1.2  Statement of Income, per books and pro forma, for 12
     months September 30, 2000 and capital structure, per books
     and pro forma, as of September 30, 2000.

     2  The Connecticut Light and Power Company

        2.1  Balance Sheet, per books and pro forma, as of
     September 30, 2000

        2.2  Statement of Income and Surplus, per books and pro
     forma, for 12 months ended September 30, 2000 and capital
     structure, per books and pro forma, as of September 30, 2000.

     3  Western Massachusetts Electric Company

        3.1  Balance Sheet, per books and pro forma, as of
     September 30, 2000.

        3.2  Statement of Income and Surplus, per books and pro
     forma, for 12 months ended September 30, 2000 and capital
     structure, per books and pro forma, as of September 30, 2000.

     ITEM 7

     INFORMATION AS TO ENVIRONMENTAL EFFECTS

     31.  (a) The financial transactions described herein do not
     involve a major Federal action significantly affecting the
     quality of the human environment.

          (b)  No other federal agency has prepared or is preparing an
     environmental impact statement with regard to the proposed
     transaction.


     SIGNATURES

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

     NORTHEAST UTILITIES
     WESTERN MASSACHUSETTS ELECTRIC COMPANY
     THE CONNECTICUT LIGHT AND POWER COMPANY


     By:  /s/ Randy A. Shoop
          Name: Randy A. Shoop
          Title: Assistant Treasurer - Finance - Northeast Utilities
          Service Company,
          as Agent for the above named companies.


     Date: February 15, 2002


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 An Act Concerning Electric Restructuring, 1998 Conn. Acts.
98-28 (Reg. Sess.); The Massachusetts Electric Industry
Restructuring Act, 1997 Mass. Acts 164.

 Securitization is the financing of a specific asset or pool
of assets, through the issuance of securities, frequently referred
to as "asset-backed securities" ("ABS"). These securities are paid
solely from the revenue stream arising from the pool of assets,
and as a result, their ratings are dependent upon the
predictability or volatility of that cash flow.  The structure of
a typical ABS transaction is based on the underlying assets and
the expected cash flows to be generated by those assets.  In
general, the original owner of the underlying asset sells the
asset to a special-purpose financing entity.  That entity then
issues securities (directly or indirectly), for which the primary
source of payment of principal and interest is the cash flow
generated by the underlying asset that was sold. See, also, the
RRB Filing.


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