FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549-1004

            [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
                          SECURITIES EXCHANGE ACT OF 1934 

                   For the quarterly period ended March 31, 1999

                                        OR

           [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

                   For the transition period from ________ to ________

Commission    Registrant;State of Incorporation;              I.R.S. Employer
File Number      Address;and Telephone Number                Identification No.

1-5324        NORTHEAST UTILITIES                               04-2147929
              (a Massachusetts voluntary association)
              174 Brush Hill Avenue
              West Springfield, Massachusetts    01090-2010
              Telephone:  (413) 785-5871

0-11419       THE CONNECTICUT LIGHT AND POWER COMPANY           06-0303850
              (a Connecticut corporation)
              107 Selden Street
              Berlin, Connecticut                06037-1616
              Telephone:  (860) 665-5000

1-6392        PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE           02-0181050
              (a New Hampshire corporation)
              1000 Elm Street
              Manchester, New Hampshire          03105-0330
              Telephone:  (603) 669-4000

0-7624        WESTERN MASSACHUSETTS ELECTRIC COMPANY            04-1961130
              (a Massachusetts corporation)
              174 Brush Hill Avenue
              West Springfield, Massachusetts    01090-2010
              Telephone:  (413) 785-5871

33-43508      NORTH ATLANTIC ENERGY CORPORATION                 06-1339460
              (a New Hampshire corporation)
              1000 Elm Street
              Manchester, New Hampshire          03105-0330
              Telephone:  (603) 669-4000

Indicate by check mark whether the registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days.

                     Yes  X             No ___ 

Indicate the number of shares outstanding of each of the issuers' classes of
common stock, as of the latest practicable date:

Company - Class of Stock                      Outstanding at April 30,  1999
Northeast Utilities
Common shares, $5.00 par value                137,120,486 shares

The Connecticut Light and Power Company
Common stock, $10.00 par value                12,222,930 shares

Public Service Company of New Hampshire
Common stock, $1.00 par value                 1,000 shares

Western Massachusetts Electric Company
Common stock, $25.00 par value                1,072,471 shares

North Atlantic Energy Corporation
Common stock, $10.00 par value                1,000 shares


GLOSSARY OF TERMS


        The following is a glossary of frequently used abbreviations or
acronyms that are found throughout this report:


COMPANIES

NU................................. Northeast Utilities
CL&P............................... The Connecticut Light and Power Company
Charter Oak or COE................. Charter Oak Energy, Inc.
WMECO.............................. Western Massachusetts Electric Company
HWP................................ Holyoke Water Power Company 
NUSCO or the 
Service Company.................... Northeast Utilities Service Company
NNECO.............................. Northeast Nuclear Energy Company
NAEC............................... North Atlantic Energy Corporation
NAESCO or North Atlantic........... North Atlantic Energy Service Corporation
PSNH............................... Public Service Company of New Hampshire
RRR................................ The Rocky River Realty Company  
NUEI............................... NU Enterprises, Inc.
NGC................................ Northeast Generation Company
NGSC............................... Northeast Generation Services Company

Select Energy...................... Select Energy, Inc.
Mode 1............................. Mode 1 Communications, Inc.
HEC................................ HEC Inc.
Quinnehtuk......................... The Quinnehtuk Company
NU system.......................... The Northeast Utilities system companies,
                                    including NU and its wholly-owned
                                    operating subsidiaries:  CL&P, PSNH, WMECO
                                    and NAEC
CYAPC.............................. Connecticut Yankee Atomic Power Company
MYAPC.............................. Maine Yankee Atomic Power Company
VYNPC.............................. Vermont Yankee Nuclear Power Corporation
YAEC............................... Yankee Atomic Electric Company
Yankee Companies................... CYAPC, MYAPC, VYNPC and YAEC

GENERATING UNITS

Millstone 1........................ Millstone Unit No. 1, a 660 MW nuclear 
                                    generating unit completed in 1970
Millstone 2........................ Millstone Unit No. 2, an 870 MW nuclear 
                                    electric generating unit completed in 1975
Millstone 3........................ Millstone Unit No. 3, a 1,154 MW nuclear 
                                    electric generating unit completed in 1986
Seabrook or Seabrook 1............. Seabrook Unit No. 1, a 1,148 MW nuclear
                                    electric generating unit completed in 
                                    1986;Seabrook 1 went into service in 1990.

REGULATORS

DOE................................ U.S. Department of Energy
DTE................................ Massachusetts Department of 
                                    Telecommunications and Energy 
DPUC............................... Connecticut Department of Public Utility 
                                    Control
FERC............................... Federal Energy Regulatory Commission
NHPUC.............................. New Hampshire Public Utilities Commission
NRC................................ Nuclear Regulatory Commission
SEC................................ Securities and Exchange Commission

OTHER

kWh................................ Kilowatt hour
MW................................. Megawatt

NU 1998 Form 10-K.................. The NU system combined 1998 Form 10-K as
                                    filed with the SEC.


                    Northeast Utilities and Subsidiaries
         The Connecticut Light and Power Company and Subsidiaries
                   Public Service Company of New Hampshire
             Western Massachusetts Electric Company and Subsidiary
                     North Atlantic Energy Corporation

                            TABLE OF CONTENTS


                                                                   Page

Part I.  Financial Information

     Item 1.  Financial Statements (Unaudited) 
        
              and             

     Item 2.  Management's Discussion and 
              Analysis of Financial Condition 
              and Results of Operations

          For the following companies:

          Northeast Utilities and Subsidiaries 

              Consolidated Balance Sheets - 
              March 31, 1999 and December 31, 1998................   2

              Consolidated Statements of Income - Three Months
              Ended March 31, 1999 and 1998.......................   4

              Consolidated Statements of Cash Flows -
              Three Months Ended March 31, 1999 and 1998..........   5

              Management's Discussion and Analysis of 
              Financial Condition and Results of Operations.......   6

              Report of Independent Public Accountants............  15

          The Connecticut Light and Power Company and 
          Subsidiaries

              Consolidated Balance Sheets - March 31, 1999
              and December 31, 1998...............................  18

              Consolidated Statements of Income - Three 
              Months Ended March 31, 1999 and 1998................  20

              Consolidated Statements of Cash Flows -
              Three Months Ended March 31, 1999 and 1998..........  21

              Management's Discussion and Analysis of
              Financial Condition and Results of Operations.......  22

          Public Service Company of New Hampshire

              Balance Sheets - March 31, 1999 
              and December 31, 1998...............................  26

              Statements of Income - Three Months Ended 
              March 31, 1999 and 1998.............................  28

              Statements of Cash Flows - Three Months Ended
              March 31, 1999 and 1998.............................  29

              Management's Discussion and Analysis of 
              Financial Condition and Results of Operations.......  30

          Western Massachusetts Electric Company and Subsidiary

              Consolidated Balance Sheets - March 31, 1999
              and December 31, 1998...............................  34

              Consolidated Statements of Income - Three 
              Months Ended March 31, 1999 and 1998................  36

              Consolidated Statements of Cash Flows - Three
              Months Ended March 31, 1999 and 1998................  37

              Management's Discussion and Analysis of Financial
              Condition and Results of Operations.................  38

          North Atlantic Energy Corporation

              Balance Sheets - March 31, 1999 and 
              December 31, 1998...................................  42

              Statements of Income - Three Months Ended 
              March 31, 1999 and 1998.............................  44

              Statements of Cash Flows - Three Months Ended
              March 31, 1999 and 1998.............................  45

              Management's Discussion and Analysis of 
              Financial Condition and Results of Operations.......  46

          Notes to Financial Statements (unaudited - 
          all companies)..........................................  48



Part II.  Other Information

          Item 1. Legal Proceedings...............................  57

          Item 5. Other Information...............................  58

          Item 6. Exhibits and Reports on Form 8-K................  58

Signatures........................................................  60





                           NORTHEAST UTILITIES AND SUBSIDIARIES

                              PART I.  FINANCIAL INFORMATION

NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             March 31,
                                                                1999        December 31,
                                                            (Unaudited)         1998
                                                           -------------   -------------
                                                               (Thousands of Dollars)
<S>                                                          <C>             <C>
ASSETS
------

Utility Plant, at cost:
  Electric................................................ $  9,601,500    $  9,570,547
  Other...................................................      195,665         195,325
                                                           -------------   -------------
                                                              9,797,165       9,765,872
     Less: Accumulated provision for depreciation.........    4,309,124       4,224,416
                                                           -------------   -------------
                                                              5,488,041       5,541,456
  Unamortized PSNH acquisition costs......................      345,750         352,855
  Construction work in progress...........................      146,981         143,159
  Nuclear fuel, net.......................................      161,263         133,411
                                                           -------------   -------------
      Total net utility plant.............................    6,142,035       6,170,881
                                                           -------------   -------------
Other Property and Investments:                            
  Nuclear decommissioning trusts, at market...............      643,500         619,143
  Investments in regional nuclear generating               
   companies, at equity...................................       86,232          85,791
  Other, at cost..........................................      162,681         154,504
                                                           -------------   -------------
                                                                892,413         859,438
                                                           -------------   -------------
Current Assets:                                            
  Cash and cash equivalents...............................      335,662         136,155
  Investments in securitizable assets.....................      128,017         182,118
  Receivables, net........................................      226,219         237,207
  Accrued utility revenues................................       47,401          42,145
  Fuel, materials, and supplies, at average cost..........      199,738         202,661
  Recoverable energy costs, net--current portion..........       67,489          67,181
  Prepayments and other...................................       63,329          65,440
                                                           -------------   -------------
                                                              1,067,855         932,907
                                                           -------------   -------------
Deferred Charges:                                          
  Regulatory assets (Note 1B):
    Income taxes,net......................................      737,372         762,495
    Millstone 1...........................................      552,758         576,323
    Deferred costs--nuclear plants........................      168,868         187,132
    Unrecovered contractual obligations...................      391,421         407,926
    Recoverable energy costs, net.........................      240,222         279,232
    Other.................................................      101,607         115,841
  Unamortized debt expense................................       37,703          40,416
  Other ..................................................       52,444          54,790
                                                           ------------    ------------
                                                              2,282,395       2,424,155
                                                           ------------    ------------




Total Assets.............................................. $ 10,384,698    $ 10,387,381
                                                           ============    ============

</TABLE>
See accompanying notes to consolidated financial statements.



 


NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                             March 31,
                                                                1999        December 31,
                                                            (Unaudited)         1998
                                                           -------------   -------------
                                                               (Thousands of Dollars)
<S>                                                          <C>             <C>
CAPITALIZATION AND LIABILITIES
------------------------------

Capitalization:
  Common shareholders' equity:
    Common shares, $5 par value--authorized 
     225,000,000 shares; 137,120,608 shares issued and
     131,187,105 shares outstanding in 1999 and
     137,031,264 shares issued and 130,954,740 shares
     outstanding in 1998.................................. $    685,603    $    685,156
    Capital surplus, paid in..............................      939,674         940,661
    Deferred contribution plan--employee stock
      ownership plan......................................     (137,334)       (140,619)
    Retained earnings.....................................      579,213         560,769
    Accumulated other comprehensive income................        1,524           1,405
                                                           -------------   -------------
           Total common shareholders' equity..............    2,068,680       2,047,372
  Preferred stock not subject to mandatory redemption.....      136,200         136,200
  Preferred stock subject to mandatory redemption.........      166,039         167,539
  Long-term debt..........................................    3,218,149       3,282,138
                                                           -------------   -------------
           Total capitalization...........................    5,589,068       5,633,249
                                                           -------------   -------------
Minority Interest in Consolidated Subsidiaries............      100,000         100,000
                                                           -------------   -------------
Obligations Under Capital Leases..........................       78,107          88,423
                                                           -------------   -------------
Current Liabilities:                                       
  Notes payable to banks..................................      225,000          30,000
  Long-term debt and preferred stock--current              
   portion................................................      277,212         397,153
  Obligations under capital leases--current                
   portion................................................      128,405         120,856
  Accounts payable........................................      319,300         338,612
  Accrued taxes...........................................       82,134          50,755
  Accrued interest........................................       65,579          51,044
  Accrued pension benefits................................       18,209          33,034
  Other...................................................       93,500         106,333
                                                           -------------    ------------
                                                              1,209,339       1,127,787
                                                           -------------    ------------

Deferred Credits:                                          
  Accumulated deferred income taxes.......................    1,823,330       1,848,694
  Accumulated deferred investment tax credits.............      140,990         143,369
  Decommissioning obligation--Millstone 1.................      692,000         692,000
  Deferred contractual obligations........................      402,255         418,760
  Other...................................................      349,609         335,099
                                                           -------------    ------------
                                                              3,408,184       3,437,922
Commitments and Contingencies (Note 5)


           Total Capitalization and Liabilities........... $ 10,384,698    $ 10,387,381
                                                           =============   =============

</TABLE>
See accompanying notes to consolidated financial statements.




NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                                March 31,
                                                       ----------------------------
                                                            1999           1998
                                                       -------------  -------------
                                                          (Thousands of Dollars,
                                                         except share information)

<S>                                                     <C>            <C>
Operating Revenues.................................... $  1,043,407   $    958,905
                                                       -------------  -------------
Operating Expenses:                                    
  Operation--                                          
     Fuel, purchased and net interchange power........      380,393        353,537
     Other............................................      236,297        243,932
  Maintenance.........................................       97,151        120,955
  Depreciation........................................       84,348         87,229
  Amortization of regulatory assets, net..............       62,526         28,231
  Federal and state income taxes......................       22,440         16,761
  Taxes other than income taxes.......................       70,614         67,772
                                                       -------------  -------------
        Total operating expenses......................      953,769        918,417
                                                       -------------  -------------
Operating Income......................................       89,638         40,488
                                                       -------------  -------------
                                                        
Other Income:                                          
  Deferred nuclear plants return--other funds.........        1,234          1,875
  Equity in earnings of regional nuclear generating    
     and transmission companies.......................        1,493          4,124
  Millstone 1--unrecoverable costs....................       (1,371)          -
  Other, net..........................................       (1,606)         9,775
  Minority interest in income of subsidiary...........       (2,325)        (2,325)
  Income taxes........................................        6,394          3,024
                                                       -------------  -------------
        Other income, net.............................        3,819         16,473
                                                       -------------  -------------
        Income before interest charges................       93,457         56,961
                                                       -------------  -------------

Interest Charges:                                       
  Interest on long-term debt..........................       67,459         70,226
  Other interest......................................        4,053            878
  Deferred nuclear plants return--borrowed funds......       (2,440)        (3,516)
                                                       -------------  -------------
        Interest charges, net.........................       69,072         67,588
                                                       -------------  -------------
                                                        
       Income/(Loss) after interest charges...........       24,385        (10,627)

Preferred Dividends of Subsidiaries...................        5,941          7,322
                                                       -------------  -------------
Net Income/(Loss)..................................... $     18,444   $    (17,949)
                                                       =============  =============
                                                      
Earnings/(Loss) Per Common Share--Basic and Diluted... $       0.14   $      (0.14)
                                                       =============  =============
                                                      
Common Shares Outstanding (average)...................  131,110,491    130,299,512
                                                       =============  =============

                                                        
</TABLE>
See accompanying notes to consolidated financial statements.



NORTHEAST UTILITIES AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                             -----------------------
                                                                 1999        1998
                                                             ----------- -----------
                                                              (Thousands of Dollars)
<S>                                                            <C>          <C>
Operating Activities:                                        
  Income/(Loss) before preferred dividends of subsidiaries.. $   24,385  $  (10,627)
  Adjustments to reconcile to net cash                         
   from operating activities:
    Depreciation............................................     84,348      87,229
    Deferred income taxes and investment tax credits, net...    (17,522)    (10,166)
    Deferred nuclear plants return..........................     (3,674)     (5,391)
    Amortization of nuclear plants return...................     21,600           -
    Amortization of demand-side-management costs, net.......      8,458      30,924
    Amortization/(deferral) of recoverable energy costs.....     38,702      25,099
    Amortization of PSNH acquisition costs..................      7,104      22,356
    Amortization of regulatory asset - income taxes.........     11,853       2,811
    Amortization of cogeneration deferral...................      5,835       8,696
    Amortization of regulatory liability - PSNH.............     (8,215)     (8,215)
    Amortization of Millstone 1 investment..................     19,852           -
    Amortization of other regulatory assets.................      4,497       2,583
    Millstone 1 - unrecoverable costs.......................      1,371           -
    Other sources of cash...................................     47,624      52,305
    Other uses of cash......................................        (60)    (27,577)
  Changes in working capital:                                
    Receivables and accrued utility revenues, net...........    (44,268)    (54,008)
    Fuel, materials, and supplies...........................      2,923       4,031
    Accounts payable........................................    (19,312)    (87,671)
    Accrued taxes...........................................     31,379      29,312
    Sale of receivables and accrued utility revenues........     50,000      85,000
    Investment in securitizable assets......................     54,101     115,341
    Other working capital (excludes cash)...................    (11,012)     17,717
                                                             ----------- -----------
Net cash flows from operating activities....................    309,969     279,749
                                                             ----------- -----------
Financing Activities:                                          
  Issuance of common shares.................................      1,341         183
  Issuance of long-term debt................................        200          75
  Net increase/(decrease) in short-term debt................    195,000     (15,000)
  Reacquisitions and retirements of long-term debt..........   (186,700)    (36,452)
  Reacquisitions and retirements of preferred stock.........     (1,500)    (23,678)
  Cash dividends on preferred stock.........................     (5,941)     (7,322)
                                                             ----------- -----------
Net cash flows from/(used for) financing activities.........      2,400     (82,194)
                                                             ----------- -----------
Investment Activities:                                       
  Investment in plant:                                       
    Electric and other utility plant........................    (51,447)    (38,805)
    Nuclear fuel............................................    (34,942)        (33)
                                                             ----------- -----------
  Net cash flows used for investments in plant..............    (86,389)    (38,838)
  Investments in nuclear decommissioning trusts.............    (17,855)    (20,914)
  Other investment activities, net..........................     (8,618)    (12,543)
                                                             ----------- -----------
Net cash flows used for investments.........................   (112,862)    (72,295)
                                                             ----------- -----------
Net Increase In Cash For The Period.........................    199,507     125,260   
Cash and cash equivalents - beginning of period.............    136,155     143,403

                                                             ----------- -----------
Cash and cash equivalents - end of period................... $  335,662  $  268,663
                                                             =========== ===========
</TABLE>                                                                   
See accompanying notes to consolidated financial statements.
                                                               



                     NORTHEAST UTILITIES AND SUBSIDIARIES

                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


This discussion should be read in conjunction with the consolidated financial
statements and footnotes in this Form 10-Q, the 1998 Form 10-K and Current 
Reports on Form 8-K dated January 28, 1999, February 23, 1999, April 27, 1999 
and May 7, 1999.

FINANCIAL CONDITION

Overview

NU had earnings of $18.4 million, or 14 cents a share, in the first quarter 
of 1999, compared with a loss of $17.9 million, or 14 cents a share, for the 
first quarter of 1998.  The improvement in earnings in 1999 was due primarily 
to higher sales and lower operation and maintenance (O&M) costs, partially 
offset by the effects of a rate decision issued February 5, 1999 by utility 
regulators in Connecticut. 
 
Operating revenues in the first quarter of 1999 were 8 percent higher than 
they were in the first quarter of 1998.  Retail sales were 4.0 percent higher 
in the first quarter of 1999 compared with the same period of 1998.  Select 
Energy, Inc., NU's unregulated energy marketing subsidiary, had revenues of 
$86.4 million in the first quarter of 1999 compared with $441,000 in the same 
period of 1998.        

Non-fuel O&M costs totaling $333.4 million in the first quarter of 1999 
dropped 8.6 percent, compared with $364.9 million in the first quarter of 
1998.  Lower O&M costs are attributed to the completion over the past year of 
many restart-related activities at Millstone, a less severe winter storm 
season and continued cost control.  In the first quarter of 1998, a major ice 
storm in northern New England required significant repairs to equipment owned 
by PSNH, an NU subsidiary.

Partially offsetting the lower O&M costs were the effects of the February 
1999 CL&P retail rate decision which reduced rates by 4 percent, or $96 
million annually, and increased CL&P's amortization of regulatory assets by 
$136 million annually.    

Millstone Nuclear Units

CL&P and WMECO have joint ownership interests of 81 percent and 19 percent, 
respectively, in Millstone 2.  CL&P, WMECO and PSNH have joint ownership 
interests in Millstone 3 that total 68.02 percent (52.93 percent for CL&P, 
12.24 percent for WMECO and 2.85 percent for PSNH). NNECO, a wholly owned 
subsidiary of NU, acts as an agent for certain NU system companies and other 
New England utilities in operating the Millstone units. 

Millstone 3 achieved a capacity factor of approximately 99 percent in the 
first quarter of 1999. NU's share of O&M expenditures for Millstone 3 was 
approximately $22 million for the first quarter of 1999 compared with 
approximately $34 million for the first quarter of 1998.  A scheduled 45
day refueling and maintenance outage began on May 1, 1999.  

On April 29, 1999, the NRC granted permission for NNECO to restart Millstone 2.
Millstone 2's return to service is expected to restore $6.6 million a month
in noncash revenues to CL&P, reduce fuel and purchased power expense by
approximately $8 million a month, and significantly reduce the unit's operation
and maintenance expenses. O&M expenditures for Millstone 2 were approximately
$53 million for the first quarter of 1999 compared to approximately $61 million
for the first quarter of 1998.  In its February 1999 rate decision, the
Connecticut DPUC permitted Millstone 2 to be restored to CL&P's rate base once
it operates at 75 percent or more power for 100 consecutive hours.  Millstone 2
has not been included in CL&P's rate base since May 1, 1998.

Fish Unlimited, along with several other parties, sought an injunction 
against operation of Millstone 2 until installation of a cooling tower and 
fish return system was installed to protect winter flounder.  On May 7, 1999, 
the Connecticut Superior Court issued a decision which  dissolved a temporary 
restraining order and denied the motions for the temporary and permanent 
injunction sought by Fish Unlimited. The ruling clears the way for Millstone 
2 to resume operation.  Millstone 2 is expected to reach 100 percent reactor 
power by the end of May 1999. 

For further information on Millstone Nuclear Units, see the 1998 Form 10-K 
and the Form 8-K dated April 27, 1999.

Seabrook

The NU system owns 40 percent of the Seabrook nuclear unit.  Seabrook 
operated at a capacity factor of 94.1 percent from January 1, 1999 until it 
began a scheduled 40-day refueling outage on March 27, 1999.  The unit is 
expected to return to service on May 14, 1999.

Liquidity and Capital Resources 

Net cash flows from operations totaled approximately $310 million in the 
first quarter of 1999, up from $280 million for the first quarter of 1998.  
Approximately $113 million of net cash flow was used for investment activities,
including construction expenditures and nuclear fuel purchases for the Millstone
3 refueling outage compared with $72 million in 1998. In the first quarter of
1999, $195 million of short-term debt was issued to pay bond maturities, long-
term debt and preferred stock sinking funds that totaled $188 million.  In the
first quarter of 1998, debt and preferred stock were reduced by $75 million.  

Standard and Poor's revised its outlook on the entire NU system in March 1999 
from "Stable" to "Positive".  The revised outlook reflects continued progress 
toward restarting the Millstone Unit 2 nuclear facility.  Also, on May 10, 
Moody's Investors Service placed the securities of NU, CL&P and WMECO under 
review for a possible upgrade.  The primary reason was the return of 
Millstone 2 to operation.

Fitch IBCA raised its credit ratings on NU, CL&P and WMECO in March 1999.  
The ratings reflect substantial improvement in cash flow at NU, particularly 
at CL&P, continued progress toward restarting Millstone 2, improved operating 
performance at Millstone 3, and NU's successful renegotiation of its bank 
covenants following the rate case decision in Connecticut.  

Key covenants on a $313.75 million revolving credit line primarily serving 
CL&P and WMECO were adjusted in the fall of 1998.  The CL&P February rate 
decision resulted in the need for a waiver of the revolver's equity test in 
the fourth quarter of 1998, which was negotiated with banks in March 1999.  
CL&P and WMECO's $313.75 million revolving credit line will expire on 
November 21, 1999.  As of March 31, 1999, CL&P and WMECO had $165 million and 
$60 million, respectively, outstanding under that line. CL&P paid off a $140 
million bond maturity on February 1, 1999 and WMECO paid off a $40 million 
bond maturity on March 1, 1999. CL&P will pay off a $74 million bond issue 
that matures July 1, 1999.  Management expects all of the remaining 1999 
maturities and sinking fund payments to be met through cash on hand, 
operating cash flows and borrowings through NU's short-term facilities.  

CL&P and WMECO also have arranged financing agreements through the sale of 
their accounts receivables.  CL&P can finance up to $200 million and WMECO up 
to $40 million through these facilities. As of March 31, 1999, CL&P had 
financed $155 million through its accounts receivable line and WMECO had 
financed $20 million. WMECO is terminating this agreement effective June 30, 
1999.

CL&P is a party to an operating lease with General Electric Capital 
Corporation related to the use of four turbine generators having an installed 
cost of approximately $70 million and a stipulated loss value of $59 million. 
CL&P must meet certain financial covenants that are substantially similar to 
the revolving credit line that was amended in the first quarter of 1999.  
CL&P received a waiver of these tests for the fourth quarter of 1998 as a 
result of the CL&P rate decision and has negotiated the covenants for 1999.

On April 14, 1999, PSNH entered into two Letters of Credit and Reimbursement 
Agreements totaling $115,414,000, that support the Series D and E pollution 
control revenue bonds (PCRBs).  The new letters of credit, which replaced 
similar letters of credits which were set to expire on April 22, 1999, allow 
the PCRBs to remain in their flexible, floating interest rate mode and expire 
on April 12, 2000.  In connection with these Letter of Credit transactions, 
on April 14, 1999 PSNH terminated its $75 million revolving credit facility 
that was set to expire on April 22, 1999. PSNH will fund its working capital 
and construction program through cash on hand and operating cash flows.

NU has provided credit assurance in the form of guarantees of a letter of 
credit, performance guarantees and other assurances for the financial and 
performance obligations of certain of its unregulated subsidiaries.  NU 
currently is limited by the SEC to an aggregate of $75 million of such credit 
assurance arrangements.  NU expects SEC approval to increase this limit to 
$250 million in assurances in late May. 

On April 30, 1999, NU received an order from the SEC authorizing NU's 
previously announced Shareholder Rights Plan (the "Plan") under the Public 
Utility Holding Company Act of 1935.  Pursuant to the order, NU implemented 
the Plan and distributed to shareholders of record as of May 7, 1999, a 
dividend of one Right for each outstanding common share.  Each right will
be exercisable only if a person or group acquires, or offers to acquire, 
ownership of 15 percent or more of the outstanding common shares of NU.  The 
plan is adopted to ensure fair and equitable treatment for all shareholders, 
and to encourage any unsolicited acquirer to negotiate a fair price for NU's 
shares with the Board. For further information on Shareholder Rights Plan see 
the Forms 8-K dated February 23, 1999 and May 7, 1999.  

Restructuring

Connecticut

On February 10, 1999, the DPUC began the auction of approximately 3,500 MW of 
fossil/hydro generation capacity and related facilities owned by CL&P, and 
270 MW of fossil/hydro generation owned by WMECO.  Final bids are due in June 
with the winning bid(s) likely to be announced this summer.

On March 15, 1999, CL&P filed an application for calculation of approximately 
$4.3 billion of its potentially stranded costs as part of the restructuring 
of Connecticut's electric utility industry.  The filing contained a 
description of each category of potential stranded cost;the relevant 
statutory provisions for each category and CL&P's approach to compliance;
mitigation; and calculation of stranded costs for non-nuclear generation 
assets, nuclear generation assets, purchased power agreements and 
generation-related regulatory assets.  On March 26, 1999,  CL&P filed
reports with the DPUC prepared by two independent consultants that forecast
the market price of power and the "going-forward costs" and revenues of the 
nuclear generation units.  A decision on stranded cost recovery is expected 
on June 30, 1999.  CL&P expects to fully recover its stranded costs. 

In accordance with the Connecticut electric utility restructuring 
legislation, CL&P is required to make service available to all of its 
customers beginning January 1, 2000.  Accordingly, CL&P requested on April 
30, 1999 that the DPUC approve CL&P's "standard offer" and its related 
components, including generation service and back-up service. Standard offer 
service includes electric generation, transmission and distribution services, 
renewable energy and conservation and load management charges (C&LM), the 
competitive transition assessment (CTA), and a systems benefits charge (SBC). 

The standard offer service is designed to allow CL&P to make the transition 
from fully regulated, bundled electric service to a completely competitive 
market for generation in which there are no remaining regulated generation 
services available to CL&P's customers.  The standard offer terminates 
automatically on January 1,2004, subject to possible extension.  During the 
four-year transition period that standard offer service is available, CL&P's 
customers may affirmatively choose standard offer generation service or will 
have that service provided to them if they fail to select or are unable to 
obtain competitive electric generation services from another electric 
supplier.   

CL&P's petition requested the DPUC to establish the standard offer and 
related rates by October 1, 1999. The Department is required to hold a 
hearing for the purpose of allocating CL&P's costs among distribution, 
transmission and generation services, the CTA and the SBC.  The act requires 
CL&P's rates to be capped at least ten percent less than the rates in effect 
for its customers on December 31, 1996.  CL&P proposes supply arrangements 
for its standard offer generation services based on one-half being supplied 
through a request for proposals (RFP) in the competitive wholesale market, 
and one-half being supplied by CL&P's affiliate, Select Energy.   

CL&P has successfully renegotiated 15 purchased power agreements (PPAs) 
representing 295 MW of capacity with independent power producers in 
Connecticut and has filed the results of these agreements with the DPUC for 
its approval.  PPAs that were not renegotiated will be included in an 
auction. Successful bidders are expected to be announced by mid-summer 1999.
CL&P expects to recover in full the settlement costs of these PPAs.

New Hampshire

On April 7, 1999, the U.S. District Court held a hearing on the pending 
motions in PSNH's restructuring litigation.  A federal judge ordered the 
NHPUC to focus on the restructuring docket.  He asked the NHPUC to issue an 
order setting a revised stranded cost charge for PSNH.  The NHPUC indicated 
it may produce that revised figure within a couple of months.  Until the 
NHPUC order is issued, the court case is on hold and all restructuring 
activities in New Hampshire remain frozen.  A trial will not take place until 
the NHPUC's stranded cost order is issued and the District Court subsequently 
rules on the outstanding summary judgment motions.  Settlement negotiations 
continue between PSNH and representatives from the State of New Hampshire.

Massachusetts

On March 3, 1999, WMECO filed a petition with the Massachusetts DTE for 
approval of the sale of 290 MW of non-nuclear generation to Consolidated 
Edison Energy, Inc.  WMECO expects to complete the sale this summer.  In 
addition, WMECO is selling approximately 270 MW of non-nuclear generation as 
part of the auction being run by the DPUC.

As part of its petition to the DTE for approval of the sale WMECO submitted 
testimony regarding the use of the net proceeds from the sale.  In May 1999, 
the DTE ruled that it would address the approval of the sale separately from 
the use of the sale proceeds.  The DTE has not determined when, or in what 
proceeding it will address the use of the sale proceeds. 

A final decision on WMECO's restructuring plan, is expected by the end of the 
second quarter 1999.

Rate Matters

New Hampshire

On March 23, 1999, PSNH filed a motion to delay for two months the normal 
fuel and purchased-power adjustment clause (FPPAC) procedure which would have 
set a new FPPAC rate for implementation on June 1, 1999.  The requested two 
month delay, which management believes will be approved, would allow PSNH and 
state negotiators to focus on a comprehensive settlement to all outstanding 
regulatory issues without increasing the deferred FPPAC amounts.  The FPPAC 
rate currently in place would continue until a new rate is established. 

Unregulated Energy Services

The unregulated energy services segment of NU's business is principally 
comprised of three  wholly owned subsidiaries of NU Enterprises, Inc., a 
wholly owned subsidiary of NU:  Select Energy, Inc., a retail and wholesale 
energy services and power marketing company, HEC Inc., an energy engineering 
and design firm, and Northeast Generation Services Company, a service company 
that offers operation and management services to electric power generators 
and to medium to large industrial businesses. Select Energy, Inc. is 
aggressively growing its wholesale bulk power and marketing business along 
with its retail business with commercial, industrial and government sector 
customers in the eleven state Northeast region including the New England 
Power Pool, Pennsylvania-New Jersey-Maryland (PJM) and New York power pool 
territories.  In 1998, Select Energy, Inc. signed $600 million in multi-year 
contracts including $300 million to supply the electric power needs of 
650,000 Boston Edison Company retail customers.

In the first quarter of 1999, these unregulated companies had operating 
revenue of $92 million ($86 million from Select and $6 million from HEC).  
This compares to $6.5 million ($.4 million and $6.1 million, respectively) in 
the first quarter of 1998.  Despite a first quarter Net Income loss of $5 
million, management projects that the unregulated business will be profitable 
for the twelve months ended December 1999. Increased revenues are expected to 
be provided from a combination of contracts which began during the first 
quarter and additional known contracts which will begin later in the year.  
Select has supported its energy supply obligations with risk-management 
instruments such as fixed-price energy contracts and energy products along 
with financial instruments. 


Year 2000 Issue

The NU system has established an action plan by which identified processes 
must be completed by certain dates in order to ensure its operating systems, 
including nuclear systems, and reporting systems are able to properly 
recognize the year 2000.  
     
The NU system has identified and inventoried 2,537 computer systems 
(software) and over 24,000 devices (hardware) subdivided into 3,793 device 
types containing date-sensitive computer chips.  As of March 31, 1999, 82 
percent of the software systems and 86 percent of  the hardware were year 
2000 ready, as follows:

                                Percentage Complete
                                Software  Hardware

Generation-                     
   Fossil/Hydro                 65%             92%
   Millstone Nuclear            93%             85%
   Seabrook Nuclear             86%             83%
   Transmission/Distribution    84%             73%
   Other Business Systems       72%             95%


The remaining items are in various stages of modification or testing.  
Management anticipates the remediation phase for mission critical systems to 
be completed by mid-1999. 
      
The NU system has utilized both internal and external resources to identify, 
assess, test and reprogram or replace the computer systems for year 2000 
readiness.  The current projected total cost of the Year 2000 Program is 
approximately $30 million. The total estimated remaining cost is $17 million, 
which is being funded through operating cash flows. The majority of these 
costs will be expensed as incurred in 1999. Since 1996, the NU system has 
incurred and expensed approximately $13 million related to year 2000 
readiness efforts. 
     
The costs of the project and the date on which the NU system plans to 
complete the year 2000 modifications are based on management's best 
estimates, which were derived utilizing numerous assumptions of future 
events, including the continued availability of certain resources, third-
party modification plans and other factors. However, there can be no 
guarantee that these estimates will be achieved, and actual results could 
differ materially from those plans. If the NU system's remediation plans or 
those of third parties are not successful, there could be a significant 
disruption of the NU system's operations.  The most likely worst case 
scenario is a limited number of localized interruptions to electric service 
which can be restored within a few hours.  As a precautionary measure, NU is 
formulating contingency plans that will evaluate alternatives that could be 
implemented if our remediation efforts are not successful. The contingency 
plans are being developed by enhancing existing emergency operating 
procedures to include year 2000 issues.  In addition, the NU system plans to 
have staff available to respond to any year 2000 situations that might arise. 
The contingency plan is expected to be available by July 30, 1999. 
     
The NU system is committed to assuring that adequate resources are available 
in order to implement any changes necessary for its nuclear and other 
operations to be compatible with the new millennium.

Risk-Management Instruments

The NU system employs risk-management instruments such as swaps to manage the 
market risk exposures associated with changes in fuel prices and variable 
interest rates.  The NU system uses these instruments to reduce risk by 
essentially creating offsetting market exposures but does not use these risk- 
management instruments for speculative purposes.  For more information on NU 
system's use of risk-management instruments, see the "Notes to Financial 
Statements", Note 3.

CL&P has acquired fuel-price risk-management instruments to hedge risks 
associated with fuel prices created by its long-term, fixed-price electricity 
contracts with wholesale customers. At March 30, 1999, CL&P had outstanding 
agreements with a total notional value of approximately $389 million and a 
negative mark-to-market position of approximately $52 million.  On April 16, 
1999, CL&P sold  forward fuel oil price swaps with a total notional value of 
approximately $13.8 million.  CL&P's remaining risk-management instruments' 
outstanding and negative mark-to-market positions at April 30, 1999 were $384
million and $32 million, respectively.
     
NAEC has entered into various interest rate swap agreements related to its 
$200 million variable rate note, which fix the interest rate of that note at 
7.823 percent.  As of March 31, 1999, NAEC had outstanding agreements with a 
notional value of approximately $200 million and a negative mark-to-market 
position of approximately $1.8 million.

There have been no material changes in the reported market risks for either 
CL&P or NAEC since the 1998 Form 10-K.  For further information on CL&P's and 
NAEC's respective market risk exposures, see the MD&A in the 1998 Form 10-K.


RESULTS OF OPERATIONS

Comparison of the First Quarter of 1999 to the First Quarter of 1998


                                     Income Statement Variances
                                        Increase/(Decrease)
                                        Millions of Dollars

                                        First           
                                       Quarter          Percent 
        
Operating revenues                       $85               8%      

Fuel, purchased and net 
  interchange power                       27               8
Other operation                          (8)              (3)     
Maintenance                             (24)             (20)    
Amortization of 
  regulatory assets, net                 34               (a)
Federal and state income taxes            2               17
Other income, net                       (13)             (77)    

Net Income                               36               (a)     

(a) Percent greater than 100.

Total operating revenues increased by $85 million in the first quarter of 
1999 as compared to the same period of 1998, primarily due to higher revenues 
for Select and higher retail sales, partially offset by lower revenues from 
regulatory decisions.  Select had higher revenues of $86 million.  Retail 
kilowatt-hour sales increased by 4.0 percent and contributed $25 million to 
revenues.  Regulatory decisions decreased revenues by $38 million, primarily 
due to the retail rate decreases for CL&P and WMECO and the accounting impact 
of Millstone 2 being removed from CL&P'S rates.

Fuel, purchased, and net interchange power expense increased in 1999, 
primarily due to higher purchased power costs for Select, partially offset
by lower replacement power costs due to the return of service to Millstone
unit 3.

Other operation and maintenance expense decreased in 1999, primarily due to 
lower costs at the Millstone nuclear units ($29 million), lower major storm 
expense ($15 million), lower pension costs ($8 million), lower charges from 
Maine Yankee Atomic Power Company and Connecticut Yankee Atomic Power Company 
($6 million), partially offset by higher Select capacity charges ($18 
million) and higher transmission expense ($14 million). 

Amortization of regulatory assets, net  increased in 1999, primarily due to 
accelerated amortizations in accordance with the retail regulatory decision 
received in Connecticut and the amortization of CL&P's Millstone 1 remaining 
investment, partially offset by the lower amortization of the PSNH 
acquisition premium.
         
Federal and state income taxes increased during the first quarter of 1999, 
primarily due to higher book taxable income.

Other income, net decreased in 1999, primarily due to the 1998 proceeds from 
the shareholder derivative settlement suit.






                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Northeast Utilities:

We have reviewed the accompanying consolidated balance sheet of Northeast
Utilities (a Massachusetts trust) and subsidiaries as of March 31, 1999,
and the related consolidated statements of income for the three-month periods
ended March 31, 1999 and 1998, and the consolidated statements of cash flows
for the three-month periods ended March 31, 1999 and 1998.  These financial
statements are the responsibility of the Company's management.  

We conducted our review in accordance with standards established by the 
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the 
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that 
should be made to the financial statements referred to above for them to be
in conformity with generally accepted accounting principles.  

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Northeast Utilities as of 
December 31, 1998, and in our report dated February 23, 1999, we expressed
an unqualified opinion on that statement.  In our opinion, the information
set forth in the accompanying consolidated balance sheet as of December 31, 
1998, is fairly stated, in all material respects, in relation to the 
consolidated balance sheet from which it has been derived.

                                        /s/ Arthur Andersen LLP
                                            Arthur Andersen LLP

Hartford, Connecticut
May 12, 1999





                 THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES


                             PART I.  FINANCIAL INFORMATION

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31,
                                                                 1999       December 31,
                                                             (Unaudited)        1998
                                                            -------------  -------------
                                                                (Thousands of Dollars)
<S>                                                            <C>            <C>
ASSETS
------
Utility Plant, at original cost:
  Electric................................................  $  6,204,391   $  6,173,871

     Less: Accumulated provision for depreciation.........     2,810,955      2,758,012
                                                            -------------  -------------
                                                               3,393,436      3,415,859
  Construction work in progress...........................        81,880         83,477
  Nuclear fuel, net.......................................       106,510         87,867
                                                            -------------  -------------
      Total net utility plant.............................     3,581,826      3,587,203
                                                            -------------  -------------

Other Property and Investments:                             
  Nuclear decommissioning trusts, at market...............       469,426        452,755
  Investments in regional nuclear generating                
   companies, at equity...................................        57,289         56,999
  Other, at cost..........................................       101,793         93,864
                                                            -------------  -------------
                                                                 628,508        603,618
                                                            -------------  -------------
Current Assets:                                             
  Cash....................................................           206            434
  Investment in securitizable assets......................       112,206        160,253
  Notes receivable from affiliated companies..............        68,475          6,600
  Receivables, net........................................        23,007         22,186
  Accounts receivable from affiliated companies...........        36,128          1,721
  Taxes receivable........................................         8,386         26,478
  Fuel, materials, and supplies, at average cost..........        72,206         71,982
  Prepayments and other...................................       139,151        121,514
                                                            -------------  -------------
                                                                 459,765        411,168
                                                            -------------  -------------

Deferred Charges:                                           
  Regulatory assets (Note 1B):
    Income taxes,net......................................       511,597        538,521
    Millstone 1...........................................       422,727        442,669
    Unrecovered contractual obligations...................       256,119        266,992
    Deferred demand side management costs.................         1,557         10,014
    Recoverable energy costs, net.........................        72,788        102,124
    Cogeneration costs....................................          -             5,779
    Other.................................................        48,272         49,739
  Unamortized debt expense................................        19,013         19,603
  Other...................................................         9,714         12,768
                                                            -------------  -------------
                                                               1,341,787      1,448,209
                                                            -------------  -------------
      Total Assets........................................  $  6,011,886   $  6,050,198
                                                            =============  =============


</TABLE>
See accompanying notes to consolidated financial statements.





THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31,
                                                                 1999       December 31,
                                                             (Unaudited)        1998
                                                            -------------  -------------
                                                                (Thousands of Dollars)
<S>                                                            <C>            <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:                                             
  Common stock--$10 par value. Authorized                   
   24,500,000 shares; outstanding 12,222,930                
   shares.................................................  $    122,229   $    122,229
  Capital surplus, paid in................................       664,556        664,156
  Retained earnings.......................................       193,178        210,108
  Accumulated other comprehensive income..................           415            378
                                                            -------------  -------------
           Total common stockholder's equity..............       980,378        996,871
  Preferred stock not subject to mandatory                  
   redemption.............................................       116,200        116,200
  Preferred stock subject to mandatory redemption.........        99,539         99,539
  Long-term debt..........................................     1,796,166      1,793,952
                                                            -------------  -------------
           Total capitalization...........................     2,992,283      3,006,562
                                                            -------------  -------------
Minority Interest in Consolidated Subsidiary..............       100,000        100,000
                                                            -------------  -------------
Obligations Under Capital Leases..........................        61,015         68,444
                                                            -------------  -------------
Current Liabilities:                                                      
  Notes payable to banks..................................       165,000         10,000
  Long-term debt and preferred stock--current                             
   portion................................................        93,755        233,755
  Obligations under capital leases--current                               
   portion................................................       100,520         94,440
  Accounts payable........................................        96,948        121,040
  Accounts payable to affiliated companies................        33,219         32,758
  Accrued taxes...........................................        23,448         19,396
  Accrued interest........................................        33,221         31,409
  Other...................................................        34,865         34,872
                                                            -------------  -------------
                                                                 580,976        577,670
                                                            -------------  -------------


Deferred Credits:                                           
  Accumulated deferred income taxes.......................     1,168,446      1,194,722
  Accumulated deferred investment tax credits.............       112,632        114,457
  Decommissioning obligation--Millstone 1.................       560,500        560,500
  Deferred contractual obligations........................       266,953        277,826
  Other...................................................       169,081        150,017
                                                            -------------  -------------
                                                               2,277,612      2,297,522
                                                            -------------  -------------


Commitments and Contingencies (Note 5)

           Total Capitalization and Liabilities...........  $  6,011,886   $  6,050,198
                                                            =============  =============
</TABLE>
See accompanying notes to consolidated financial statement





THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                  March 31,
                                                           --------------------------
                                                               1999           1998
                                                           -----------    -----------
                                                             (Thousands of Dollars)

<S>                                                           <C>            <C>
Operating Revenues....................................     $  606,997     $  608,961
                                                           -----------    -----------
Operating Expenses:                                        
  Operation --                                             
     Fuel, purchased and net interchange power........        219,337        246,692
     Other............................................        154,256        177,031
  Maintenance.........................................         64,800         73,372
  Depreciation........................................         55,342         57,635
  Amortization of regulatory assets, net..............         35,445         12,628
  Federal and state income taxes......................          9,983        (11,268)
  Taxes other than income taxes.......................         47,422         46,610
                                                           -----------    -----------
        Total operating expenses......................        586,585        602,700
                                                           -----------    -----------
Operating Income......................................         20,412          6,261
                                                           -----------    -----------
                                                           
Other Income:                                              
  Equity in earnings of regional nuclear generating        
    companies.........................................            555          2,168
  Millstone 1--unrecoverable costs....................         (1,371)          -
  Other, net..........................................            874         (6,643)
  Minority interest in income of subsidiary...........         (2,325)        (2,325)
  Income taxes........................................          4,228          3,332
                                                           -----------    -----------
        Other income(loss), net.......................          1,961         (3,468)
                                                           -----------    -----------
        Income before interest charges................         22,373          2,793
                                                           -----------    -----------

Interest Charges:                                          
  Interest on long-term debt..........................         33,037         32,940
  Other interest......................................          3,041            832
                                                           -----------    -----------
        Interest charges, net.........................         36,078         33,772
                                                           -----------    -----------

Net Loss..............................................     $  (13,705)    $  (30,979)
                                                           ===========    ===========
                                                      


                                                        

</TABLE>                                                
See accompanying notes to consolidated financial statements.






THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,
                                                                -----------------------
                                                                    1999        1998
                                                                ----------- -----------
                                                                 (Thousands of Dollars)
<S>                                                               <C>         <C>
Operating Activities:                                             
  Net Loss .................................................... $  (13,705) $  (30,979)
  Adjustments to reconcile to net cash                            
   from operating activities:
    Depreciation...............................................     55,342      57,635
    Deferred income taxes and investment tax credits, net......    (23,733)    (25,023)
    Amortization of deferred demand-side-management costs, net       8,458      30,924
    Amortization/(deferral) of recoverable energy costs........     29,335      31,018
    Amortization of cogeneration deferral......................      5,835       8,696
    Amortization of regulatory asset - income taxes............     11,229       1,447
    Amortization of Millstone 1 investment.....................     17,950           -
    Amortization of other regulatory asset.....................        431       2,487
    Millstone 1--unrecoverable costs...........................      1,371           -
    Other sources of cash......................................     41,275      20,901
    Other uses of cash.........................................     (2,157)     (7,207)
  Changes in working capital:                                   
    Receivables and accrued utility revenues...................    (85,228)    (92,483)
    Fuel, materials, and supplies..............................       (224)      4,176
    Accounts payable...........................................    (23,631)    (74,771)
    Accrued taxes..............................................      4,052      (4,522)
    Sale of receivables and accrued utility revenues...........     50,000      85,000
    Investment in securitizable assets.........................     48,047     119,682
    Other working capital (excludes cash)......................      2,260      49,326
                                                                ----------- -----------
Net cash flows from operating activities.......................    126,907     176,307
                                                                ----------- -----------

Financing Activities:
  Net increase/(decrease) in short-term debt...................    155,000     (76,300)
  Reacquisitions and retirements of long-term debt.............   (140,000)    (20,006)
  Reacquisitions and retirements of preferred stock............          -     (22,178)
  Cash dividends on preferred stock............................     (3,225)     (3,915)
                                                                ----------- -----------
Net cash flows from/(used for) financing activities............     11,775    (122,399)
                                                                ----------- -----------

Investment Activities:                                          
  Investment in plant:                                          
    Electric utility plant.....................................    (33,834)    (20,071)
    Nuclear fuel...............................................    (21,629)         71
                                                                ----------- -----------
  Net cash flows used for investments in plant.................    (55,463)    (20,000)
  Investment in NU System Money Pool...........................    (61,875)    (14,300)
  Investments in nuclear decommissioning trusts................    (13,353)    (14,702)
  Other investment activities, net.............................     (8,219)     (5,129)
                                                                ----------- -----------
Net cash flows used for investments............................   (138,910)    (54,131)
                                                                ----------- -----------
Net Decrease In Cash For The Period............................       (228)       (223)
Cash - beginning of period.....................................        434         459
                                                                ----------- -----------
Cash - end of period........................................... $      206  $      236
                                                                =========== ===========

</TABLE>                                                        
See accompanying notes to consolidated financial statements.





                  THE CONNECTICUT LIGHT AND POWER COMPANY

                  Management's Discussion and Analysis of
               Financial Condition and Results of Operations


CL&P (the company) is a wholly owned subsidiary of NU.  This discussion 
should be read in conjunction with NU's MD&A and the company's consolidated 
financial statements and footnotes in this Form 10-Q, the 1998 Form 10-K and 
Current Reports on Form 8-K dated January 28, 1999 and April 27, 1999. 


RESULTS OF OPERATIONS
                                     Income Statement Variances
                                         Increase/(Decrease)
                                         Millions of Dollars

                                         First           
                                        Quarter        Percent 
        
Operating revenues                       $(2)             -%      

Fuel, purchased and net 
  interchange power                      (27)           (11)
Other operation                          (23)           (13)
Maintenance                               (9)           (12)      
Amortization of 
  regulatory assets, net                  23             (a)  
Federal and state income taxes            20             (a)
Equity in earnings of regulatory 
  nuclear and transmission companies      (2)           (74)
Other income, net                          8             (a)
Other interest                             2              7

Net Income                                17             56      

(a) Percent greater than 100.

Comparison of the First Quarter of 1999 to the First Quarter of 1998

CL&P had a net loss for the first quarter of 1999 of approximately $14 
million, compared to a net loss of approximately $31 million for the first 
quarter of 1998.  Improved first quarter results were primarily due to lower 
non-fuel operation and maintenance costs and a decrease in purchased power 
costs due to the return to service of Millstone 3 in 1998 partially offset by 
the impacts of the February 1999 retail rate decision.

Regulatory decisions decreased revenues by $31 million, primarily due to the 
retail rate decrease effective February 1999 and the impact of Millstone 2 
being removed from CL&P'S rates.  Retail kilowatt-hour sales increased by 4.9 
percent in 1999 as compared to the first quarter of 1998 and contributed $22 
million to revenues.  Wholesale bulk capacity sales were $7 million higher in 
1999.

Fuel, purchased and net interchange power expense decreased in 1999, 
primarily due to lower replacement power fuel as a result of the return to 
service of Millstone 3 in the third quarter of 1998.

Other operation and maintenance expense decreased in 1999, primarily due to 
lower costs at the Millstone nuclear units ($24 million), lower  pension and 
benefit costs ($6 million), lower charges from Maine Yankee Atomic Power 
Company and Connecticut Yankee Atomic Power Company ($4 million).

Amortization of regulatory assets, net  increased in 1999, primarily due to 
the accelerated amortization ordered in the February 1999 rate decision ($136 
million annually) and the amortization of CL&P's remaining investment in 
Millstone 1.
         
Federal and state income taxes increased in the first quarter of 1999, 
primarily due to higher book taxable income.

Equity in earnings of regulatory nuclear and transmission companies decreased
in 1999 primarily due to lower income at the Yankee nuclear power plants.

Other income, net increased in 1999, primarily due to lower costs in 1999 
associated with CL&P's accounts receivable facility.

Other interest increased in 1999 primarily due to an increase in short-term 
debt borrowings.

Liquidity and Capital Resources 

Net cash provided from operations totaled approximately $127 million, down 
from approximately $176 million in 1998, primarily due to the increase in 
cash available in 1998 through the company's accounts receivable facility.  
Approximately $12 million was provided from financing activities, primarily 
from short-term borrowings offset by the  retirement of long-term debt.  In 
1998, $11 million was used to reduce debt and preferred stock.  Approximately 
$139 million of net cash flows was used for investment activities as compared 
to $54 million in 1998, primarily due to an increase in investments in the NU 
system Money Pool, an increase in construction expenditures and additional 
nuclear fuel purchases for the Millstone 3 refueling outage.
 
For information relating to the following items, refer to NU's MD&A included 
in this Form 10-Q:

     Millstone Nuclear Units

     Restructuring
        
     Year 2000 Issue

     Risk-Management Instruments





                         PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


                           PART I.  FINANCIAL INFORMATION

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               March 31,
                                                                  1999       December 31,
                                                              (Unaudited)        1998
                                                             -------------  -------------
                                                                 (Thousands of Dollars)
<S>                                                             <C>            <C>
ASSETS
------

Utility Plant, at cost:
  Electric................................................   $  1,920,038   $  1,927,341

     Less: Accumulated provision for depreciation.........        641,750        631,584
                                                             -------------  -------------
                                                                1,278,288      1,295,757
  Unamortized acquisition costs...........................        345,750        352,855
  Construction work in progress...........................         20,577         20,735
  Nuclear fuel, net.......................................          2,106          1,323
                                                             -------------  -------------
      Total net utility plant.............................      1,646,721      1,670,670
                                                             -------------  -------------
Other Property and Investments:                              
  Nuclear decommissioning trusts, at market...............          5,893          5,580
  Investments in regional nuclear generating                 
   companies and subsidiary company, at equity............         19,535         19,836
  Other, at cost..........................................          4,439          4,319
                                                             -------------  -------------
                                                                   29,867         29,735
                                                             -------------  -------------
Current Assets:                                              
  Cash and cash equivalents...............................        137,463         60,885
  Receivables, net........................................         83,597         89,044
  Accounts receivable from affiliated companies...........         10,250         12,018
  Accrued utility revenues................................         39,553         42,145
  Fuel, materials, and supplies, at average cost..........         37,728         36,642
  Recoverable energy costs--current portion...............         65,565         65,257
  Prepayments and other...................................         13,571         22,744
                                                             -------------  -------------
                                                                  387,727        328,735
                                                             -------------  -------------
Deferred Charges:                                            
  Regulatory assets (Note 1B):
   Recoverable energy costs...............................        147,345        156,250
   Income taxes, net......................................        145,704        139,739
   Deferred costs, nuclear plant..........................        220,175        244,599
   Unrecovered contractual obligations....................         63,742         66,400
   Other..................................................          3,198          3,234
  Deferred receivable from affiliated company.............         20,292         22,728
  Unamortized debt expense................................         12,406         13,995
  Other...................................................          5,408          5,510
                                                             -------------  -------------
                                                                  618,270        652,455
                                                             -------------  -------------



      Total Assets........................................   $  2,682,585   $  2,681,595
                                                             =============  =============

</TABLE>
See accompanying notes to financial statements.



 


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               March 31,
                                                                  1999       December 31,
                                                              (Unaudited)        1998
                                                             -------------  -------------
                                                                 (Thousands of Dollars)
<S>                                                             <C>            <C>
CAPITALIZATION AND LIABILITIES
------------------------------

Capitalization:                                              
  Common stock--$1 par value.                                
   Authorized and outstanding 1,000 shares................   $          1   $          1
  Capital surplus, paid in................................        424,371        424,250
  Retained earnings.......................................        276,206        252,912
  Accumulated other comprehensive income..................          1,074          1,004
                                                             -------------  -------------
           Total common stockholder's equity..............        701,652        678,167
  Preferred stock subject to mandatory redemption.........         50,000         50,000
  Long-term debt..........................................        516,485        516,485
                                                             -------------  -------------
           Total capitalization...........................      1,268,137      1,244,652
                                                             -------------  -------------

Obligations Under Seabrook Power Contracts
 and Other Capital Leases.................................        702,310        703,411
                                                             -------------  -------------
Current Liabilities:                                                       
  Long-term debt and preferred stock--current portion.....         25,000         25,000
  Obligations under Seabrook Power Contracts and other                     
   capital leases--current portion........................        108,638        138,812
  Accounts payable........................................         29,271         26,227
  Accounts payable to affiliated companies................         21,451         28,410
  Accrued taxes...........................................         84,487         82,743
  Accrued interest........................................         12,862          5,894
  Accrued pension benefits................................         45,754         46,004
  Other...................................................          7,505          8,540
                                                             -------------  -------------
                                                                  334,968        361,630
                                                             -------------  -------------
Deferred Credits:                                            
  Accumulated deferred income taxes.......................        239,411        225,091
  Accumulated deferred investment tax credits.............          3,332          3,460
  Deferred contractual obligations........................         63,742         66,400
  Deferred revenue from affiliated company................         20,292         22,728
  Other...................................................         50,393         54,223
                                                             -------------  -------------
                                                                  377,170        371,902
                                                             -------------  -------------

Commitments and Contingencies (Note 5)



           Total Capitalization and Liabilities...........   $  2,682,585   $  2,681,595
                                                             =============  =============
                                                                           
</TABLE>                                                                   
See accompanying notes to financial statements.                            





PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                    March 31,
                                                           --------------------------
                                                               1999           1998
                                                           -----------    -----------
                                                             (Thousands of Dollars)

<S>                                                           <C>            <C>
Operating Revenues....................................     $  286,799     $  261,745
                                                           -----------    -----------
Operating Expenses:                                        
  Operation --                                             
     Fuel, purchased and net interchange power........         86,870         74,946
     Other............................................        109,266         87,825
  Maintenance.........................................         13,264         28,616
  Depreciation........................................         11,762         11,507
  Amortization of regulatory assets, net..............          3,214         14,135
  Federal and state income taxes......................         15,367         15,392
  Taxes other than income taxes.......................         11,607         10,555
                                                           -----------    -----------
        Total operating expenses......................        251,350        242,976
                                                           -----------    -----------
Operating Income......................................         35,449         18,769
                                                           -----------    -----------
                                                           
Other Income:                                              
  Equity in earnings of regional nuclear generating        
    companies and subsidiary company..................            310            671
  Other, net..........................................          2,567          3,397
  Income taxes........................................         (1,999)        (3,226)
                                                           -----------    -----------
        Other income, net.............................            878            842
                                                           -----------    -----------
        Income before interest charges................         36,327         19,611
                                                           -----------    -----------

Interest Charges:                                          
  Interest on long-term debt..........................         10,988         12,694
  Other interest......................................             58            126
                                                           -----------    -----------
        Interest charges, net.........................         11,046         12,820
                                                           -----------    -----------

                                                        
Net Income............................................     $   25,281     $    6,791
                                                           ===========    ===========

</TABLE>                                                
See accompanying notes to financial statements.         
                                                        



PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                             -----------------------
                                                                 1999        1998
                                                             ----------- -----------
                                                              (Thousands of Dollars)
<S>                                                             <C>         <C>
Operating Activities:
  Net Income................................................ $   25,281  $    6,791
  Adjustments to reconcile to net cash                       
   from operating activities:                                
    Depreciation............................................     11,762      11,507
    Deferred income taxes and investment tax credits, net...     16,513      18,586
    Recoverable energy costs, net of amortization...........      8,597      (8,116)
    Amortization of acquisition costs, net..................      7,104      22,356
    Amortization of regulatory liability....................     (8,215)     (8,215)
    Amortization of other regulatory assets.................      4,325          (6)
    Deferred Seabrook capital costs, net....................      4,201     (24,201)
    Other sources of cash...................................     13,099      21,041
    Other uses of cash......................................    (19,421)    (26,557)
  Changes in working capital:                                
    Receivables and accrued utility revenues................      9,807      38,101
    Fuel, materials, and supplies...........................     (1,086)        875
    Accounts payable........................................     (3,915)      7,639
    Accrued taxes...........................................      1,744       8,580
    Other working capital (excludes cash)...................     14,856      13,095
                                                             ----------- -----------
Net cash flows from operating activities....................     84,652      81,476
                                                             ----------- -----------
                                                             

Financing Activities:
  Cash dividends on preferred stock.........................     (1,987)     (2,650)
                                                             ----------- -----------
Net cash flows used for financing activities................     (1,987)     (2,650)
                                                             ----------- -----------
                                                             
Investment Activities:                                       
  Investment in plant:                                       
    Electric utility plant..................................     (5,117)     (7,739)
    Nuclear fuel............................................     (1,016)          1
                                                             ----------- -----------
  Net cash flows used for investments in plant..............     (6,133)     (7,738)
  Investment in nuclear decommissioning trust                      (135)          -
  Other investment activities, net..........................        181        (310)
                                                             ----------- -----------
Net cash flows used for investments.........................     (6,087)     (8,048)
                                                             ----------- -----------
Net Increase In Cash For The Period.........................     76,578      70,778
                                                             
Cash and cash equivalents - beginning of period.............     60,885      94,459
                                                             ----------- -----------
Cash and cash equivalents - end of period................... $  137,463  $  165,237
                                                             =========== ===========

</TABLE>
See accompanying notes to financial statements.




                   PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

               Management's Discussion and Analysis of Financial
                     Condition and Results of Operations



PSNH (the company) is a wholly owned subsidiary of NU.  This discussion 
should be read in conjunction with NU's MD&A and the company's consolidated 
financial statements and footnotes in this Form 10-Q and the 1998 Form 10-K. 



RESULTS OF OPERATIONS
                                            Income Statement Variances
                                               Increase/(Decrease)
                                               Millions of Dollars

                                               First           
                                              Quarter        Percent         
        
Operating revenues                             $25             10%             

Fuel, purchased and net 
  interchange power                             12             16      
Other operation                                 21             24      
Maintenance                                    (15)           (54)    
Amortization of 
  regulatory assets, net                       (11)           (77) 

Net income/(loss)                               18             (a)

(a) Percent greater than 100.

Comparison of the First Quarter of 1999 to the First Quarter of 1998


PSNH's net income was approximately $25 million in 1999 compared to $7 
million in 1998.  The increase in net income for the first quarter was 
primarily due to higher retail sales and lower storm costs.

Total operating revenues increased in 1999, primarily due to higher revenues 
under the company's fuel clause and higher retail sales.  Retail kilowatt- 
hour sales were 4.4 percent higher in 1999 than the same period in 1998 and 
contributed $6 million to revenues.  

Fuel, purchased and net interchange power expense increased in 1999, 
primarily due to lower deferrals of energy costs. 

Other operation and maintenance expense increased in 1999, primarily due to 
higher costs under the Seabrook Power Contract ($24 million)for the recovery 
of the deferred Seabrook investment beginning in June 1998 and higher costs 
related to the Seabrook refueling outage. These increases were partially 
offset by lower distribution expenses ($15 million) due to the January 1998 
ice storm.

Amortization of regulatory assets decreased in 1999, primarily due to lower 
amortization of the acquisition premium ($15 million), partially offset by 
the amortization of the Seabrook deferred return ($4 million). 


Liquidity and Capital Resources

Cash provided from operations totaled approximately $85 million in 1999 
compared to $82 million in 1998.  Approximately $2 million of net cash flows 
was used to pay cash dividends on preferred stock in 1999. Approximately $6 
million of net cash flows was used for investment in plant and other 
investment activities compared to $8 million in 1998.

See NU's MD&A in this Form 10-Q for further information regarding Liquidity 
and Capital Resources.

For information relating to the following items, refer to NU's MD&A included 
in this Form 10-Q:

    

    Millstone Nuclear Units

    Restructuring

    Rate Matters

    Year 2000 Issue


                    WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

                          PART I.    FINANCIAL INFORMATION

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31,
                                                                 1999      December 31,
                                                             (Unaudited)       1998
                                                            -------------  ------------
                                                               (Thousands of Dollars)
<S>                                                            <C>           <C>
ASSETS
------
Utility Plant, at original cost:
  Electric................................................  $  1,224,582   $ 1,221,257

     Less: Accumulated provision for depreciation.........       527,342       517,401
                                                            -------------  ------------
                                                                 697,240       703,856
  Construction work in progress...........................        13,637        14,858
  Nuclear fuel, net.......................................        24,127        19,931
                                                            -------------  ------------
      Total net utility plant.............................       735,004       738,645
                                                            -------------  ------------

Other Property and Investments:                             
  Nuclear decommissioning trusts, at market...............       131,206       125,598
  Investments in regional nuclear generating                
   companies, at equity...................................        15,619        15,440
  Other, at cost..........................................         7,377         7,322
                                                            -------------  ------------
                                                                 154,202       148,360
                                                            -------------  ------------
Current Assets:                                             
  Cash....................................................            55           106
  Investments in securitizable assets.....................        15,811        21,865
  Receivables, net........................................           677           862
  Accounts receivable from affiliated companies...........         3,421         4,188
  Taxes receivable........................................        10,691        14,255
  Fuel, materials, and supplies, at average cost..........         4,997         5,053
  Recoverable energy costs, net--current portion..........         1,924         1,924
  Prepayments and other...................................        27,244        23,996
                                                            -------------  ------------
                                                                  64,820        72,249
                                                            -------------  ------------

Deferred Charges:                                           
  Regulatory assets (Note 1B):
   Income taxes, net......................................        55,106        57,079
   Millstone 1............................................       130,031       133,653
   Unrecovered contractual obligations....................        71,560        74,534
   Recoverable energy costs...............................        18,264        18,980
   Standard service offer deferral........................        17,302        13,271
   Other..................................................        24,098        24,918
  Unamortized debt expense................................         2,149         2,298
  Other...................................................         4,111         3,695
                                                            -------------  ------------
                                                                 322,621       328,428
                                                            -------------  ------------

      Total Assets........................................  $  1,276,647   $ 1,287,682
                                                            =============  ============

</TABLE>
See accompanying notes to consolidated financial statements.





WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                              March 31,
                                                                 1999      December 31,
                                                             (Unaudited)       1998
                                                            -------------  ------------
                                                               (Thousands of Dollars)
<S>                                                            <C>           <C>
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:                                             
  Common stock--$25 par value.                              
   Authorized and outstanding 1,072,471 shares............  $     26,812   $    26,812
  Capital surplus, paid in................................       151,496       151,431
  Retained earnings.......................................        50,127        46,003
  Accumulated other comprehensive income..................           161           150
                                                            -------------  ------------
           Total common stockholder's equity..............       228,596       224,396
  Preferred stock not subject to mandatory redemption.....        20,000        20,000
  Preferred stock subject to mandatory redemption.........        16,500        18,000
  Long-term debt..........................................       289,671       349,314
                                                            -------------  ------------
           Total capitalization...........................       554,767       611,710
                                                            -------------  ------------
Obligations Under Capital Leases..........................        10,389        12,129
                                                            -------------  ------------
Current Liabilities:                                                      
  Notes payable to banks..................................        60,000        20,000
  Notes payable to affiliated company.....................        34,300        30,900
  Long-term debt and preferred stock--current                             
   portion................................................        61,500        41,500
  Obligations under capital leases--current                               
   portion................................................        23,419        21,964
  Accounts payable........................................        14,585        17,952
  Accounts payable to affiliated companies................         6,297        12,866
  Accrued taxes...........................................         2,287         1,264
  Accrued interest........................................         5,336         8,030
  Other...................................................         4,828         6,831
                                                            -------------  ------------
                                                                 212,552       161,307
                                                            -------------  ------------

Deferred Credits:                                                         
  Accumulated deferred income taxes.......................       248,481       248,985
  Accumulated deferred investment tax credits.............        21,528        21,895
  Decommissioning obligation--Millstone 1.................       131,500       131,500
  Deferred contractual obligations........................        71,560        74,534
  Other...................................................        25,870        25,622
                                                            -------------  ------------
                                                                 498,939       502,536
                                                            -------------  ------------


Commitments and Contingencies (Note 5)

           Total Capitalization and Liabilities...........  $  1,276,647   $ 1,287,682
                                                            =============  ============

</TABLE>
See accompanying notes to consolidated financial statements.
                                                                          


                                                           

WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                              Three Months Ended
                                                                  March 31,
                                                           ------------------------
                                                               1999         1998
                                                           -----------  -----------
                                                            (Thousands of Dollars)

<S>                                                            <C>         <C>
Operating Revenues....................................     $   97,686   $  107,189
                                                           -----------  -----------
Operating Expenses:                                        
  Operation --                                             
     Fuel, purchased and net interchange power........         20,011       31,441
     Other............................................         29,472       33,374
  Maintenance.........................................         13,485       15,553
  Depreciation........................................          9,660       10,339
  Amortization of regulatory assets...................          2,494        1,696
  Federal and state income taxes......................          4,434        1,271
  Taxes other than income taxes.......................          5,925        5,677
                                                           -----------  -----------
        Total operating expenses......................         85,481       99,351
                                                           -----------  -----------
Operating Income......................................         12,205        7,838
                                                           -----------  -----------
                                                           
Other Income:                                              
  Equity in earnings of regional nuclear generating        
    companies.........................................            157          596
  Other, net..........................................           (299)         711
  Income taxes........................................            392         (206)
                                                           -----------  -----------
        Other income, net.............................            250        1,101
                                                           -----------  -----------
        Income before interest charges................         12,455        8,939
                                                           -----------  -----------


Interest Charges:                                       
  Interest on long-term debt..........................          6,448        6,937
  Other interest......................................          1,155          635
                                                           -----------  -----------
        Interest charges, net.........................          7,603        7,572
                                                           -----------  -----------


Net Income............................................     $    4,852   $    1,367
                                                           ===========  ===========


</TABLE>
See accompanying notes to consolidated financial statements.





WESTERN MASSACHUSETTS ELECTRIC COMPANY AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                             -----------------------
                                                                 1999        1998
                                                             ----------- -----------
                                                              (Thousands of Dollars)
<S>                                                             <C>         <C>
Operating Activities:
  Net Income................................................ $    4,852  $    1,367
  Adjustments to reconcile to net cash                       
   from operating activities:
    Depreciation............................................      9,660      10,339
    Deferred income taxes and investment tax credits, net...        469      (3,069)
    Recoverable energy costs, net of amortization...........        717       2,145
    Amortization of regulatory assets - income taxes........        624       1,363
    Amortization of Millstone 1 investment..................      1,902        -
    Amortization of other regulatory assets.................        (32)        333
    Other sources of cash...................................      4,410       6,562
    Other uses of cash......................................     (5,571)       (690)
  Changes in working capital:                                  
    Receivables and accrued utility revenues................        952       1,959
    Fuel, materials, and supplies...........................         56         351
    Accounts payable........................................     (9,936)    (22,170)
    Accrued taxes...........................................      1,023         (66)
    Investments in securitizable assets.....................      6,054      (4,341)
    Other working capital (excludes cash)...................     (4,381)      8,170
                                                             ----------- -----------
Net cash flows from operating activities....................     10,799       2,253
                                                             ----------- -----------
                                                                           
Financing Activities:                                                      
  Net increase in short-term debt...........................     43,400      18,600
  Reacquisitions and retirements of long-term debt..........    (40,000)     (9,800)
  Reacquisitions and retirements of preferred stock.........     (1,500)     (1,500)
  Cash dividends on preferred stock.........................       (728)       (757)
                                                             ----------- -----------
Net cash flows from financing activities....................      1,172       6,543
                                                             ----------- -----------
Investment Activities:                                        
  Investment in plant:                                        
    Electric utility plant..................................     (3,700)     (3,423)
    Nuclear fuel............................................     (5,195)         20
                                                             ----------- -----------
  Net cash flows used for investments in plant..............     (8,895)     (3,403)
  Investments in nuclear decommissioning trusts.............     (2,893)     (4,732)
  Other investment activities, net..........................       (234)       (673)
                                                             ----------- -----------
Net cash flows used for investments.........................    (12,022)     (8,808)
                                                             ----------- -----------
Net Decrease In Cash For The Period.........................        (51)        (12)
Cash - beginning of period..................................        106         105
                                                             ----------- -----------
Cash - end of period........................................ $       55  $       93
                                                             =========== ===========

</TABLE>
See accompanying notes to consolidated financial statements.



                        WESTERN MASSACHUSETTS ELECTRIC COMPANY

                  Management's Discussion and Analysis of Financial 
                         Condition and Results of Operations


WMECO (the company) is a wholly owned subsidiary of NU.  This discussion 
should be read in conjunction with NU's MD&A and the company's consolidated 
financial statements and footnotes in this Form 10-Q, the 1998 Form 10-K and 
the Current Report on Form 8-K dated April 27, 1999.

RESULTS OF OPERATIONS
                                       Income Statement Variances
                                          Increase/(Decrease)
                                          Millions of Dollars

                                          First   
                                         Quarter         Percent 

Operating revenues                        $(10)            (9)%            

Fuel, purchased and net 
  interchange power                        (11)           (36)          
Other operation                             (4)           (12)    
Maintenance                                 (2)           (13)
Federal and state income taxes               3             (a)
Other income, net                           (1)            (a)

Net income/(loss)                            3             (a)      

(a) Percent greater than 100.


Comparison of the First Quarter of 1999 to the First Quarter of 1998

WMECO had net income for the first quarter of 1999 of approximately $4.9 
million compared to net income of approximately $1.4 million for the first 
quarter of 1998.  Improved first quarter results were primarily due to a
$6 million reduction in non-fuel operation and maintenance costs due to the 
return to service of Millstone 3 in 1998, partially offset by a reduction in 
operating revenues.

Total operating revenues decreased in 1999 primarily due to a 10 percent retail
rate decrease in March 1998 and lower retail sales. Retail kilowatt-hour sales
decreased 5 percent and reduced revenues by $3 million.

Fuel, purchased and net interchange power expense decreased in 1999 primarily 
due to lower replacement power costs as a result of the return to service of 
Millstone 3 and lower fuel prices.

Other operation and maintenance expense decreased in 1999, primarily due to 
lower costs at the Millstone units ($5 million) and lower capacity charges 
($2 million). 

Federal and state income taxes increased in 1999, primarily due to higher 
book taxable income.

Other income, net decreased in 1999, primarily due to costs associated with 
the accounts receivable facility.

Liquidity and Capital Resources 

Net cash flows from operations totaled approximately $11 million in the first 
quarter of 1999, up from approximately $2 million in the first quarter of 
1998.  Approximately $12 million of net cash flow was used for investment 
activities, including construction and nuclear fuel expenditures and 
investments in nuclear decommissioning trusts, compared with $9 million in 
1998. Short-term debt increased by $43 million while long-term debt and 
preferred stock levels were reduced by $42 million in the first quarter of 
1999.  In the first quarter of 1998 short-term debt increased by $19 million 
while long-term debt and preferred stock levels were reduced by $11 million.

See NU's MD&A in this form 10-Q for further detail regarding Liquidity and 
Capital Resources.

For information relating to the following items, refer to NU's MD&A included 
in this Form 10-Q:

    Millstone Nuclear Units
 
    Restructuring
        
    Year 2000 Issue
        





                            NORTH ATLANTIC ENERGY CORPORATION

                             PART I.  FINANCIAL INFORMATION

NORTH ATLANTIC ENERGY CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               March 31,
                                                                  1999       December 31,
                                                              (Unaudited)        1998
                                                             -------------  -------------
                                                                 (Thousands of Dollars)
<S>                                                               <C>            <C>
ASSETS
------

Utility Plant, at original cost:
  Electric................................................   $    747,421   $    753,379

     Less: Accumulated provision for depreciation.........        172,004        165,114
                                                             -------------  -------------
                                                                  575,417        588,265
  Construction work in progress...........................          8,618          7,090
  Nuclear fuel, net.......................................         28,520         23,644
                                                             -------------  -------------
      Total net utility plant.............................        612,555        618,999
                                                             -------------  -------------

Other Property and Investments:                              
  Nuclear decommissioning trusts, at market...............         36,975         35,210
                                                             -------------  -------------
                                                                   36,975         35,210
                                                             -------------  -------------
Current Assets:                                              
  Cash....................................................             75             71
  Special deposits........................................          4,548         11,198
  Notes receivable from affiliated companies..............         46,700         30,350
  Receivables from affiliated companies...................         25,034         23,804
  Taxes receivable........................................          3,526          7,887
  Materials and supplies, at average cost.................         12,328         12,812
  Prepayments and other...................................            754          2,198
                                                             -------------  -------------
                                                                   92,965         88,320
                                                             -------------  -------------
Deferred Charges:                                            
  Regulatory assets (Note 1B):                            
   Deferred costs--Seabrook...............................        133,106        147,169
   Income taxes, net......................................         37,280         39,472
   Recoverable energy costs...............................          1,825          1,878
   Unamortized loss on reacquired debt....................          9,469         11,363
  Unamortized debt expense................................          2,501          2,742
                                                             -------------  -------------
                                                                  184,181        202,624
                                                             -------------  -------------


      Total Assets........................................   $    926,676   $    945,153
                                                             =============  =============

</TABLE>
See accompanying notes to financial statements.



 


NORTH ATLANTIC ENERGY CORPORATION

BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               March 31,
                                                                  1999       December 31,
                                                              (Unaudited)        1998
                                                             -------------  -------------
                                                                 (Thousands of Dollars)
<S>                                                               <C>            <C>
CAPITALIZATION AND LIABILITIES
------------------------------

Capitalization:                                              
  Common stock--$1 par value. Authorized                     
   and outstanding 1,000 shares...........................   $          1   $          1
  Capital surplus, paid in................................        160,999        160,999
  Retained earnings.......................................         19,657         43,196
                                                             -------------  -------------
           Total common stockholder's equity..............        180,657        204,196
  Long-term debt..........................................        405,000        405,000
                                                             -------------  -------------
           Total capitalization...........................        585,657        609,196
                                                             -------------  -------------


Current Liabilities:                                                       
  Long-term debt--current portion.........................         70,000         70,000
  Accounts payable........................................          9,041          5,924
  Accounts payable to affiliated companies................            630            867
  Accrued interest........................................          9,263          2,987
  Accrued taxes...........................................            711            710
  Other...................................................            353            285
                                                             -------------  -------------
                                                                   89,998         80,773
                                                             -------------  -------------

Deferred Credits:                                            
  Accumulated deferred income taxes.......................        207,957        209,634
  Deferred obligation to affiliated company...............         20,292         22,728
  Other...................................................         22,772         22,822
                                                             -------------  -------------
                                                                  251,021        255,184
                                                             -------------  -------------


Commitments and Contingencies (Note 5)



           Total Capitalization and Liabilities...........   $    926,676   $    945,153
                                                             =============  =============

</TABLE>                                                                   
See accompanying notes to financial statements.                            






NORTH ATLANTIC ENERGY CORPORATION

STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                    March 31,
                                                           --------------------------
                                                               1999           1998
                                                           -----------    -----------
                                                             (Thousands of Dollars)

<S>                                                            <C>            <C>
Operating Revenues....................................     $   70,289     $   68,169
                                                           -----------    -----------
Operating Expenses:                                        
  Operation --                                             
     Fuel.............................................          3,726          3,222
     Other............................................          9,311          8,457
  Maintenance.........................................          5,072          2,996
  Depreciation........................................          6,481          6,412
  Amortization of regulatory assets, net..............         21,372         21,366
  Federal and state income taxes......................          8,707          8,970
  Taxes other than income taxes.......................          3,145          3,098
                                                           -----------    -----------
        Total operating expenses......................         57,814         54,521
                                                           -----------    -----------
Operating Income......................................         12,475         13,648
                                                           -----------    -----------
                                                           
Other Income:                                              
  Deferred Seabrook return--other funds...............          1,308          1,875
  Other, net..........................................         (1,546)        (2,384)
  Income taxes........................................          3,830          3,175
                                                           -----------    -----------
        Other income, net.............................          3,592          2,666
                                                           -----------    -----------
        Income before interest charges................         16,067         16,314
                                                           -----------    -----------
Interest Charges:                                          
  Interest on long-term debt..........................         12,321         12,815
  Other interest......................................           (209)           (20)
  Deferred Seabrook return--borrowed funds............         (2,506)        (3,390)
                                                           -----------    -----------
        Interest charges, net.........................          9,606          9,405
                                                           -----------    -----------
                                                        
Net Income............................................     $    6,461     $    6,909
                                                           ===========    ===========

</TABLE>
See accompanying notes to financial statements.         




 

NORTH ATLANTIC ENERGY CORPORATION

STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31,
                                                               -----------------------
                                                                   1999        1998
                                                               ----------- -----------
                                                                (Thousands of Dollars)
<S>                                                               <C>         <C>
Operating Activities:
  Net Income.................................................. $    6,461  $    6,909
  Adjustments to reconcile to net cash                          
   from operating activities:
    Depreciation..............................................      6,481       6,412
    Deferred income taxes and investment tax credits, net.....        516         909
    Amortization of nuclear fuel..............................      2,926       2,532
    Deferred return - Seabrook................................     (3,814)     (5,265)
    Amortization of nuclear plants return.....................     21,600      21,594
    Amortization of other regulatory assets...................       (228)       (228)
    Amortization of deferred obligation to affiliated company.     (2,436)     (2,436)
    Other sources of cash.....................................      4,775       8,442
    Other uses of cash........................................       (105)     (3,723)
  Changes in working capital:                                   
    Receivables...............................................     (1,230)      2,448
    Materials and supplies....................................        484          60
    Accounts payable..........................................      2,880      (2,586)
    Accrued taxes.............................................          1         950
    Other working capital (excludes cash).....................     18,799       3,332
                                                               ----------- -----------
Net cash flows from operating activities......................     57,110      39,350
                                                               ----------- -----------

Financing Activities:
  Net (decrease) in short-term debt...........................          -      (9,950)
  Cash dividends on common stock..............................    (30,000)          -
                                                               ----------- -----------
Net cash flows used for financing activities..................    (30,000)     (9,950)
                                                               ----------- -----------

Investment Activities:                                          
  Investment in plant:                                          
    Electric utility plant....................................     (1,532)     (1,146)
    Nuclear fuel..............................................     (7,748)       (124)
                                                               ----------- -----------
  Net cash flows from/(used for) investments in plant.........     (9,280)     (1,270)
  Investment in NU System Money Pool..........................    (16,350)    (26,750)
  Investments in nuclear decommissioning trusts...............     (1,476)     (1,342)
                                                               ----------- -----------
Net cash flows used for investments...........................    (27,106)    (29,362)
                                                               ----------- -----------
Net Increase In Cash For The Period...........................          4          38

Cash - beginning of period....................................         71          13
                                                               ----------- -----------
Cash - end of period.......................................... $       75  $       51
                                                               =========== ===========

</TABLE>
See accompanying notes to financial statements.




                       North Atlantic Energy Corporation

                 Management's Discussion and Analysis of Financial
                      Condition and Results of Operations


NAEC (the company) is a wholly owned subsidiary of NU.  This discussion 
should be read in conjunction with NU's MD&A in this Form 10-Q, the 
company's financial statements and footnotes in this Form 10-Q and the 
1998 Form 10-K. 


RESULTS OF OPERATIONS



                                         Income Statement Variances
                                            Increase/(Decrease)
                                            Millions of Dollars
        
                
                                            First           
                                           Quarter         Percent         
        
Operating revenues                           $2              3%              

Other operation                               1             10      
Maintenance                                   2             70      
Federal and state income taxes               (1)           (16)    
Other income, net                             1             35      

Net income/(loss)                             -             (6)


Comparison of the First Quarter of 1999 to the First Quarter of 1998

NAEC had net income of approximately $6.5 million in the first quarter 
of 1999, compared to $6.9 million from the same period in 1998.   

Operating revenues increased primarily due to higher O&M passed through 
to PSNH.

Other operation and maintenance increased primarily due to higher 
costs in 1999 relating to the Seabrook refueling outage.

Federal and state income taxes decreased primarily due in part to 
lower book taxable income.

Other income, net increased primarily due to higher interest income on 
the investments in the NU system Money Pool.

Liquidity and Capital Resources 

Cash provided from operations increased by approximately $18 million 
in the first quarter of 1999, from the same period in 1998, primarily 
due to higher tax receivables and special deposits. Cash used for 
financing activities increased by approximately $20 million in the 
first quarter of 1999, from the same period in 1998, primarily due to 
the payment of cash dividends on common stock. Cash used for investments
decreased by approximately $2 million in the first quarter of 1999, from
the same period in 1998, primarily due to lower expenditures related to
the NU system Money Pool.     

See NU's MD&A in this Form 10-Q for further information on liquidity 
and capital resources.   

Seabrook Performance 

Seabrook operated at a capacity factor of 94.1 percent through March 
1999, compared to 81.2 percent for the same period in 1998. The lower 
capacity factor in 1998 is due primarily to an unplanned outage.

For information relating to the following items, refer to NU's MD&A in 
this Form 10-Q:
        
    Restructuring

    Year 2000 Issue

    Risk-Management Instruments






                        Northeast Utilities and Subsidiaries
               The Connecticut Light and Power Company and Subsidiaries
                       Public Service Company of New Hampshire
                Western Massachusetts Electric Company and Subsidiary
                          North Atlantic Energy Corporation


                     NOTES TO FINANCIAL STATEMENTS (Unaudited)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.  Presentation (All Companies)

         The accompanying unaudited financial statements should be 
         read in conjunction with the MD&A in this Form 10-Q, current 
         reports on Form 8-K dated January 28, 1999 (NU, CL&P), 
         February 23, 1999 (NU), April 27, 1999 (NU, CL&P, WMECO), 
         and May 7, 1999 (NU), and the Annual Reports of NU, PSNH, 
         CL&P, WMECO and NAEC, which were filed as part of the NU 
         1998 Form 10-K.  The accompanying financial statements 
         contain, in the opinion of management, all adjustments 
         necessary to present fairly NU's, and each NU system 
         company's financial position as of March 31, 1999, the 
         results of operations for the three-month periods ended 
         March 31, 1999 and 1998, and the statements of cash flows 
         for the three-month periods ended March 31, 1999 and 1998. 
         All adjustments are of a normal, recurring nature except 
         those described in Note 5.  The results of operations for 
         the three-month periods ended March 31, 1999 and 1998 are 
         not indicative of the results expected for a full year.

         The consolidated financial statements of NU and of its 
         consolidating subsidiaries, include the accounts of all of 
         their respective wholly owned subsidiaries. Significant 
         intercompany transactions have been eliminated in 
         consolidation.

         The preparation of financial statements in conformity with 
         generally accepted accounting principles requires management 
         to make estimates and assumptions that affect the reported 
         amounts of assets and liabilities and disclosures of 
         contingent liabilities at the date of the financial 
         statements and the reported amounts of revenues and expenses 
         during the reporting period.  Actual results could differ 
         from those estimates.

         Certain reclassifications of prior period data have been 
         made to conform with the current period presentation.

     B.  Regulatory Accounting and Assets (All Companies)

         Regulatory Accounting: The accounting policies of CL&P, 
         PSNH, WMECO and NAEC conform to generally accepted 
         accounting principles applicable to rate-regulated 
         enterprises and reflect the effects of the ratemaking 
         process in accordance with Statement of Financial Accounting 
         Standards (SFAS) 71, "Accounting for the Effects of Certain 
         Types of Regulation." 

         Restructuring programs are being implemented within each of 
         the NU system operating companies' respective jurisdictions, 
         however, management continues to believe the application of 
         SFAS 71 remains appropriate at this time.  Once the NU 
         system operating companies' respective restructuring plans 
         have been formally approved by the appropriate regulatory 
         agency and management can determine the impacts of
         restructuring, the NU system operating companies' generation 
         businesses no longer will be rate regulated on a cost-of-
         service basis.  The majority of the NU system operating 
         companies' regulatory assets are related to their respective 
         generation business.  Management expects that the transmission
         and distribution business within each of the NU system operating
         companies' respective jurisdictions will continue to be rate-
         regulated on a cost-of-service basis and restructuring plans will
         allow for the recovery of regulatory assets through this portion
         of the business.

         Connecticut: Management believes that CL&P's use of 
         regulatory accounting for its generation business remains 
         appropriate pending final approval of CL&P's restructuring 
         plan in 1999.

         New Hampshire:  Restructuring the electric utility industry 
         in New Hampshire is currently the focus of proceedings 
         within the federal and state legal systems. Management 
         believes that PSNH's use of regulatory accounting for its 
         generation business remains appropriate while this issue 
         remains in litigation.
  
         Massachusetts: An electric utility industry restructuring 
         law became effective in Massachusetts on March 1, 1998. On 
         February 20, 1998, the DTE issued an order approving on an 
         interim basis, in all material aspects, WMECO's restructuring
         plan filed on December 31, 1997. Modifications to WMECO's
         original restructuring plan were subsequently filed with
         the DTE in May 1998, June 1998 and September 1998.  A final
         decision on WMECO's restructuring plan, including all
         modifications, is expected in the first half of 1999.
         Management also expects the final decision on restructuring
         to address the recovery of WMECO's investment in the permanently
         shut-down Millstone 1 nuclear power plant.  Management believes
         that WMECO's use of regulatory accounting remains appropriate
         for its generation business within this jurisdiction, pending
         a final decision on the modified restructuring plan by the DTE.  

         For further information on the NU system companies' 
         regulatory environments and the potential impacts of 
         restructuring, see the MD&A and Note 5A in this Form 10-Q.

2.   SHORT-TERM DEBT (NU, CL&P, PSNH, WMECO)

     NU, CL&P and WMECO have been parties to a three-year revolving 
     credit agreement.  Their ability to make new, and maintain 
     existing, borrowings under this financing arrangement is dependent 
     on their satisfaction of contractual borrowing conditions. As a 
     result of a February  5, 1999 DPUC rate decision, CL&P was unable 
     to meet one of its required fourth quarter financial ratios.  As a 
     result, the companies entered into a Third Amendment and Waiver 
     dated March 3, 1999.  The Third Amendment and Waiver forgave CL&P 
     from complying with the 1998 fourth quarter ratio covenant and 
     reduced CL&P's and WMECO's remaining common equity ratio 
     requirements for subsequent periods.  In addition, the CL&P 
     interest coverage formula was modified. NU was terminated as a 
     borrower under this facility. The current expiration date on this 
     facility is November 21, 1999.  At March 31, 1999, CL&P and WMECO 
     had approximately $165 million and $60 million, respectively, in 
     borrowings outstanding under this Agreement.

     In anticipation of NU's removal as a borrower under the above 
     referenced agreement, as well as NU system liquidity needs for 
     1999, NU negotiated to extend and amend its $25 million 364-day 
     credit agreement which was due to expire on February 9, 1999. The 
     new termination date is September 9, 1999. At March 31, 1999, NU 
     had no borrowings outstanding under this Agreement.

     During 1998, PSNH was party to a separate $75 million revolving 
     credit agreement with a group of 16 banks.  In April 1999, this 
     agreement expired.  

     For further information on the NU system companies' short-term 
     debt, see the MD&A in this Form 10-Q.

3.   INTEREST-RATE AND FUEL-PRICE RISK-MANAGEMENT (NU, CL&P, NAEC)

     Fuel-Price Risk-Management: As of March 31, 1999, and April 30, 
     1999, CL&P had outstanding derivative instruments used for fuel-
     price risk-management with a total notional value of 
     approximately $389 million and negative mark-to-market positions 
     of approximately $52 million and $31.7 million, respectively.  

     The terms of CL&P's fuel-price risk-management agreements require 
     CL&P to post cash collateral with its counterparties in the event 
     of negative mark-to-market positions and lowered credit ratings. 
     The collateral is returned to CL&P when the mark-to-market 
     position becomes positive, when CL&P meets specified credit 
     ratings or when an agreement ends and all open positions are 
     properly settled.  At March 31, 1999 and April 30, 1999, cash 
     collateral in the amount of approximately $53.7 million and $33.9 
     million, respectively, was posted under these agreements.  

     Interest-Rate Risk-Management: As of March 31, 1999, NAEC had 
     outstanding derivative instruments used for interest-rate risk- 
     management with a total notional value of approximately $200 
     million and a negative mark-to-market position of approximately 
     $1.8 million.  

     For further information on fuel-price and interest-rate risk-
     management instruments, see the MD&A in this Form 10-Q. 

4.   SALE OF ACCOUNTS RECEIVABLE AND ACCRUED UTILITY REVENUES (CL&P, WMECO)

     At March 31, 1999, approximately $155 million and $20 million of 
     receivables had been sold with limited recourse, to third party 
     purchasers by CL&P and WMECO, respectively, through CL&P 
     Receivables Corporation (CRC) and WMECO Receivables Corporation 
     (WRC), wholly owned subsidiaries of CL&P and WMECO, respectively. 

     At March 31, 1999,  approximately $17.1 million and $3.0 million 
     of assets had been designated as collateral by CRC and WRC, 
     respectively.  During the second quarter of 1999, WMECO expects 
     to terminate its accounts receivable program with its respective 
     sponsor.  

     For further information on the NU system companies' sale of 
     receivables, see the NU 1998 Form 10-K. 

5.   COMMITMENTS AND CONTINGENCIES (All Companies)

     A.  Restructuring 
        
         Connecticut:  During April 1998, a utility restructuring 
         bill was signed into law by the governor of the state of 
         Connecticut.  The legislation provides for electric 
         utilities, including CL&P, to recover stranded costs. After 
         its restructuring is completed, CL&P will be an electric 
         transmission and distribution company which will continue to 
         provide transmission and distribution services on a cost-of-
         service basis.

         During March 1999, CL&P filed an estimate of $4.3 billion in 
         potentially stranded costs with the DPUC. The $4.3 billion 
         will be adjusted for any net proceeds obtained from the 
         auction of its fossil and hydro facilities, the auction and 
         renegotiation of independent power producer contracts and 
         the auction of its nuclear units.  The remaining utility 
         investments that the DPUC decides are stranded (prudently 
         incurred costs that are not collected by January 1, 2000) 
         will be recovered from CL&P customers through a separate 
         charge on their monthly bill once competition begins on 
         January 1, 2000.  The DPUC is expected to reach its final 
         decision on the amount of recoverable stranded costs on 
         June 30, 1999.

         During April 1999, CL&P filed its standard offer service 
         plan with the DPUC and its related rate components including 
         generation service and back-up service.  The standard offer 
         service is designed to provide for a transition from a 
         fully regulated, bundled electric service to a competitive 
         market for generation.  


         New Hampshire: Restructuring the electric utility industry 
         in New Hampshire is currently the focus of proceedings 
         within the federal and state legal systems. 

         On April 7, 1999, the U.S. District Court held a hearing on 
         various pending procedural motions in PSNH's restructuring 
         litigation.  

         The Court subsequently granted PSNH's request to amend its 
         complaint and allowed the NHPUC additional time to respond 
         to the complaint and to amend its summary judgment filings. 
         The Court also denied the NHPUC's request to dissolve the 
         existing preliminary injunction, and granted PSNH's motion 
         to enforce the Injunction.  However, the Court allowed the 
         NHPUC to issue an order on rehearing establishing an interim 
         stranded cost charge for PSNH and said the rate case may 
         proceed provided that it complies with the terms of the Rate 
         Agreement and does not interfere with the interim stranded 
         cost proceeding.  No formal rulemaking proceedings may take 
         place until a final interim stranded cost order is issued, 
         and the so-called "best efforts" investigation (relating to 
         PSNH's actions to reduce the costs of mandated energy 
         purchases from qualifying facilities) may not proceed.  

         As the court proceedings are ongoing, PSNH will continue to 
         be involved in settlement discussions with representatives 
         from the state of New Hampshire.  PSNH hopes to reach a 
         settlement which would include, among other things, recovery 
         of regulatory assets and stranded costs, rate reductions, an 
         auction of PSNH's generating units and securitization of 
         PSNH's stranded costs.  If a settlement is not reached, a 
         trial in federal court would have to await the issuance of 
         the NHPUC's interim stranded cost order and the federal 
         court's decisions on outstanding summary judgment motions.  

         Massachusetts: The DTE is currently reviewing WMECO's 
         restructuring plan as filed in December 1997 and as modified 
         in May 1998, June 1998 and September 1998.  A final decision 
         from the DTE is expected by mid-1999.  

         For further information on electric utility restructuring, 
         see the MD&A in this Form 10-Q.  

     B.  Rate Matters (All Companies)

         CL&P, WMECO:  For information on rate matters affecting the 
         NU system companies, see the NU 1998 Form 10-K.

         PSNH:  On March 23, 1999, PSNH filed a motion to delay by 
         two months the normal comprehensive fuel and purchased power 
         adjustment clause (FPPAC) procedure which would have set a 
         new FPPAC rate on June 1, 1999.  Because the NHPUC had not 
         acted on PSNH's March 23, 1999 Motion, PSNH filed a tariff 
         change on April 30, 1999 which would have the sole effect of 
         extending the currently effective FPPAC rate beyond June 1, 
         1999. If granted, the two-month delay will result in the 
         continuation of the currently effective FPPAC rate until 
         July 31, 1999 and will allow PSNH and state negotiators to 
         focus on a comprehensive settlement to all outstanding 
         regulatory issues.  If no comprehensive settlement is 
         reached which encompasses FPPAC and the deferred FPPAC 
         costs, PSNH will need to seek an FPPAC rate adjustment to 
         take effect at some time in the later half of 1999.  The 
         rate case which is pending with the NHPUC has been put on 
         hold by the Court Order. For further information on PSNH 
         rate matters, see Note 5A, "Commitments and Contingencies - 
         Restructuring - New Hampshire," the MD&A in this Form 10-Q, 
         and the NU 1998 Form 10-K.

     C.  Nuclear Performance (All Companies) 

         Millstone:  The three Millstone units are operated and 
         managed by NNECO. All three units were placed on the NRC 
         watch list on January 29, 1996, with the condition that they 
         could not be restarted without appropriate NRC approvals.  
         Millstone 3 received these approvals and resumed operation 
         in July 1998. On April 29, 1999, the NRC granted permission 
         for NNECO to restart Millstone 2 which has been out of 
         service since February 1996.  Millstone 2's return is 
         expected to restore $6.6 million a month in noncash revenues 
         to CL&P, reduce fuel and purchased power expense by 
         approximately $8 million a month, and significantly reduce 
         the unit's operation and maintenance (O&M) expenses.  O&M 
         expenditures for Millstone 2 were approximately $53 million 
         for the first quarter of 1999.  In its February 1999 rate 
         decision, the DPUC ordered Millstone 2 to be restored to 
         CL&P's rate base once it operates at 75 percent or more 
         power for 100 consecutive hours.

         Fish Unlimited, an environmental group, and other groups, 
         sued NNECO and NUSCO to block the restart of Millstone 2 
         until at least June 15, 1999.  On May 7, 1999, a decision 
         was issued which dissolved a temporary restraining order 
         obtained by these parties and denied their motions for a 
         temporary and permanent injunction.  For further information 
         on this issue, see the MD&A and Part II, "Legal Proceedings" 
         in this Form 10-Q.

         For further information regarding the Millstone units, see 
         the MD&A in this Form 10-Q and the NU 1998 Form 10-K. 
 
         For information regarding Millstone-related litigation 
         matters, see Part II of this Form 10-Q. 

     D.  Environmental Matters (All Companies) 

         At March 31, 1999, the NU system's net liability for its 
         estimated remediation costs, excluding recoveries from 
         insurance companies and other third parties, was approximately
         $22 million, which management has determined to be most probable
         amount within a range of $22 million to $40 million.

         These amounts by operating company are as follows (in millions):

                          Net Liability                   Range

         CL&P                  $8                       $8 to $20
         PSNH                  $8                       $8 to $12
         WMECO                 $2                       $2 to $ 3
         HWP                   $4                       $4 to $ 5

         The NU system companies have received proceeds from several 
         insurance carriers for the settlement with certain insurance 
         companies of all past, present and future environmental 
         matters.  As a result of these settlements, the NU system 
         companies will retain the risk of loss, in part, for some 
         environmental remediation costs.        

     E.  Nuclear Insurance Contingencies (All Companies)

         For information regarding NU system's nuclear insurance, see 
         the NU 1998 Form 10-K.

     F.  Construction Program (All Companies)

         For information regarding the NU system's construction 
         program, see the NU 1998 Form 10-K.  

     G.  Long-Term Contractual Arrangements (NU, CL&P, PSNH, WMECO)

         CL&P: During 1999, in accordance with Connecticut 
         restructuring legislation, CL&P renegotiated 15 purchase 
         power agreements (PPAs) with independent power producers in 
         Connecticut and has filed the resulting agreements with the 
         DPUC for its approval. PPAs that were not renegotiated will 
         be included in an auction which will occur as required under 
         the restructuring legislation.  The aggregate amount of PPAs 
         which CL&P is involved with represent more than 435 MW of 
         capacity.  CL&P has renegotiated PPAs representing 295 MW of 
         capacity.  

         For further information on NU system companies' long-term 
         contractual arrangements, see the NU 1998 Form 10-K.  

6.   COMPREHENSIVE INCOME (All Companies)

     During 1998, the NU system adopted SFAS 130, "Reporting Comprehensive
     Income," which established standards for reporting and displaying 
     comprehensive income and its components in a financial statement.  
     Comprehensive income is defined as the change in equity of a business
     enterprise during a period from transactions and other events and 
     circumstances from nonowner sources, and includes all changes in equity 
     during a period except those resulting from investments by owners and
     distributions to owners. Comprehensive income is comprised of: (1) net
     income, and (2) other comprehensive income items, namely those items 
     which are included in equity that have not been included in the income
     statement.

     The total comprehensive income/(loss), which includes all comprehensive
     income items, for the NU system is as follows:

     NU System Company                         Three Months Ended March 31,
     (Thousand of Dollars)                          1999            1998
         
     NU System Consolidated                       $ 18,562      $ (16,662)
     CL&P                                          (16,893)       (30,398)
     PSNH                                           23,364          6,939
     WMECO                                           4,135          1,511

7.   EARNINGS PER SHARE (NU)

     Basic earnings per share is computed based upon the weighted average 
     number of common shares outstanding during each year.  Diluted earnings 
     per share is computed on the basis of the weighted average number of 
     common shares outstanding plus the potential dilution effect if certain 
     securities are converted into common stock.  

     The following table sets forth the components of basic and diluted
     earnings per share:

     (Thousands of Dollars,               Three Months Ended March 31, 
     except per share data)                  1999              1998
     Income/(loss) after 
       interest charges                   $ 24,385          $ (10,627)
     Preferred dividends of 
       subsidiaries                          5,941              7,322
     Net income/(loss)                    $ 18,444          $ (17,949)
     Basic EPS common shares 
       outstanding (average)            131,110,491       130,299,512
     Dilutive effect of employee 
       stock options                        385,862              -    (a)
     Diluted EPS common shares 
      outstanding (average)             131,496,353       130,299,512
     Basic earnings per share                 $0.14            $(0.14)
     Diluted earnings per share               $0.14            $(0.14)(a)
                                                        
    (a)   The addition of dilutive potential common shares would be 
          anti-dilutive for the 1998 period shown and, therefore, is
          not included.

8.   SEGMENT INFORMATION

     Effective January 1, 1999, NU system companies adopted SFAS 131, 
     "Disclosures about Segments of an Enterprise and Related Information".
     SFAS 131 establishes standards for the way companies must determine
     and report information about operating segments in their annual and 
     interim reports. The NU system is organized between regulated utilities
     and unregulated energy activities.  The regulated business represents
     92 percent of the NU system's total revenue and is comprised of several
     business units including:  Transmission, Distribution, and Generation.

     The unregulated segment in the following table includes Select 
     Energy, Inc., a corporation engaged in the marketing, transportation,
     storage and sale of energy commodities at wholesale in designated
     geographical areas, and in the marketing of electricity to retail 
     customers; Northeast Generation Services Company, a corporation that
     will maintain and service any new fossil or hydro facility that is 
     acquired or contracted with for fossil or hydro generation services
     after divestiture;and HEC Inc., a provider of energy management, 
     demand-side management and related consulting services for commercial, 
     industrial, and institutional electric companies and electric 
     utility companies. 
 
     Other in the following table includes the results for Mode 1 
     Communications, Inc., an investor in a fiber-optic communications 
     network.  Mode 1 had a net loss of approximately $1 million in the 
     first quarter of 1999.  Also included is the company's investment in
     Charter Oak Energy, Inc. (COE) which has an investment in a foreign 
     utility company.  NU is in the process of selling COE.  Interest expense
     included in Other primarily relates to debt of NU Parent.  Inter-segment
     eliminations of revenues and expenses of approximately $5 million are
     also included in Other. 
  
     Regulated revenues primarily are derived from residential, 
     commercial and industrial customers.  The NU system was not dependent
     on any single customer.


                                        Unregulated
                           Regulated      Energy 
(Thousands of Dollars)     Utilities     Services       Other       Total

Operating Revenue         $   956,361    $92,071     $ (5,025)  $ 1,043,407
Operating Expenses           (874,501)   (97,077)      17,809      (953,769)
Operating Income/(Loss)        81,860     (5,006)      12,784        89,638

Interest Expense              (64,824)      (471)      (3,777)      (69,072)
Other Income/(Expense)          6,453        136       (2,770)        3,819
Preferred Dividends            (5,941)      -            -           (5,941)
Net Income/(Loss)         $    17,548    $(5,341)    $  6,237   $    18,444
Total Assets              $10,171,289    $62,703     $150,706   $10,384,698
        
     Prior to 1999, the NU system evaluated management performance using a 
     cost-based budget, therefore business segment reporting on a comparative
     basis will not be available until the year 2000. 




                        PART II.    OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS
         
1.   Connecticut DPUC - Energy Adjustment Clause (EAC)
        
     (NU, CL&P) On March 9, 1999, the Connecticut Superior Court sustained 
CL&P's appeal of the DPUC's order prohibiting current recovery of replacement
power costs (RPC) resulting from the early retirement of CY.  The court 
ordered the DPUC to permit recovery of the CY RPC.  The accumulated CY RPC 
deferral of approximately $75 million had been reflected as a regulatory
asset on CL&P's books.  Pursuant to previous DPUC decisions, the CY RPC 
deferral had been offset by accruals resulting from the DPUC's rate decisions
that removed the Millstone units from CL&P's rate base. Because CL&P's 
accounting assumed recovery of the deferral, this decision did not have a 
material impact on CL&P's earnings. 

     For more information regarding this matter, see "Item 1, Business 
- Rates - Connecticut Retail Rates" and "Item 3 - Legal Proceedings" 
in NU's  1998 Annual Report on Form 10-K.

2.   Connecticut Superior Court - Fish Unlimited Lawsuit

     On March 11, 1999, Fish Unlimited, along with several other parties, 
brought a civil environmental lawsuit in Connecticut Superior Court against 
Northeast Nuclear Energy Company (NNECO) and Northeast Utilities Service 
Company, two service company subsidiaries of Northeast Utilities (NU), 
seeking temporary and permanent injunction to prevent the restart of the 
Millstone 2 nuclear unit (Millstone 2) until a fish return system and 
cooling towers are installed.  The plaintiffs claim that these facilities
are needed to mitigate the effect of Millstone 2 on winter flounder and
the environment in general.  

     On April 20, 1999, the plaintiffs requested a temporary restraining
order to prevent Millstone 2 from resuming operations until at least June 15, 
1999 when the winter flounder larvae migration season is over.  On April 27,
1999, the court granted the plaintiffs' request and issued a temporary 
restraining order, prohibiting the defendants from restarting the unit 
until further order of the court. On May 7, 1999, the Court issued a 
decision dissolving the temporary restraining order and denying the motions 
for temporary and permanent injunctions filed by Fish Unlimited.

     The Nuclear Regulatory Commission notified NNECO on April 29, 1999, 
that it could restart Millstone 2. Following the Court's May 7, 1999 ruling, 
management restarted Millstone 2.

     For more information regarding this matter, see "Item 1, Business - 
Rates - Connecticut Retail Rates" and "Nuclear Plant Performance and 
Regulatory Oversight" in NU's 1998 Form 10-K.

ITEM 5.  OTHER INFORMATION

1.   FERC - NEPOOL Restructuring

     (NU, CL&P, WMECO, PSNH) The NU system companies and most other 
New England utilities are parties to an agreement (NEPOOL Agreement), 
which provides for coordinated planning and operating of the region's 
generation and transmission facilities. On April 5, 1999, the NEPOOL 
executive committee approved a settlement that was reached among a 
majority of the participants who are litigants in a FERC proceeding 
regarding a revised pool-wide open access transmission tariff.  The 
settlement would resolve all issues in that proceeding and provides, 
among other things, for the retention of grandfathered contracts 
through the expiration of their terms, the extension of the transition 
period for the move to a pool-wide rate from 10 to 11 years and sets 
an 11.75 percent rate of return on equity for NU system companies for 
service over their facilities covered by the NEPOOL transmission 
tariff. The settlement was filed with the FERC on April 7, 1999.

For more information regarding this matter, see "Item 1, Business - 
Electric Operations - Regional and System Coordination" in NU's 1998 
Annual Report on Form 10-K. 

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Listing of Exhibits

     Exhibit No.   Description
        10.1       Amendment to Employment Agreement
        15         Arthur Andersen LLP Acknowledgment Regarding Review Report
        27.1       NU Financial Data Schedule
        27.2       CL&P Financial Data Schedule
        27.3       PSNH Financial Data Schedule
        27.4       WMECO Financial Data Schedule
        27.5       NAEC Financial Data Schedule

(b)  Reports on Form 8-K:

     NU and CL&P filed Form 8-Ks dated January 28, 1999, disclosing terms
     contained within the January 1999 issued Connecticut DPUC draft rate 
     decision, and its proposed effects on the NU system companies;

     NU filed a Form 8-K dated February 23, 1999, disclosing the NU Board of 
     Trustees adopted a shareholder rights plan (subject to regulatory 
     approval) together with a brief summary of the terms of the Rights Plan.  

     NU, CL&P and WMECO filed Form 8-Ks dated April 27, 1999 disclosing:
  
     On April 27, 1999, the Connecticut Superior Court granted a plaintiff's
     request for a temporary restraining order to prevent Millstone 2 from 
     resuming operations until at least June 15, 1999;

     On April 29, 1999, the NRC notified NNECO that it could restart 
     Millstone 2; although NNECO received NRC approval, the unit could not 
     commence operations, until the temporary restraining order initiated by
     Fish Unlimited is lifted.  

     NU filed a Form 8-K dated May 7, 1999 announcing the distribution of 
     rights to shareholders under its shareholder rights plan dated 
     February 23, 1999.







                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.  


                                       NORTHEAST UTILITIES
                                           Registrant 



Date:  May 12, 1999                  By  /s/ John H. Forsgren        
                                             John H. Forsgren
                                             Executive Vice President
                                             and Chief Financial Officer

Date:  May 12, 1999                  By  /s/ John J. Roman         
                                             John J. Roman
                                             Vice President and Controller









     
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.    



                        THE CONNECTICUT LIGHT AND POWER COMPANY
                                        Registrant 



Date:  May 12, 1999                  By  /s/ John H. Forsgren          
                                             John H. Forsgren
                                             Executive Vice President,
                                             Chief Financial Officer and
                                             Director



Date:  May 12, 1999                  By  /s/ John J. Roman              
                                             John J. Roman
                                             Vice President and Controller










                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.  



                            PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                                           Registrant 



Date:  May 12, 1999                  By  /s/ John H. Forsgren
                                             John H. Forsgren
                                             Executive Vice President,
                                             Chief Financial Officer and
                                             Director



Date:  May 12, 1999                  By  /s/ John J. Roman
                                             John J. Roman
                                             Vice President and Controller











                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.  



                               WESTERN MASSACHUSETTS ELECTRIC COMPANY
                                             Registrant



Date:  May 12, 1999                  By  /s/ John H. Forsgren
                                             John H. Forsgren
                                             Executive Vice President,
                                             Chief Financial Officer and 
                                             Director



Date:  May 12, 1999                  By  /s/ John J. Roman
                                             John J. Roman
                                             Vice President and Controller










                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.  



                                  NORTH ATLANTIC ENERGY CORPORATION
                                             Registrant 


Date:  May 12, 1999                  By  /s/ John H. Forsgren
                                             John H. Forsgren
                                             Executive Vice President and
                                             Chief Financial Officer and
                                             Director



Date:   May 12, 1999                 By  /s/ John J. Roman
                                             John J. Roman
                                             Vice President and Controller






                                                                Exhibit 10-1



April 14, 1999



TO:      John H. Forsgren

FROM:    Michael G. Morris

RE:      Supplemental and Enhanced Retirement Benefit



This memorandum is intended to confer upon you supplemental and enhanced
retirement benefits in recognition of your past and expected future 
contributions to the success of the Northeast Utilities (NU) system.

In addition to the retirement benefits you would otherwise be entitled upon
retirement from the employ of Northeast Utilities Service Company (NUSCO)
or a successor affiliate within the NU system (the Employer), under the NUSCO
retirement plan and under the existing SERP, you will be entitled to two
additional benefits that will be payable by the Employer:

(1)   For the first ten years of your employment by the Employer, you will
      accrue retirement benefits under the NUSCO retirement plan and the SERP
      at the rate of two years of Credited Service (as defined by the NUSCO
      retirement plan) for each one year of actual service, and the Employer
      will pay you after your retirement from the Employer a supplemental,
      non-qualified benefit reflecting the difference between the amount
      determined in accordance with this enhanced Credited Service and the 
      amounts that you will be entitled under the NUSCO retirement plan and
      the SERP.  This payment will be made monthly until your death, without
      limit of time.  This benefit will not survive your death or be 
      available in part to a surviving spouse, except that you may elect to
      receive it in one of the forms of payment available from the NUSCO
      retirement plan that reduces your monthly payment in order to provide
      for survivor benefits.

(2)   In addition to your benefits under the NUSCO retirement plan and the
      SERP, and the supplemental benefit attributable to enhanced Credited
      Service described in paragraph (1) above, the Employer will pay you
      after your retirement from the Employer an additional supplemental,
      non-qualified benefit, on a monthly basis for the fifteen years after
      your retirement begins, an amount equal to 25 percent of the monthly
      average of your high consecutive 36 months of base compensation, 
      reduced by four percentage points for each year that your age is less
      than 65 years at the time of your retirement from the Employer. This
      benefit will not survive your death or be available in part to a 
      surviving spouse.

Please sign all three copies of this memorandum to acknowledge these 
supplemental and enhanced retirement benefits.  Keep one for yourself and 
return two to me.


Acknowledged:


/s/ John H. Forsgren          Date:  May 10, 1999
    John H. Forsgren







                                                             Exhibit 15






 May 12, 1999


To Northeast Utilities:


We are aware that Northeast Utilities has incorporated by reference in its 
Registration Statements No. 33-34622, No. 33-40156, No. 33-44814, No. 
33-63023, No. 33-55279, No. 33-56537, No. 333-52413, and No. 333-52415, 
its Form 10-Q for the quarter ended March 31, 1999, which includes our 
report dated May 12, 1999 covering the unaudited interim financial 
information contained therein. Pursuant to Regulation C of the Securities 
Act of 1933, that report is not considered a part of the registration 
statement prepared or certified by our firm or a report prepared or 
certified by our firm within the meaning of Sections 7 and 11 of the Act.




                                           Very truly yours,
                                           
                                           /s/  Arthur Andersen LLP
                                                Arthur Andersen LLP