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 June 30, 1997


                                       OR

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

               For the transition period from          to


                         Commission File Number 1-11419



                    THE CONNECTICUT LIGHT AND POWER COMPANY

             (Exact name of registrant as specified in its charter)

                          CONNECTICUT                                06-0303850

               (State or other jurisdiction            (I.R.S. Employer
            of incorporation or organization)        Identification No.)

       SELDEN STREET, BERLIN, CONNECTICUT                      06037-1616

       (Address of principal executive offices)                (Zip Code)

                                 (860) 665-5000

              (Registrant's telephone number, including area code)

                                 Not Applicable

              (Former name, former address and former fiscal year,
                         if changed since last report)

Indicate by check mark whether the registrant (1) has 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 registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes     X         No


   Indicate the number of shares outstanding of each of the issuer's classes
              of common stock, as of the latest practicable date.

                     Class                       Outstanding at July 31, 1997

        Common Shares, $10.00 par value                  12,222,930 shares


            THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES


                               TABLE OF CONTENTS



                                                                       Page No.



Part I.  Financial Information

    Item 1. Financial Statements

        Consolidated Balance Sheets - June 30, 1997
        and December 31, 1996                                                2

        Consolidated Statements of Income - Three
        Months and Six Months Ended June 30, 1997 and 1996                   4

        Consolidated Statements of Cash Flows -
        Six Months Ended June 30, 1997 and 1996                              5

        Notes to Consolidated Financial Statements                           6

     Item 2.     Management's Discussion and Analysis
               of Financial Condition and Results
               of Operations                                                13

Part II.    Other Information

     Item 1.     Legal Proceedings                                          22

     Item 4.     Submission of Matters to a Vote
                 of Security Holders                                        23

     Item 5.     Other Information                                          23

     Item 6.     Exhibits and Reports on Form 8-K                           24

Signatures                                                                  25






                                  PART I.  FINANCIAL INFORMATION

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>

                                                               June 30,     December 31,
                                                                 1997           1996
                                                            -------------  -------------
                                                                (Thousands of Dollars)
<S>                                                            <C>            <C>
ASSETS
------

Utility Plant, at original cost:
  Electric................................................  $  6,348,007   $  6,283,736

     Less: Accumulated provision for depreciation.........     2,776,198      2,665,519
                                                            -------------  -------------
                                                               3,571,809      3,618,217
  Construction work in progress...........................        92,073         95,873
  Nuclear fuel, net.......................................       134,453        133,050
                                                            -------------  -------------
      Total net utility plant.............................     3,798,335      3,847,140
                                                            -------------  -------------

Other Property and Investments:                             
  Nuclear decommissioning trusts, at market...............       322,967        296,960
  Investments in regional nuclear generating                
   companies, at equity...................................        59,532         56,925
  Other, at cost..........................................        39,884         16,565
                                                            -------------  -------------
                                                                 422,383        370,450
                                                            -------------  -------------
Current Assets:                                             
  Cash....................................................           263            404
  Notes receivable from affiliated companies..............        56,000        109,050
  Receivables, net (Note 4)...............................       211,087        226,112
  Accounts receivable from affiliated companies...........         3,615          3,481
  Taxes receivable........................................        57,986         40,134
  Accrued utility revenues (Note 4).......................        83,008         78,451
  Fuel, materials, and supplies, at average cost..........        84,367         79,937
  Recoverable energy costs, net--current portion..........        24,473         25,436
  Prepayments and other...................................        80,059         63,344
                                                            -------------  -------------
                                                                 600,858        626,349
                                                            -------------  -------------
Deferred Charges:                                           
  Regulatory assets:
    Income taxes,net......................................       722,085        753,390
    Unrecovered contractual obligations...................       263,874        300,627
    Deferred demand side management costs.................        52,800         90,129
    Recoverable energy costs, net.........................        87,341         97,900
    Cogeneration costs....................................        49,817         66,205
    Other.................................................        60,501         62,530
  Unamortized debt expense................................        19,938         17,033
  Other...................................................        19,399         12,283
                                                            -------------  -------------
                                                               1,275,755      1,400,097
                                                            -------------  -------------


      Total Assets........................................  $  6,097,331   $  6,244,036
                                                            =============  =============
</TABLE>
See accompanying notes to consolidated financial statements.

                                          



THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>

                                                               June 30,     December 31,
                                                                 1997           1996
                                                            -------------  -------------
                                                                (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................................       640,495        639,657
  Retained earnings.......................................       467,290        551,410
                                                            -------------  -------------
           Total common stockholder's equity..............     1,230,014      1,313,296
  Preferred stock not subject to mandatory                  
   redemption.............................................       116,200        116,200
  Preferred stock subject to mandatory redemption.........       155,000        155,000
  Long-term debt..........................................     2,018,462      1,834,405
                                                            -------------  -------------
           Total capitalization...........................     3,519,676      3,418,901
                                                            -------------  -------------
Minority Interest in Consolidated Subsidiary..............       100,000        100,000
                                                            -------------  -------------
Obligations Under Capital Leases..........................       144,583        143,347
                                                            -------------  -------------
Current Liabilities:                                                      
  Notes payable to banks..................................       100,000           -
  Long-term debt and preferred stock--current                             
   portion................................................        25,615        204,116
  Obligations under capital leases--current                               
   portion................................................        12,407         12,361
  Accounts payable........................................       127,563        160,945
  Accounts payable to affiliated companies................        54,060         78,481
  Accrued taxes...........................................        24,786         28,707
  Accrued interest........................................        29,695         31,513
  Nuclear compliance......................................        51,740         50,500
  Other...................................................        26,107         34,433
                                                            -------------  -------------
                                                                 451,973        601,056
                                                            -------------  -------------

Deferred Credits:                                           
  Accumulated deferred income taxes.......................     1,334,954      1,365,641
  Accumulated deferred investment tax credits.............       131,397        135,080
  Deferred contractual obligations........................       271,372        305,627
  Other...................................................       143,376        174,384
                                                            -------------  -------------
                                                               1,881,099      1,980,732
                                                            -------------  -------------
Commitments and Contingencies (Note 6)


           Total Capitalization and Liabilities...........  $  6,097,331   $  6,244,036
                                                            =============  =============


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

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
                                                     Three Months Ended     Six Months Ended
                                                          June 30,             June 30,
                                                    ------------------- -----------------------
                                                       1997      1996       1997        1996
                                                    --------- --------- ----------- -----------
                                                              (Thousands of Dollars)

<S>                                                  <C>       <C>       <C>         <C>
Operating Revenues................................. $574,841  $542,999  $1,199,749  $1,202,354
                                                    --------- --------- ----------- -----------
Operating Expenses:                                 
  Operation --                                      
     Fuel, purchased and net interchange power.....  213,761   137,472     479,261     360,847
     Other.........................................  213,191   196,726     355,336     386,570
  Maintenance......................................   97,753    83,120     168,374     132,168
  Depreciation.....................................   59,050    61,784     118,969     124,500
  Amortization of regulatory assets, net...........   15,492     6,725      31,361       3,975
  Federal and state income taxes...................  (29,642)      957     (28,806)     29,484
  Taxes other than income taxes....................   38,823    41,018      85,693      89,636
                                                    --------- --------- ----------- -----------
        Total operating expenses...................  608,428   527,802   1,210,188   1,127,180
                                                    --------- --------- ----------- -----------
Operating (Loss) Income............................  (33,587)   15,197     (10,439)     75,174
                                                    --------- --------- ----------- -----------
                                                    
Other Income:                                       
  Equity in earnings of regional nuclear            
    generating companies...........................    1,332     1,957       3,149       3,793
  Other, net.......................................    3,496     4,958       8,106       9,046
  Minority interest in income of subsidiary........   (2,325)   (2,325)     (4,650)     (4,650)
  Income taxes.....................................      509        91         414        (396)
                                                    --------- --------- ----------- -----------
        Other income, net..........................    3,012     4,681       7,019       7,793
                                                    --------- --------- ----------- -----------
        (Loss) Income before interest charges......  (30,575)   19,878      (3,420)     82,967
                                                    --------- --------- ----------- -----------

Interest Charges:                                   
  Interest on long-term debt.......................   30,605    30,339      63,882      60,131
  Other interest...................................    2,909       239       3,218         685
                                                    --------- --------- ----------- -----------
        Interest charges, net......................   33,514    30,578      67,100      60,816
                                                    --------- --------- ----------- -----------

Net (Loss) Income.................................. $(64,089) $(10,700) $  (70,520) $   22,151
                                                    ========= ========= =========== ===========






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


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
                                                                 Six Months Ended
                                                                     June 30,
                                                             -----------------------
                                                                 1997        1996
                                                             ----------- -----------
                                                              (Thousands of Dollars)
<S>                                                            <C>         <C>
Operating Activities:                                          
  Net (Loss) Income ........................................ $  (70,520) $   22,151
  Adjustments to reconcile to net cash                         
   from operating activities:
    Depreciation............................................    118,969     124,500
    Deferred income taxes and investment tax credits, net...    (10,465)    (46,362)
    Deferred nuclear plants return, net of amortization.....       (119)      6,272
    Recoverable energy costs, net of amortization...........     11,522      (2,044)
    Deferred cogeneration costs, net of amortization........     16,388       6,193
    Deferred demand-side-management
      costs, net of amortization............................     37,329      23,306
    Deferred nuclear refueling outage, net of amortization..    (22,667)     24,797
    Nuclear compliance, net.................................      1,240      38,447
    Other sources of cash...................................     19,899      88,202
    Other uses of cash......................................    (27,065)    (45,096)
  Changes in working capital:                                
    Receivables and accrued utility revenues................     10,334      31,484
    Fuel, materials, and supplies...........................     (4,430)    (15,146)
    Accounts payable........................................    (57,803)     (5,940)
    Accrued taxes...........................................     (3,921)    (38,199)
    Other working capital (excludes cash)...................    (44,711)      2,154
                                                             ----------- -----------
Net cash flows (used for) from operating activities.........    (26,020)    214,719
                                                             ----------- -----------

Financing Activities:
  Net increase (decrease) in short-term debt................    100,000     (51,750)
  Issuance of long-term debt................................    200,000     222,000
  Reacquisitions and retirements of long-term debt..........   (193,288)     (9,479)
  Cash dividends on preferred stock.........................     (7,611)     (7,611)
  Cash dividends on common stock............................     (5,989)   (103,528)
                                                             ----------- -----------
Net cash flows from financing activities....................     93,112      49,632
                                                             ----------- -----------

Investment Activities:                                       
  Investment in plant:                                       
    Electric utility plant..................................    (74,494)    (56,363)
    Nuclear fuel............................................       (669)      2,255
                                                             ----------- -----------
  Net cash flows used for investments in plant..............    (75,163)    (54,108)
  NU System Money Pool......................................     53,050    (187,950)
  Investments in nuclear decommissioning trusts.............    (19,194)    (22,858)
  Other investment activities, net..........................    (25,926)        437
                                                             ----------- -----------
Net cash flows used for investments.........................    (67,233)   (264,479)
                                                             ----------- -----------
Net Decrease In Cash For The Period.........................       (141)       (128)
Cash - beginning of period..................................        404         337
                                                             ----------- -----------
Cash - end of period........................................ $      263  $      209
                                                             =========== ===========




/Table>                                                     
See accompanying notes to consolidated financial statements.

                  





            THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     A.   Presentation

          The accompanying unaudited consolidated financial statements should 
          be read in conjunction with Management's Discussion and Analysis of
          Financial Condition and Results of Operations (MD&A) in this Form 10-
          Q, the Annual Report of the Connecticut Light and Power Company (the
          company or CL&P) on Form 10-K for the year ended December 31, 1996
          (1996 Form 10-K), the company's Form 10-Q for the quarter ended March
          31, 1997, and the company's Form 8-Ks dated June 26, 1997 and July 
          22, 1997. In the opinion of the company, the accompanying financial
          statements contain all adjustments necessary to present fairly the
          financial position as of June 30, 1997, the results of operations for
          the three-month and six-month periods ended June 30, 1997 and 1996,
          and the statements of cash flows for the six months period ended June
          30, 1997 and 1996. All adjustments are of a normal, recurring, nature
          except those described below in Note 6B.  The results of operations
          for the three-month and six-month periods ended June 30, 1997 and 
          1996 are not necessarily indicative of the results expected for a full
          year.

      Northeast Utilities (NU) is the parent company of the Northeast Utilities
          system (the system).  The system furnishes franchised retail electric
          service in Connecticut, New Hampshire, and western Massachusetts
          through four wholly owned subsidiaries:  CL&P, Public Service Company
          of New Hampshire (PSNH),      Western Massachusetts Electric Company
          (WMECO), and Holyoke Water Power Company.   A fifth wholly owned
          subsidiary, North Atlantic Energy Corporation (NAEC), sells all of its
          entitlement to the capacity and output of the Seabrook nuclear power
          plant to PSNH.  In addition to its franchised retail electric service,
          the system furnishes firm and other wholesale electric services to
          various municipalities and other utilities and, on a pilot basis
          pursuant to state regulatory experiments, provides off-system retail
          electric service.  The system serves about 30 percent of New England's
          electric needs and is one of the 20 largest electric utility systems
          in the country as measured by revenues.

      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.   New Accounting Standards

               The Financial Accounting Standards Board (FASB) issued two new
          accounting standards during June 1997, Statement of Financial
          Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income"
          and SFAS 131, "Disclosures about Segments of an Enterprise and Related
          Information." SFAS 130 establishes standards for the reporting and
          disclosure of comprehensive income. SFAS 131 determines the standards
          for reporting and disclosing qualitative and quantitative information
          about a company's operating   segments. Both SFAS 130 and SFAS 131
          will be effective in 1998. Management believes that the implementation
          of SFAS 130 and SFAS 131 will not have a material impact on CL&P's
          financial position or its results of operations.

          For additional information regarding the adoption of new accounting
          standards, see Note 4, "Sale of Customer Receivables and Accrued
          Utility Revenues" in this Form 10-Q, CL&P's Form 10-Q for the quarter
          ended March 31, 1997 and CL&P's 1996 Form 10-K.

     C.   Regulatory Accounting and Assets

          For information regarding regulatory accounting and assets, see the
          MD&A and Part II in this Form 10-Q, CL&P's Form 10-Q for the quarter
          ended March 31, 1997 and CL&P's 1996 Form 10-K.

2.   SHORT-TERM DEBT

     In November 1996, NU, CL&P and WMECO entered into a three-year revolving
     credit agreement (New Credit Agreement) with a group of 12 banks.  Access
     to the New Credit Agreement is contingent upon certain financial tests
     being met.  On May 30, 1997, NU entered into a First Amendment and Waiver,
     amending the New Credit Agreement. Interest coverage and common equity
     ratios were revised to enable the companies to meet certain financial
     tests. CL&P and WMECO are able to borrow up to $225 million and $90
     million, respectively, which amounts are secured by a like principal amount
     of their respective first mortgage bonds.  The NU parent company, which as
     a holding company cannot issue first mortgage bonds, will be able to borrow
     up to $50 million if CL&P, WMECO, and NU consolidated financial statements
     meet certain interest coverage tests for two consecutive quarters. No more
     than $313.75 million may be borrowed by all companies collectively at any
     one time.

     For information regarding short-term debt, see the MD&A in this Form
     10-Q, CL&P's Form 10-Q for the quarter ended March 31, 1997 and CL&P's 1996
     Form 10-K.

3.   CAPITALIZATION

     Bonds:  On June 26, 1997, CL&P issued $200 million of First and Refunding
     Mortgage Bonds, 1997 Series B (CL&P 1997 Series B Bonds).  The CL&P 1997
     Series B Bonds bear interest at an annual rate of 7.75% and will mature on
     June 1, 2002.

     Rocky River Realty Company (RRR):  In April 1997, the holders of
     approximately $38 million of RRR notes elected to have RRR repurchase the
     notes at par.  On July 1, 1997, RRR received commitments from alternative
     purchasers to purchase approximately $12 million of the notes that RRR had
     been required to repurchase. On July 30, 1997, approximately $6 million of
     the $12 million was purchased by an alternative purchaser. The remaining $6
     million are expected to be purchased by another purchaser by September 2,
     1997.

     RRR repurchased the remaining $26 million of the notes On July 14, 1997.

     For additional information on these and other matters related to CL&P's
     capitalization, see the MD&A in this Form 10-Q, CL&P's Form 10-Q for the
     quarter ended March 31, 1997, CL&P's Form 8-K dated June 26, 1997 and
     CL&P's 1996 Form 10-K.

4.   SALE OF CUSTOMER RECEIVABLES AND ACCRUED UTILITY REVENUES

     During 1996, CL&P entered into an agreement to sell up to $200 million of
     eligible customer receivables and accrued utility revenues. As of June 30,
     1997, CL&P had sold approximately $100 million of its accounts receivable
     under its sales agreement.
                                 
     The FASB issued SFAS 125, "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishments of Liabilities," in June 1996. SFAS
     125 became effective on January 1, 1997, and establishes, in part, criteria
     for concluding whether a transfer of financial assets in exchange for
     consideration should be accounted for as a sale or as a secured borrowing.

     CL&P is currently in the process of restructuring its accounts receivable
     sales agreement to permit it to treat transactions occurring under the
     agreement as a sale.  At present, CL&P is required to record its sales of
     customer accounts receivables and accrued utility revenues as secured
     short-term borrowings.

     For additional information regarding CL&P's sale of customer receivables
     and accrued utility revenues, see the MD&A in this Form 10-Q, CL&P's Form
     10-Q for the quarter ended March 31, 1997 and CL&P's 1996 Form 10-K.

5.   FUEL PRICE MANAGEMENT

     As of June 30, 1997, CL&P had outstanding fuel price management agreements
     with a total notional value of approximately $318.4 million and a negative
     mark-to-market position of approximately $7.6 million.

     Under the terms of CL&P's fuel price management agreements, CL&P can be
     required to post cash collateral with its counterparties approximately
     equivalent to the amount of a negative mark-to-market position.  In
     general, the amount of collateral is to be 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.

     These fuel price management agreements have been made with various 
     financial institutions, each of which is rated "A" or better by Standard &
     Poor's ratings group.  CL&P is exposed to credit risk on its fuel price
     management instruments if the counterparties fail to perform their
     obligations.  However, management anticipates that the counterparties will
     be able to fully satisfy their obligations under the agreements.

     For further information on fuel price management instruments, see the MD&A
     in this Form 10-Q, CL&P's Form 10-Q for the quarter ended March 31, 1997
     and CL&P's 1996 Form 10-K.

6.   COMMITMENTS AND CONTINGENCIES

      A.  Restructuring

          For information on restructuring of the electric utility industry
          within CL&P's jurisdiction, see the MD&A in this Form 10-Q, CL&P's
          Form 10-Q for the quarter ended March 31, 1997 and CL&P's 1996 Form
          10-K.

      B.  Nuclear Performance

          Millstone:  CL&P has a 81-percent ownership interest in Millstone 1
          and 2 and a 52.93-percent ownership interest in Millstone 3.  The
          three Millstone units are managed by Northeast Nuclear Energy Company
          (NNECO).  Millstone units 1, 2, and 3 (Millstone) have been out of
          service since November 4, 1995, February 21, 1996, and March 30, 1996,
          respectively, and are on the Nuclear Regulatory Commission's (NRC)
          watch list.  Management has restructured its nuclear organization and
          is currently implementing comprehensive plans to restart the units.

          Management believes that Millstone 3 will be ready for restart by the
          end of the third quarter of    1997, Millstone 2 in the fourth quarter
          of 1997 and Millstone 1 in the first quarter of 1998.  Because of the
          need for completion of independent inspections and reviews and for the
          NRC to complete its processes before the NRC Commissioners can vote on
          permitting a unit to restart, the actual beginning of operations is
          expected to take several months beyond the time when a unit is
          declared ready for restart. The NRC's internal schedules at present
          indicate that a meeting of the Commissioners to act upon a Millstone 3
          restart request could occur by mid-December if NU, the independent
          review teams and NRC staff concur that the unit can return to
          operation by that time.  A similar schedule indicates a mid-March
          meeting of the Commissioners to act upon a Millstone 2 restart
          request.  Management hopes that Millstone 3 can begin operating by the
          end of 1997.

          Based on a recent review of work efforts and budgets, management
          believes that the overall 1997 nuclear spending levels, which include
          both nuclear O&M expenditures and associated support services and
          capital expenditures, will be slightly higher than previously
          estimated. The 1997 nuclear O&M expenditures are expected to increase,
          while 1997 projected capital expenditures are expected to decrease.
          CL&P's share of  nonfuel O&M costs for Millstone to be expensed in
          1997 are now projected to be approximately $353 million compared to
          $309 million previously estimated. The 1997 projection includes $12
          million of restart costs identified to date which are expected to be
          incurred in 1998 and is net of $50 million of Millstone costs reserved
          in 1996. CL&P's share of 1997 projected capital expenditures for
          Millstone is expected to decrease from the $48 million previously
          estimated to $35 million.

          For the six months ended June 30, 1997, CL&P's share of nonfuel O&M
          costs expensed for Millstone totaled $211 million. The actual
          expenditures include $40 million reserved for future 1997 
          restart costs and $12 million reserved for 1998 restart costs, and is
          net of $50 million of spending against the reserve established in
          1996. The reserve balance at June 30, 1997, was approximately $52
          million. Nonfuel O&M costs have been and will continue to be absorbed
          by CL&P without adjustment to its current rates. Management will
          continue to evaluate the costs to be incurred for the remainder of
          1997 and in 1998 to determine whether adjustments to the existing
          reserves are required.

          As discussed above, management cannot predict when the NRC will allow
          any of the Millstone units to return to service and thus cannot
          estimate the total replacement power costs the company will
          ultimately incur. Replacement power costs incurred by CL&P
          attributable to the Millstone outages averaged approximately $23
          million per month during the first six months of 1997, and are
          projected to average approximately $21 million per month for the
          remainder of 1997. Based on current estimates of expenditures and
          restart dates, management believes the system has sufficient
          resources to fund the restoration of the Millstone units and related
          replacement power costs.

          CL&P Prudence Investigation:  In response to motions filed by various
          parties and intervenors, the Connecticut Department of Public Utility
          Control (DPUC) on June 27, 1997 orally granted summary judgment in
          CL&P's nuclear outage investigation docket, disallowing recovery of
          costs associated with the ongoing outages at Millstone.

          On July 30, 1997, the DPUC issued a purported written decision in the
          same case, which disallowed recovery of an estimated $600 million of
          replacement power costs related to the Millstone outages, and found
          that CL&P had waived recovery of an additional $360 million of
          incremental O&M.  The written  decision, like the oral decision,
          recognized CL&P's right to seek recovery, in a future rate proceeding,
          of $40 million related to reliability enhancements.  CL&P has appealed
          the DPUC's decision.

          CL&P has not requested cost recovery at this time and has said that
          it will not seek recovery for a substantial portion of these costs
          and will not request any cost recovery until the units are returned
          to operation.  Any requests for recovery would include only costs for
          projects CL&P would have undertaken under normal operating conditions
          or that provide long-term value for CL&P customers. CL&P does not
          expect the DPUC's decision to have a material financial impact on
          projected 1997 results.  For additional information on this matter,
          see the MD&A in this Form 10-Q.

          Litigation: For information regarding litigation initiated by the non-
          NU owners of Millstone 3, see Part II - Item 1 in this Form 10-Q and
          CL&P's 1996 Form 10-K.

          Maine Yankee Atomic Power Company (MYAPC): CL&P has a twelve percent
          ownership interest in the Maine Yankee nuclear generating facility
          (MY).  At June 30, 1997, CL&P's equity investment in MYAPC was
          approximately $8.9 million. The NU system companies had relied on MY
          for approximately two percent of their capacity.


          On August 6, 1997, the board of directors of MYAPC voted unanimously
          to cease permanently the production of power at MY.  MYAPC has begun
          to prepare the regulatory filings intended to implement the
          decommissioning and the recovery of remaining assets of MYAPC. During
          the latter part of 1997, MYAPC plans to file an amendment to its
          power contracts to clarify the obligations of its purchasing
          utilities following the decision to cease power production. MYAPC is
          currently updating its decommissioning cost estimates.  These
          estimates are expected to be completed during the third quarter of
          1997. At this time, the company is unable to estimate its obligation
          to MYAPC.  Under the terms of the contracts with MYAPC, the
          shareholders-sponsor companies, including CL&P, are responsible for
          their proportionate share of the costs of the unit, including
          decommissioning. Management expects that CL&P will be allowed to
          recover these costs from its customers.


          For further information regarding nuclear performance, see the MD&A
          and Part II in this Form 10-Q, CL&P's Form 10-Q for the quarter ended
          March 31, 1997, CL&P's Form 8-K dated June 26, 1997, and CL&P's 1996
          Form 10-K.

      C.    Environmental Matters

          For information regarding environmental matters, see the MD&A in this
          Form 10-Q, CL&P's Form 10-Q for the quarter ended March 31, 1997 and
          CL&P's 1996 Form 10-K.

      D.  Nuclear Insurance Contingencies

          For information regarding nuclear insurance contingencies, see CL&P's
          Form 10-Q for the quarter ended March 31, 1997 and CL&P's 1996 Form
          10-K.

      E.  Construction Program

          For information regarding CL&P'S construction program, see CL&P's Form
          10-Q for the quarter ended March 31, 1997 and CL&P's 1996 Form 10-K.

     F.   Long-Term Contractual Arrangements

          For information regarding long-term contractual arrangements, see
          CL&P's 1996 Form 10-K.

7.    LEASES

     On June 21, 1996, CL&P entered into an operating lease with a third party
     to acquire the use of four turbine generators having an installed cost of
     approximately $70 million.  During the first quarter of 1997, it was
     determined that CL&P would not be in compliance with a financial coverage
     test required under the lease agreement. CL&P has reached an agreement with
     the lessors for a resolution of this matter. Management believes that the
     terms and conditions of this agreement will not have a material adverse
     impact on the company's financial position or results of operations. For
     additional information on this matter, see CL&P's Form 10-Q for the quarter
     ended March 31, 1997 and CL&P's 1996 Form 10-K.


            THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

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



This section contains management's assessment of The Connecticut Light and Power
Company's and subsidiaries (CL&P or the company) financial condition and the
principal factors having an impact on the results of operations. The company is
a wholly-owned subsidiary of Northeast Utilities (NU). This discussion should be
read in conjunction with CL&P's consolidated financial statements and footnotes
in this Form 10-Q, the First Quarter Form 10-Q, the 1996 Form 10-K, and the
Form 8-Ks dated June 26, 1997, and July 22, 1997.

FINANCIAL CONDITION

Overview

The outages at the three Millstone units (Millstone) continue to have a
substantial negative impact on CL&P's earnings. CL&P had a net loss of
approximately $64 million in the second quarter of 1997 compared to a net loss of
approximately $11 million in the second quarter of 1996, and a net loss of
approximately $71 million for the six months ended June 30, 1997, compared to
net income of approximately $22 million for the same period in 1996. The losses
for the three-and six-month periods were primarily attributable to replacement-
power and nuclear operation and maintenance (O&M) expenses for the Millstone
units in 1997 including amounts reserved for future spending. The loss for the
first six months of 1997 was also attributable to lower retail sales. Retail
kilowatt-hour sales for the first half of 1997 were 1.9 percent below the same
period in 1996 primarily due to mild weather in the first quarter of 1997.

In 1997, while all three units are out of service, CL&P expects to continue to
operate at a loss. Replacement-power costs attributable to the Millstone outages
averaged approximately $23 million a month during the first six months of 1997,
and are projected to average approximately $21 million a month for the remainder
of 1997.  The company will continue to expense its replacement power costs in
1997.

Millstone Outages

CL&P has an 81 percent ownership interest in Millstone 1 and 2 and a 52.93
percent joint ownership interest in Millstone 3. Millstone units 1, 2 and 3
(Millstone) have been out of service since November 4, 1995, February 21, 1996,
and March 30, 1996, respectively.

Millstone 3 continues to be designated by management as the lead unit for
restart. Millstone 2 remains on a schedule to be ready for restart shortly after
Millstone 3. To provide the resources and focus for Millstone 3, the pace of
work on the restart of Millstone 1 was reduced until late in 1997 at which time
the full work effort is expected to be resumed.
Management believes that Millstone 3 will be ready for restart by the end of the
third quarter of 1997, Millstone 2 in the fourth quarter of 1997 and Millstone 1
in the first quarter of 1998. Because of the need for completion of independent
inspections and reviews and for the Nuclear Regulatory Commission (NRC) to
complete its processes before the NRC Commissioners can vote on permitting a
unit to restart, the actual beginning of operations is expected to take several
months beyond the time when a unit is declared ready for restart. The NRC's
internal schedules at present indicate that a meeting of the Commissioners to
act upon a Millstone 3 restart request could occur by mid-December if NU, the
independent review teams and NRC staff concur that the unit can return to
operation by that time. A similar schedule indicates a mid-March meeting of the
Commissioners to act upon a Millstone 2 restart request. Management hopes that
Millstone 3 can begin operating by the end of 1997.

As management continues to proceed with its current work towards restart, the
Independent Corrective Action Verification Program began on May 27, 1997 for
Millstone 3 and June 30, 1997 for Millstone 2. The program is expected to end in
mid-November 1997 for Millstone 3 and late November 1997 for Millstone 2. The
NRC Operational Safety Team Inspection for Millstone 3 is expected to begin in
October 1997.

Based on a recent review of work efforts and budgets, management believes that
the overall 1997 nuclear spending levels, which include both nuclear O&M
expenditures and associated support services and capital expenditures, will
be slightly higher than previously estimated. The 1997 projected nuclear O&M
expenditures are expected to increase, while 1997 projected capital
expenditures are expected to decrease. CL&P's share of  nonfuel O&M costs for
Millstone to be expensed in 1997 is now projected to be approximately $353
million compared to $309 million previously estimated. The 1997 projection
includes $12 million of restart costs identified to date which are expected to
be incurred in 1998 and is net of $50 million of Millstone costs reserved in
1996. CL&P's share of 1997 projected capital expenditures for Millstone are
expected to decrease from the $48 million previously estimated to $35 million.

For the six months ended June 30, 1997, CL&P's share of nonfuel O&M costs
expensed for Millstone totaled $211 million. The actual expenditures include $40
million reserved for future 1997 restart costs and $12 million reserved for 1998
restart costs, and is net of $50 million of spending against the reserve
established in 1996. The reserve balance at June 30, 1997, was approximately $52
million. Nonfuel O&M costs have been and will continue to be absorbed by CL&P
without adjustment to its current rates.

Although 1998 nuclear operating budgets have not been established at this time,
management believes that the nuclear spending levels at Millstone will be
reduced considerably from 1997 levels, although they will be higher than before
the station was placed on the NRC's watch list. The actual level of 1998
spending will depend on when the units return to operation and the cost of
restoring them to service. The total cost to restart the units cannot be
estimated at this time. Management will continue to evaluate the costs to be
incurred for the remainder of 1997 and in 1998 to determine whether adjustments
to the existing reserves are required.

On July 1, 1997, the Company submitted continued unit operation studies to the
Connecticut Department of Public Utility Control (DPUC) showing that, under base
case assumptions, Millstone 1 will have a value to System customers (as compared
to the cost of shutting down the unit and incurring replacement power costs) of
approximately $70 million during the remaining thirteen years of its operating
license and Millstone 2 will have a value to System customers (on the same
assumptions as used with Millstone 1) of approximately $500 million during the
remaining eighteen years of its operating license. Two other cases submitted to
the DPUC based on higher assumed O&M costs, which CL&P considers less likely,
indicated that Millstone 1 would be uneconomic in varying degrees. Based on
these economic analyses, NU expects to continue operating both Millstone 1 and
Millstone 2 for the remaining terms of their respective operating licenses. The
DPUC has stated it will consider these analyses in the context of CL&P's next
integrated resource planning proceeding which begins in April 1998.

As a result of the nuclear situation, a number of civil lawsuits, criminal
investigations and regulatory proceedings have been initiated, including
litigation by NU's shareholders. On August 7, 1997, the non-NU owners of
Millstone 3 filed demands for arbitration with CL&P and Western Massachusetts
Electric Company (WMECO) as well as lawsuits in Massachusetts Superior Court
against Northeast Utilities and its current and former trustees. The NU
companies believe there is no legal basis for the claims and intend to defend
against them vigorously.  To date, no reserves have been established for
existing or potential litigation. See Part II - Item 1 in this Form 10-Q and
CL&P's 1996 Form 10-K for further information on litigation. For further
information on the current Millstone outages, see CL&P's First Quarter Form 10-
Q, 1996 Form 10-K and Form 8-K dated June 26, 1997.

Capacity

During 1996 and continuing into 1997, the NU system companies have taken
measures to improve their capacity position due to the current Millstone
outages. CL&P anticipates spending approximately $56 million for additional
capacity-related costs in 1997, of which $38 million is expected to be expensed.
The projected 1997 capacity-related expenditures have increased from previous
estimates due to additional improvements to existing fossil units and CL&P's
estimated share of costs to reactivate generating units in New England. In the
first six months of 1997, CL&P spent approximately $29 million to ensure
adequate generating capacity, of which $14 million was expensed.

Despite record-breaking demand in mid-July, the NU system has been able to meet
capacity requirements without any supply interruptions. Assuming normal weather
conditions and generating unit availability, management expects that the Company
will have sufficient capacity to meet peak load demands for the remainder of
1997. If there are high levels of unplanned outages at other units in New
England, or if any transmission lines used to import power from other states are
unavailable, at times of peak load demand, the Company and the other New England
utilities may have to resort to operating procedures designed to reduce customer
demand.

On June 28, 1997, the Seabrook nuclear unit in New Hampshire returned to service
following a 50-day planned refueling and maintenance outage.

In December 1996, all of the seven power cables installed in the Long Island
Sound between CL&P's Norwalk Harbor and the Long Island Lighting Company's
Northport generating plants were damaged. Repair work has been completed and all
cables were back in service by  June 26, 1997.

CL&P has a 12 percent ownership interest in the Maine Yankee nuclear generating
facility (MY). On August 6, 1997, the board of directors of Maine Yankee Atomic
Power Company (MYAPC) voted to permanently close the plant after efforts to sell
the nuclear power plant were unsuccessful. MYAPC had previously announced that
it was considering permanent closure of the plant based on economic concerns and
uncertainty about the operation of the plant.

For further information on capacity-related issues and MYAPC, see the "Notes to
Consolidated Financial Statements," Note 6B and CL&P's 1996 Form 10-K.

Liquidity and Capital Resources

Cash provided from operations decreased approximately $241 million in the first
six months of 1997, from 1996 and was a use of funds, primarily due to higher
1997 cash expenditures related to the Millstone outages, and the pay down of the
1996 year end accounts payable balance.  The year end accounts payable balance
was relatively high due to costs related to a severe December storm and costs
associated with the Millstone outages that had been incurred but not yet paid by
the end of 1996.  Net cash from financing activities increased approximately $43
million, primarily due to an increase in short-term borrowings through the use
of the $100 million of the accounts receivable facility established in 1996. Net
cash from financing activities was also impacted by lower cash dividends on
common shares, partially offset by higher long-term debt retirements. Cash used
for investments decreased approximately $197 million, primarily due to lower
investments in the NU system Money Pool.

On April 1, 1997, $193 million of CL&P's first mortgage bonds matured. CL&P
funded the maturity with cash available from long-term debt issuances that took
place in 1996 in anticipation of this maturity.

CL&P established facilities in 1996 under which it may sell up to $200 million
of its accounts receivable and accrued utility revenues. As of June 30, 1997,
CL&P had sold approximately $100 million.

Additionally, NU, CL&P and WMECO entered into a new three-year revolving credit
agreement (the New Credit Agreement) in November 1996. On May 30, 1997, the
First Amendment and Waiver to the New Credit Agreement became effective. This
amendment permits $313.75 million of credit in the aggregate to remain available
to CL&P and WMECO through the securing of such borrowings with first mortgage
bonds. Interest coverage and common equity ratios were revised to enable the
companies to meet certain financial tests. CL&P will be able to borrow up to
$225 million on the strength of bonds it has provided as collateral for
borrowings under the revolving credit agreement. WMECO will be able to borrow up
to $90 million on the basis of bonds it  has provided as collateral. The NU
parent company, which as a holding company cannot issue first mortgage bonds,
will be able to borrow up to $50 million if CL&P, WMECO and NU consolidated
financial statements meet certain interest coverage tests for two consecutive
quarters.  This is not expected to occur until mid-1998.

On June 26, 1997, CL&P issued $200 million of First and Refunding Mortgage
Bonds, 1997 Series B due June 1, 2002. The net proceeds of the sale of the Bonds
were used for repayment of short-term debt incurred for general working capital
purposes, including costs associated with the current outages at the Millstone
units. CL&P is obligated to effect the exchange of these bonds for publicly
tradable Bonds within 180 days after issuing the Bonds or the interest could
increase in stages up to a maximum amount of 1.50 percent per annum.

In April, 1997, Moody's Investors Services (Moody's) downgraded most of its
ratings of CL&P and WMECO securities because of the extended Millstone outages.
In May, 1997, Standard & Poor's (S&P) also downgraded its ratings of CL&P and
WMECO securities as a result of the Connecticut Legislature failing to approve a
utility restructuring bill during the recently completed legislature session.
As a result, all NU system securities are currently rated below investment grade
by Moody's and S&P.  These actions could adversely affect the availability and
cost of funds for the NU system companies.

On April 17, 1997, the holders of $38 million of notes issued by NU's real
estate company (Rocky River Realty Company or RRR) required RRR to repurchase
the notes at par. The notes are secured by real estate leases between RRR as
lessor and Northeast Utilities Service Company as lessee. On July 1, 1997, RRR
received commitments for the purchase of approximately $12 million of notes and
RRR repurchased the remaining $26 million of notes on July 14, 1997. On July 30,
1997, approximately $6 million of the $12 million was purchased by an
alternative purchaser. The remaining $6 million of the notes is expected to be
purchased by another purchaser by September 2, 1997.

Each major company in the NU system finances its own needs.  Neither CL&P nor
WMECO has any agreements containing cross defaults based on events or
occurrences involving NU, Public Service Company of New Hampshire (PSNH) or
North Atlantic Energy Corporation (NAEC).  Similarly, neither PSNH nor NAEC has
any agreements containing cross defaults based on events or occurrences
involving NU, CL&P or WMECO. Nevertheless, it is possible that investors will
take negative operating results or regulatory developments at one company in the
NU system into account when evaluating other companies in the NU system. That
could, as a practical matter and despite the contractual and legal separations
among the NU companies, negatively affect each company's access to the financial
markets.

If the return to service of one or more of the Millstone units is delayed
substantially, or if some borrowing facilities become unavailable because of
difficulties in meeting borrowing conditions, or if the system encounters
additional significant costs or any other significant deviations from
management's current assumptions, the currently available borrowing facilities
could be insufficient to meet all of the system's cash requirements. In those
circumstances, management would take actions to reduce costs and cash outflows
and would attempt to take other actions to obtain additional sources of funds.
The availability of these funds would be dependent upon the general market
conditions and the NU system's credit and financial condition at the time.

Restructuring and Rate Matters

On June 4, 1997, the Connecticut legislature completed its session without
passage of a proposed electric industry restructuring bill. The legislature may
consider restructuring legislation in the future.

On January 15, 1997, the DPUC notified CL&P that it would be conducting its
prudence review of nuclear cost recovery issues in multiple phases.  The first
phase, covering the period April 1 through June 30, 1996, was in progress
when various intervenors moved for summary judgment with respect to the costs
for the entire outage.  On July 30, 1997, the DPUC issued a purported written
decision disallowing recovery of all of the replacement power costs associated
with the ongoing outages at Millstone. CL&P has not requested cost recovery at
this time and has said that it will not seek recovery for a substantial portion
of these costs and will not request any cost recovery until the units have
returned to operation.  Any requests by CL&P for recovery would include only
costs for projects CL&P would have undertaken under normal operating conditions
or that provide long-term value for CL&P's customers.  CL&P has appealed the
DPUC's decision to the Connecticut Superior Court. CL&P has expensed, and
continues to expense, the bulk of the Millstone outage costs as they are
incurred.  Therefore, CL&P does not expect this decision to have a material
financial impact on projected 1997 results.

The DPUC is required to review a utility's rates every four years if there has
not been a rate proceeding during such period. On June 16, 1997, CL&P filed with
the DPUC certain financial information consistent with the DPUC's filing
requirements applicable to such four year review. CL&P expects hearings before
the DPUC to begin soon. The Company cannot predict the outcome of this
proceeding.




Risk Management Instruments

CL&P uses fuel price management instruments to reduce a portion of the fuel
price risk associated with certain of its long-term negotiated energy contracts
and replacement-power expense during the Millstone outages. CL&P's fuel price
management instruments seek to minimize exposure associated with rising fuel
prices and effectively fix the cost of fuel and maintain the profitability of
certain of its long-term negotiated contract sales.
                                 
These instruments are not used for trading purposes. The differential paid or
received as fuel prices change is recognized in income when realized.

As of June 30, 1997, CL&P had outstanding fuel price management instruments with
a total notional value of approximately $318 million. The settlement amounts for
the second quarter associated with the instruments decreased fuel expense by
approximately $0.8 million for the first quarter of 1997. For further
information on risk management instruments, see the "Notes to Consolidated
Financial Statements," Note 5, in this Form 10-Q.

Environmental Matters

The Company is potentially liable for environmental cleanup costs at a number of
sites inside and outside its service territory. To date, the future estimated
environmental remediation liability has not been material with respect to the
earnings or financial position of the Company. For the period ended June 30,
1997, the Company increased the environmental reserve by approximately $1
million to a total of approximately $8 million, the most probable amount as
required by SFAS No.5, "Accounting for Contingencies."


RESULTS OF OPERATIONS

                                               Income Statement Variances
                                                  Increase/(Decrease)
                                                    Millions of Dollars

                                      Second                  Year-
                                     Quarter     Percent     to-Date    Percent


Operating revenues                    $32           6%        $(3)          0%

Fuel, purchased and net
  interchange power                    76          56         118          33
Other operation                        16           8         (31)         (8)
Maintenance                            15          18          36          27
Amortization of
  regulatory assets, net                9         (a)          27          (a)
Federal and state income taxes        (31)        (a)         (59)         (a)
Interest charges                        3          10           6          10

Net Loss                              (53)        (a)         (93)         (a)

(a)  Percentage greater than 100

Comparison of the Second Quarter of 1997 to the Second Quarter of 1996


Total operating revenues increased in 1997, primarily due to higher fuel
recoveries ($23 million), higher transmission and other revenues ($8 million)
and higher revenues from regulatory decisions ($4 million), partially offset by
lower wholesale revenues ($5 million). Revenues from regulatory decisions
increased due to higher recoveries of demand-side-management costs. Wholesale
revenues decreased primarily due to lower 1997 capacity sales.

Fuel, purchased and net interchange power expense increased in 1997, primarily
due to higher replacement-power costs expensed in 1997 due to the nuclear
outages.

Other operation and maintenance expense increased $31 million in 1997. The major
factors were the higher costs associated with the Millstone outages ($70
million) including a net increase of $24 million over 1996 in the reserve for
future restart costs; higher transmission expenses ($5 million) and higher
capacity charges from MY ($5 million); partially offset by lower recognition of
nuclear refueling outage costs primarily as a result of the 1996 Rate Settlement
($22 million); lower administrative and general expenses primarily due to lower
pensions and benefit costs ($10 million) and lower 1997 costs associated with
meeting capacity requirements ($7 million).

Amortization of regulatory assets, net increased in 1997, primarily due to
higher amortization in 1997 of cogeneration deferrals ($7 million) and higher
amortizations as a result of the 1996 Rate Settlement ($5 million). These were
partially offset by the completion of the amortization of phase-in costs for
Seabrook in 1996 ($3 million).

Federal and state income taxes decreased in 1997, primarily due to lower book
taxable income.

Interest charges increased in 1997, primarily due to interest expense associated
with the sale of the accounts receivable.

Comparison of the First Six Months of 1997 to the First Six Months of 1996


Total operating revenues decreased in 1997, primarily due to lower retail sales
($16 million), lower wholesale revenues ($11 million), lower fuel recoveries ($8
million), partially offset by higher revenues from regulatory decisions ($14
million) and higher transmission and other revenues ($9 million).  Wholesale
revenues decreased primarily due to lower 1997 capacity sales. Retail sales
decreased 1.9 percent primarily due to mild weather in the first quarter of
1997.  Revenues from regulatory decisions increased primarily due to higher
recoveries of demand-side-management costs.

Fuel, purchased and net interchange power expense increased in 1997, primarily
due to higher replacement-power costs expensed in 1997 due to the nuclear
outages.

Other operation expense decreased $31 million and maintenance expense increased
$36 million in 1997. The major factors were the higher costs associated with the
Millstone outages ($60 million) and higher capacity charges from MY ($7
million); partially offset by lower recognition of nuclear refueling outage
costs as a result of the 1996 CL&P Rate Settlement ($34 million); lower 1997
administrative and general expenses primarily due to lower pensions and benefit
costs ($15 million) and lower capacity charges from purchased power ($9
million).

Amortization of regulatory assets, net increased in 1997, primarily due to the
higher amortization of CL&P cogeneration deferrals in 1997 ($23 million) and
higher amortizations as a result of the 1996 CL&P Rate Settlement ($9 million).
These were partially offset by the completion of the amortization of phase-in
costs for Seabrook ($6 million).

Federal and state income taxes decreased in 1997, primarily due to lower book
taxable income.

Interest charges increased in 1997, primarily due to higher 1997 average long-
term debt levels and interest expense associated with the sale of the accounts
receivable.



                         PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

1.   Under its Millstone Units 1 & 2 contract with CL&P, Connecticut Municipal
Electric Energy Cooperative (CMEEC) has a 3.49 percent life-of-unit interest in
each of the units. CMEEC and CL&P have been negotiating since May 1996 over
issues related to Millstone Units 1 & 2 and have taken preliminary steps to
prepare for arbitration of the matter.  Since October 1996, CMEEC has failed to
make payment on its obligations of approximately $1.6 million per month,
claiming that CL&P materially breached its contractual obligations, and
requesting arbitration of the issues.  CL&P has denied the allegations and filed
a petition on July 1, 1997 requesting the Connecticut Superior Court to order
CMEEC to pay its outstanding obligations (about $13.3 million) and make
continuing payments while the arbitration action is proceeding.

     For additional information on this dispute, see "Item 3 - Legal
Proceedings" in CL&P's 1996 Form 10-K.

2.   On July 17, 1997, CL&P filed an appeal of a June 6th order of the DPUC,
which had barred recovery of approximately $17 million of replacement power
costs incurred by CL&P as a result of the retirement of the Connecticut Yankee
nuclear power plant (CY) on December 4, 1996 through that part of CL&P's rate
structure known as the Energy Adjustment Clause.  CL&P takes the position that
unless and until there is a determination that such post-retirement costs are
unreasonable, it is entitled to current recovery.

     For additional information on the ongoing prudence proceeding at the
Federal Energy Regulatory Commission regarding the decision to retire CY prior
to the expiration of its operating license, see "Item 1. Business - Electric
Operations - Nuclear Generation" in CL&P's 1996 Form 10-K.

3.   CL&P and WMECO, through NNECO, operate Millstone 3 at cost, and without
profit, under a Sharing Agreement that obligates them to utilize good utility
practice and requires the joint owners to share the risk of employee negligence
and other risks of operation and maintenance pro-rata in accordance with their
ownership shares. The Sharing Agreement also provides that CL&P and WMECO would
only be liable for damages to the non-NU owners for a deliberate violation of
the agreement pursuant to authorized corporate action.

     On August 7, 1997, the non-NU owners of Millstone 3 filed demands for
arbitration with CL&P and WMECO as well as lawsuits in Massachusetts Superior
Court against Northeast Utilities and its current and former trustees.  The non-
NU owners raise a number of contract, tort and statutory claims, arising out of
the operation of Millstone 3. The arbitrations and lawsuits seek to recover
compensatory damages, punitive damages, treble damages and attorneys' fees.
Owners representing approximately two-thirds of the non-NU interests in
Millstone 3 have claimed compensatory damages in excess of $200 million. In
addition, one of the lawsuits seeks to restrain NU from disposing of its shares
of the stock of WMECO and Holyoke Water Power Company, pending the outcome of
the lawsuit. The NU companies believe there is no legal basis for the claims and
intend to defend against them vigorously.

     For further information on this matter, see "Item 3 - Legal Proceedings" in
CL&P's 1996 Form 10-K.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     At the Annual Meeting of Stockholders of CL&P held on June 9, 1997,
stockholders voted to fix the number of directors for the ensuing year at eight.
The vote fixing the number of directors at eight was 12,222,930 shares in favor,
representing 100 percent of the issued and outstanding shares of common stock of
CL&P.

     At the Annual Meeting, the following eight directors were elected, each by
a vote of 12,222,930 shares in favor, to serve on the Board of Directors for
the ensuing year:  Robert G. Abair, John H. Forsgren, Bernard M. Fox, William T.
Frain, Jr., Cheryl W. Grise, John B. Keane, Bruce D. Kenyon, and Hugh C.
MacKenzie.

ITEM 5.   OTHER INFORMATION

     On June 27, 1997, nuclear management of NU temporarily suspended all
nuclear training programs at Millstone to address programmatic deficiencies
identified by NNECO and NRC inspectors during reviews of the system's licensed
operator training programs at the system's four Connecticut nuclear units.
Since then, a Training Restart Plan has been established and various training
programs have been restarted, including the licensed operator training programs
for Millstone.  Management continues to believe that the suspension will not
affect the schedule to restart the Millstone units

     For additional information relating to this matter, see CL&P's Form 8-K
dated June 26, 1997 and "Item 1. Business - Nuclear Plant Performance and
Regulatory Oversight" and "Item 3. Legal Proceedings," in CL&P's 1996 Form 10-K.


ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   Listing of Exhibits:

      Exhibit Number          Description


              27                   Financial Data Schedule

(b)   Reports on Form 8-K:

      1.    CL&P filed a Form 8-K dated June 26, 1997 disclosing:
  
          .    Nuclear management of NU temporarily suspended all nuclear
               training programs at Millstone to address programmatic
               deficiencies identified by NNECO and the NRC;
          .    The DPUC orally granted summary judgment in CL&P's prudence
               docket, disallowing recovery of substantially all costs
               associated with the ongoing outages at Millstone;
          .    Under the CL&P First and Refunding Mortgage Bond Indenture, the
               sinking fund had been eliminated;
          .    On June 28, 1997, Seabrook nuclear generating unit returned to
               service following a 50-day planned refueling and maintenance
               outage;
          .    On July 1, 1997, CL&P submitted continued unit operation studies
               to the DPUC;
          .    As a result of a trigger event set forth in the original note
               agreement, RRR intends to repurchase approximately $26 million of
               the total approximate $38 million of notes from the current
               holders; the balance of the notes will be purchased by
               alternative third party purchasers.

     2.   CL&P filed a Form 8-K dated July 22, 1997 disclosing information
          concerning its second quarter 1997 loss.


                                   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  August 12, 1997               By:/s/ John H. Forsgren
                                           John H. Forsgren
                                           Executive Vice President,
                                           Chief Financial Officer and
                                           Director




Date  August 12, 1997               By:  /s/ John J. Roman
                                             John J. Roman
                                             Vice President and Controller









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