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###### Securities and Exchange Commission

          - [Release No. 35-27281A]

A notice issued in this matter on November 22, 2000 (HCAR No. 27281), concerning a proposal by Northeast Utilities (NU), a registered holding company, and its utility subsidiaries to issue short-term debt. NU intended to, and by this amended notice does, include its nonutility subsidiaries in its request for authority to issue short-term debt.

An amended notice is given that the following filing has been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application-declaration for complete statements of the proposed transactions summarized below. The application-declaration and any amendments are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application-declaration should submit their views in writing by December 26, 2000, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549-0609, and serve a copy on the applicant-declarants at the addresses specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After December 26, 2000, the application-declaration, as filed or as amended, may be granted and/or permitted to become effective.

## Northeast Utilities, et al. (70-9755)

Northeast Utilities (“NU”), 174 Brush Hill Avenue, West Springfield, Massachusetts 01090-0010, a registered holding company, its service company subsidiary, Northeast Utilities Service Company (“Service”), P.O. Box 270, Hartford, Connecticut 06141-0270, and its public utility and nonutility subsidiary companies (together, “Subsidiaries”), Western Massachusetts Electric Company (“WMECO”) and The Quinnehtuk Company (“Quinnehtuk”, both located at 174 Brush Hill Avenue, West Springfield, Massachusetts, 01090-0010; The Connecticut Light and Power Company (“CL&P”), NU Enterprises, Inc. (“NUEI”), Northeast Generation Service Company (“NGS”), Northeast Generation Company (“NGC”), Select Energy, Inc. (“Select”), Model 1 Communications, Inc. (“Mode 1”), Northeast Nuclear Energy Company (“NNECO”), The Rocky River Realty Company (“RR”) and Yankee Energy System, Inc. (“YES”), all located at 107 Selden Street, Berlin, Connecticut 06037; Yankee Gas Services Company (“Yankee Gas”), Yankee Energy Financial Services Company (“Yankee Financial”) and NorConn Properties, Inc. (“NorConn”), all located at 599 Research Parkway, Meriden, Connecticut 06450; Holyoke Water Power Company (“HWP”), Canal Street, Holyoke, Massachusetts 01040; Public Service Company of New Hampshire (“PSNH”) and North Atlantic Energy Corporation (“NAEC”), both located at 1000 Elm Street, Manchester, New Hampshire 03015; Yankee Energy Services Company (“YESCO”), 148 Norton Street, Milldale, Connecticut 06467; HEC, Inc. (“HEC”), 24 Prime Parkway, Natick, Massachusetts 01760; and R.M. Services, Inc. (“RMS”), 639 Research Parkway, Meridan, Connecticut 06467 (together with NU and Service, “Applicants”) have filed an application-declaration under sections 6(a), 7, 9(a), 10, 12(b), 13, 32 and 33 of the Act and rules 43, 45, 52, 54, 90 and 91 under the Act.

                    By order dated December 28, 1994 (HCAR No. 26207) and Supplemental Orders dated November 20, 1996 (HCAR 26612), February 11, 1997 (HCAR 26665), March 25, 1997 (HCAR 26692), May 29, 1997 (HCAR 26721), January 16, 1998 (HCAR 26816), May 13, 1999 (HCAR 27022), November 17, 1999 (HCAR 27103) and November 13, 2000 (HCAR No. 27275) (collectively, the “Prior Orders”), the Commission authorized through December 31, 2000 (“Authorization Period”), among other things, (1) NU to issue and sell unsecured short-term notes and commercial paper and to make loans to participants in the NU system money pool (“Money Pool”); (2) Service to administer the Money Pool in accordance with the authority granted in the Prior Orders; (3) WMECO, CL&P, NNECO, YES, Yankee Gas, HWP, PSNH and NAEC (together, the “Utility Subsidiaries”) to issue and sell unsecured short-term notes; (4) WMECO, CL&P, Yankee Gas and PSNH to issue and sell commercial paper; and (5) the Subsidiaries to borrow from NU and each other, and to lend to each other under the Money Pool, all as provided for in the Prior Orders (“Short-Term Debt Authority”).[1]                                          The Prior Orders limited the Utility Subsidiaries' Short-Term Debt Authority, as appropriate, to any combination of notes, commercial paper or Money Pool borrowings outstanding at any one time in aggregate amounts of $400 million for NU, $250 million for WMECO, $375 million for CL&P, $75 million for NNECO, $50 million for YES, $100 million for Yankee Gas, $5 million for HWP, $225 million for PSNH and $260 million for NAEC (“Debt Limitation”).[2] 

                    The Applicants now request that the Commission modify and supersede the Prior Orders to extend the Authorization Period from December 31, 2000 to June 30, 2003 (“New Authorization Period”).[3]                                          The Applicants request further that the Short-Term Debt Authority, subject to the Debt Limitation, be extended through the New Authorization Period. The Applicants propose that short-term borrowings will take the form of notes to banks and other financial institutions (“Notes”), commercial paper (“Paper”), loans and open-account advances from                           ( print page 75984)                        NU to the Utility Subsidiaries and Money Pool borrowings.                

In particular, the Applicants propose that any Notes issued by NU or the Utility Subsidiaries will bear interest at a rate not exceeding 500 basic points over the base rate in effect from time to time of the lending institution or the base rate of a representative institution. The Notes may be secured or unsecured and will mature no later than 364 days from the date of their issuance. The Applicants further propose that Paper issued by NU, WMECO, CL&P, Yankee Gas and PSNH (“Issuers”) will be issued at rates not exceeding the annual rate prevailing at the time of issuance for commercial paper of comparable qualities and maturities. The Paper will mature no later than 270 days from the date of issuance and will not be repayable prior to maturity. The Applicants state that each of the Issuers will not issue Paper unless the effective cost of the Paper will be equal to or less than that for the issuance of Notes in an amount at least equal to the principal amount of Paper proposed to be issued.

                    The Applicant finally propose, through the New Authorization Period, that the Subsidiaries be authorized to borrow from NU and each other, and to lend to each other under the Money Pool, as authorized in the Prior Orders and subject to the Debt Limitation.[4]                                          Service will continue to administer the Money Pool under the same terms and conditions approved by the Commission in the Prior Orders. The Applicants state that all other terms, conditions, limitations and reporting obligations contained in the Prior Orders will apply to the proposed transactions.                

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

Margaret H. McFarland,

Deputy Secretary.

# Footnotes

1.                             Subject to a reservation of jurisdiction over all the nonutility Subsidiaries' Money Pool borrowing authority, Quinnehtuk could borrow up to $16 million outstanding at any one time, NUEI up to $100 million, NGS up to $20 million, Select up to $200 million, RR up to $30 million, Yankee Financial up to $10 million, NorConn up to $10 million, YESCO up to $30 million, HEC up to $20 million and RMS up to $10 million. Subject to the same reservation of jurisdiction, NGC and Mode 1 currently do not have authority to borrow from the Money Pool.                    
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2.                             CL&P, WMECO, PSHN and NAEC are currently subject to charter limitations and/or state laws that would prevent them from incurring short-term debt up to their Debt Limitation.                    
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3.                             On January 20, 2000 (S.E.C. File 70-9613), NU and Consolidated Edison, Inc. (“CEI”) requested that the Commission approve the terms of an Agreement and Plan of Merger to merge the two companies, resulting in NU becoming a wholly owned subsidiary of CEI. Subsequently, on June 30, 2000 (S.E.C. File 70-9711) (“Financing Order”), NU and CEI requested that the Commission approve certain financing activities for the combined companies, including authority for NU system companies to issue and sell short-term debt and participate in the Money Pool. The Applicants propose that the authority granted in the Prior Orders, as modified and extended in this matter, be superseded by the authority requested in the Financing Order.                    
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4.                             Currently, an order of the Massachusetts Department of Telecommunications and Energy limits WMECO's authority to make loans under the Money Pool to CL&P and HWP and three nonutility subsidiaries. WMECO has requested that the Commission reserve jurisdiction over its authority to lend to other Money Pool participants, pending completion of the record. PSNH may not lend to the Money Pool participants under a New Hampshire Public Utilities Commission (“NHPUC”) order authorizing such lending, subject to the elimination of certain write-offs associated with restructuring mandated by the NHPUC. WMECO and PSNH may borrow from the Money Pool.                    
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[FR Doc. 00-30875  Filed 12-4-00; 8:45 am]

BILLING CODE 8010-01-M