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<SEC-DOCUMENT>0000072741-01-000091.txt : 20010421
<SEC-HEADER>0000072741-01-000091.hdr.sgml : 20010421
ACCESSION NUMBER:		0000072741-01-000091
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010419

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORTHEAST UTILITIES SYSTEM
		CENTRAL INDEX KEY:			0000072741
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				042147929
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		U-1/A
		SEC ACT:		
		SEC FILE NUMBER:	070-09825
		FILM NUMBER:		1606325

	BUSINESS ADDRESS:	
		STREET 1:		174 BRUSH HILL AVE
		CITY:			WEST SPRINGFIELD
		STATE:			MA
		ZIP:			01090-0010
		BUSINESS PHONE:		4137855871

	MAIL ADDRESS:	
		STREET 1:		107 SELDON ST
		CITY:			BERLIN
		STATE:			CT
		ZIP:			06037-1616
</SEC-HEADER>
<DOCUMENT>
<TYPE>U-1/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDMENT NO.1 TO FORM U-1
<TEXT>


                                                             File No. 70-9825



                         SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                               Amendment No. 1 to FORM U-1

                               APPLICATION/DECLARATION

                                      Under

                    THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                              NORTHEAST UTILITIES
                              174 Brush Hill Avenue
                      West Springfield, Massachusetts  08109

                     THE CONNECTICUT LIGHT AND POWER COMPANY
                             107 Selden Street
                          Berlin, Connecticut  06037

  (Name of companies filing this statement and address of principal executive
   offices)

                              NORTHEAST UTILITIES
                       (Name of top registered holding company)

                             Cheryl W. Grise, Esq.
                  Senior Vice President, Secretary and General Counsel
                       Northeast Utilities Service Company
                                 P.O. Box 270
                       Hartford, Connecticut  06141-0270
                     (Name of address of agent for service)

The Commission is requested to mail signed copies of all orders, notices and
communications to:

                                                Jeffrey C. Miller
                                                 Assistant General Counsel
      Randy A. Shoop                            Richard M. Early, Esq.
      Treasurer                                  Senior Counsel
      The Connecticut Light and Power           Northeast Utilities Service
      Company                                   Company
      P.O. Box 270                              P.O. Box 270
      Hartford, Connecticut  06141-0270         Hartford, Connecticut 06141-027



The Application/Declaration is amended and restated in its entirety to read as
follows:

ITEM 1. Description of Proposed Transaction

     1.  The purpose of this Application/Declaration is to seek the
Commission's order approving the sale by deed in lieu of condemnation of the
South Meadow electric generating station (the "Station") by The Connecticut
Light and Power Company ("CL&P") to the Connecticut Resources Recovery Authority
("CRRA"). CL&P is an electric company subsidiary of Northeast Utilities ("NU"),
a registered holding company.  CRRA is a public instrumentality and political
subdivision of the State of Connecticut established by statute for the
performance of essential public and governmental functions involving handling
and disposal of solid waste, and resource recovery in Connecticut.

    2.  The proposed sale of the Station (the "Transaction") is documented in
a Title Transfer Agreement, a copy of which is attached as Exhibit B.1 to this
Application/Declaration. The Station generates electricity (a) from steam
derived from combustion of municipal solid waste in boilers owned by CRRA
turning two steam turbines owned by CL&P and (b) by use of four jet turbine
sets owned by CL&P. The capability of the Station is approximately
250 megawatts.  As of November 30, 2000 the net book value (excluding
dismantlement reserves) of the Station was approximately $2.9 million,
as shown below:

                          Description                        Amount

                      Historical Cost                     $96,032,021
                      Accumulated Depreciation <F1>       93,106,687
                      Net Book Value                       $2,925,334
                      Dismantlement Reserves               $5,075,961
                      Net Book Value, with Dismantlement  ($2,150,627)

CRRA will pay CL&P $10 million for the property, plus a full assumption by CRRA
of all but $2 million of on-site environmental obligations.  Minor amounts of
FERC-jurisdictional "transmission" assets will be included with the Station.
CL&P will retain either a fee interest or adequate easement rights for the
existing substation, switchyard and related transmission and distribution
facilities, which CL&P intends to retain. CRRA will continue to use the Station
to process municipal solid waste and to generate electricity for sale to CL&P
and in the New England competitive markets.

     3. The Transaction is consistent with the Connecticut Electric
Restructuring Act ("Restructuring Act"), which requires CL&P to divest all
generating capacity. CL&P has effected the divestiture of its other non-nuclear
generating stations through competitively bid auctions, and had intended to do
so for the Station.  However, CRRA, to protect its significant investment on
the Station site in municipal solid waste processing and combustion facilities,
sought and obtained approval of the Connecticut Department of Public Utility
Control ("DPUC") to take the Station by eminent domain.  A copy of CRRA's
application to the DPUC is filed herewith as Exhibit D.1.  The taking by CRRA
was approved by the DPUC by Decision in Docket No.99-06-27(September 1, 1999),
a copy of which is filed herewith as Exhibit D.2.  As CRRA and CL&P negotiated
the details of the condemnation, they determined that it would substantially
simplify and expedite the transaction if CL&P tendered a deed in lieu of
condemnation to CRRA for the Station.  CRRA and CL&P jointly requested DPUC
approval of this change in form of the transaction.  A copy of this joint
request is filed herewith as Exhibit D.3.  A copy of the DPUC's order
approving the request is filed herewith as Exhibit D.4.  CL&P also sought
and obtained approval by the Federal Energy Regulatory Commission ("FERC")
under Section 203 of the Federal Power Act of CL&P's disposition of
FERC-jurisdictional assets, i.e., transmission facilities used in interstate
commerce.  A copy of the FERC application is filed herewith as Exhibit D.5,
and a copy of the FERC order approving the disposition is filed herewith
as Exhibit D-6.

     4.  The Transaction is the result of arm's length negotiations, has been
reviewed and approved by the DPUC and found to be in the public interest, is
subject to additional DPUC review and should be approved by the Commission. As
the DPUC determined, this transaction will not only provide CL&P with a payment
of $10 million, it will also relieve CL&P of significant environmental
liabilities for the Station, which the record of the DPUC proceedings estimates
as being worth an additional $20-$30 million, in addition to the cash
consideration. The Transaction is in compliance with the Restructuring Act and
will enable CL&P to complete the required divestiture of its non-nuclear
generating capacity. The net proceeds of the Transaction will be invested in the
Northeast Utilities System Money Pool (as approved in File No. 70-9755, HCAR No.
35-27328, December 28, 2000) and/or other short-term investments until later in
2001 when the proceeds will be used to reduce CL&P's short-term debt drawn down
to meet working capital requirements, including tax payments due on the sale of
the Millstone generating station.  Exhibit I presents CL&P's journal entries to
record the effect of the sale

ITEM 2. Fees, Commissions, and Expenses

     5.  The fees, commissions and expenses of the Applicants expected to be
paid or incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:

Northeast Utilities Service Company
(Legal, Financial, Accounting and Other Services)     Not in excess of $10,000

Outside Support (Legal, Environmental and
Other Services)                                       approximately $350,000

ITEM 3. Applicable Statutory Provisions

     6.  The sections of the Act and the related regulations of the Commission
which are or may be applicable to the transactions as herein proposed are set
forth below:

    (i) Sale of utility assets                        Section 12(d), Rule 44

To the extent any other sections of the Act or rules thereunder may be
applicable to the proposed transactions, the Applicants request appropriate
orders thereunder.

ITEM 4. Regulatory Approval

     7. Additional approvals are required from the DPUC and the FERC as
described in Item 1.3 above.

ITEM 5. Procedure

     8. The Applicants hereby request that the Commission publish a notice
under Rule 23 with respect to the filing of this Application as soon as
practicable and that the Commission's order be issued as soon as possible. A
form of notice suitable for publication in the Federal Register is attached
hereto as Exhibit H.1. The Applicants respectfully request the Commission's
approval, pursuant to this Application, of all transactions described herein,
whether under the sections of the Act and Rules thereunder enumerated in
Item 3 or otherwise. It is further requested that the Commission issue an
order authorizing the transactions proposed herein at the earliest practicable
date but in any event not later than February 15, 2001. Additionally, the
Applicants (i) request that there not be any recommended decision by a hearing
officer or by any responsible officer of the Commission, (ii) consent to the
Office of Public Utility Regulation within the Division of Investment
Management assisting in the preparation of the Commission's decision, and
(iii) waive the 30-day waiting period between the issuance of the Commission's
order and the date on which it is to become effective, since it is desired that
the Commission's order, when issued, become effective immediately.

Other Matters

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

    10. NU currently meets all of the conditions of Rule 53(a), except for
clause (1). At December 31, 2000, NU's "aggregate investment," as defined in
Rule 53(a)(1), in EWGs and FUCOs was approximately $469.5 million, or
approximately 76.1% of NU's average "consolidated retained earnings," also
as defined in Rule 53(a)(1), for the four quarters ended December 31, 2000
($617.3 million). With respect to Rule 53(a)(1), however, the Commission has
determined that NU's financing of its investment in Northeast Generation
Company ("NGC"), NU's only current EWG or FUCO in an amount not to exceed
$481 million or 83% of its "average consolidated retained earnings" would
not have either of the adverse effects set forth in Rule 53(c). See Northeast
Utilities, Holding Company Act Release No. 27148, dated March 7, 2000
(the "Rule 53(c) Order"). NU continues to assert that its EWG investment
in NGC will not adversely affect the System.

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

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

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

   (iii) NU has submitted (a) a copy of each Form U-1 and Rule 24 certificate
that has been filed with the Commission under Rule 53 and (b) a copy of Item 9
of the Form U5S and Exhibits G and H thereof to each state regulator having
jurisdiction over the retail rates of NU's public utility subsidiaries;
(iv) Neither NU nor any subsidiary has been the subject of a bankruptcy or
similar proceeding unless a plan of reorganization has been confirmed in such
proceeding;

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

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

   12.  The proposed transactions, considered in conjunction with the effect of
the capitalization and earnings of NU's EWGs and FUCOs, would not have a
material adverse effect on the financial integrity of the NU system, or an
adverse impact on NU's public-utility subsidiaries, their customers, or the
ability of State commissions to protect such public-utility customers. The
Rule 53(c) Order was predicated, in part, upon an assessment of NU's overall
financial condition which took into account, among other factors, NU's
consolidated capitalization ratio and its retained earnings, both of which have
improved since the date of the order.  NU's EWG investment (it has no FUCO
investment) has been profitable for the periods beginning March 7, 2000 and
ending March 31, 2000, June 30, 2000, September 30, 2000, and December 31, 2000,
respectively.  As of December 31, 1999, the most recent period for which
financial statement information was evaluated in the Rule 53(c) Order, NU's
consolidated capitalization consisted of 35.3% common equity and 64.7% debt
(including long and short-term debt, preferred stock, capital leases and
guarantees).  As of June 30, 2000, the end of the first quarter after the
issuance of the Rule 53(c) Order, the consolidated capitalization ratios of NU,
with consolidated debt including all short-term debt and non-recourse debt of
the EWG was as follows:

                                       As of June 30, 2000
                               (thousands                  %
                               of dollars)

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

The consolidated capitalization ratios of NU as of September 30, 2000, with
consolidated debt including all short-term debt and non-recourse debt of the
EWG was as follows:

                                       As of September 30, 2000
                               (thousands                  %
                               of dollars)


Common shareholders' equity     2,413,785                37.9
Preferred stock                   277,700                 4.3
Long-term and short-term debt   3,683,667                57.8
                                6,375,152               100.0

The consolidated capitalization ratios of NU as of December 31, 2000, with
consolidated debt including all short-term debt and non-recourse debt of the
EWG was as follows:

                                       As of December 31, 2000
                               (thousands                  %
                               of dollars)

Common shareholders' equity     2,218,583               36.1
Preferred stock                   276,968                4.5
Long-term and short-term debt   3,653,843               59.4
                                6,149,394              100.0


     NU's consolidated retained earnings have decreased from $581.8 million
as of December 31, 1999 to $495.9 million as of December 31, 2000.  NU's
interest in NGC (its only EWG or FUCO) has made a positive contribution to
earnings in that time by contributing $26.4 million to NU's retained earnings
with revenues of $108.5 million and net income of $26.4 million.  Accordingly,
since the date of the Rule 53(c) Order, the capitalization and earnings
attributable to NU's investments in EWGs and FUCOs has not had an adverse
impact on NU's financial integrity.

ITEM 6. Exhibits and Financial Statements

    13. The following exhibits and financial statements are filed herewith:

    (a) Exhibits

    B.1 Form of Title Transfer Agreement*

    D.1 Application to Connecticut Department of Public Utility Control
        ("DPUC")*

    D.2 Order of the DPUC*

    D.3 Joint request to DPUC*

    D.4 Order of the DPUC**

    D.5 Application to Federal Energy Regulatory Commission**

    D.6 Order of Federal Energy Regulatory Commission**

    E.  Map***

    F. Opinion of Counsel**

    H  Form of Notice*

    I. Journal Entries to Record Effect of Sale**

* Filed with the original Application/Declaration
** Filed with this Amendment No. 1.
*** Filed with this Amendment No. 1 under cover of Form SE.

   (b) Financial Statements

    See Paragraph 4 of Item I above

[FN]

<F1> The provision for depreciation is calculated using the straight-line
method based on the estimated remaining useful lives of depreciable utility
plant-on-service, adjusted for salvage value and removal costs, as approved
by the appropriate regulatory agency where applicable.  Except for major
facilities, depreciation rates are applied to the average plant-in-service
during the period.  Major facilities are depreciated from the time they are
placed in service.  When plant is retired from service, the original cost of
the plant, including costs of removal less salvage, is charged to the
accumulated provision for depreciation.  The costs of closure and removal
of nonnuclear facilities are accrued over the life of the plant as a
component of depreciation.

<FN/>

<PAGE>

                                   SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of 1935,
the undersigned companies have duly caused this amendment to be signed on their
behalf by the undersigned officer or attorney thereunto duly authorized.


Date:  April 19, 2001

                                  NORTHEAST UTILITIES


                                  By:  /S/ Randy A. Shoop
                                  Randy A. Shoop
                                  Its Assistant Treasurer - Finance

                                  THE CONNECTICUT LIGHT AND POWER COMPANY


                                  By: /S/ Randy A. Shoop
                                  Randy A. Shoop
                                  Its Treasurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT D.4 ORDER OF THE DPUC
<TEXT>



Exhibit D.4

                          STATE OF CONNECTICUT
                  DEPARTMENT OF PUBLIC UTILITY CONTROL
                          TEN FRANKLIN SQUARE
                         NEW BRITAIN, CT 06051



DOCKET NO. 99-06-27RE01, 83-07-12RE02 & 85-05-13RE02

APPLICATION OF THE CONNECTICUT RESOURCES RECOVERY AUTHORITY FOR APPROVAL OF
CONDEMNATION OF PROPERTY OF THE CONNECTICUT LIGHT AND POWER COMPANY - CHANGES
TO AGREEMENT, PETITION OF CONNECTICUT RESOURCES RECOVERY AUTHORITY FOR
DECLARATORY RULING PERTAINING TO THE MID-CONNECTICUT PROJECT - CHANGES TO
AGREEMENT & THE CONNECTICUT LIGHT AND POWER COMPANY'S PETITION FOR APPROVAL
OF CERTAIN CONTRACTS AND TRANSACTIONS ASSOCIATED WITH THE MID-CONNECTICUT
REFUSE TO ENERGY PROJECT - CHANGES TO AGREEMENT




                           January 31, 2001

                   By the following Commissioners:


                           Jack R. Goldberg
                         John W. Betkoski, III
                           Donald W. Downes




                               DECISION




I. INTRODUCTION

A. SUMMARY

In this Decision, the Department of Public Utility Control approves the
request of The Connecticut Light and Power Company and the Connecticut
Resources Recovery Authority to amend the Agreement concerning the sale of
property at the South Meadows Station electric generation plant in Hartford.
The Buydown Agreement for electric energy production from the refuse-to-
energy project is also amended.  The Department allows the transfer of
property to CRRA by CL&P by a deed in lieu of condemnation.  CL&P will retain
a 10.45 acre parcel for its existing switchyard and electric equipment
storage area and CRRA will have an option to purchase the fee interest in the
electrical storage area and switchyard.  The Department authorizes changes to
the Buyout Agreement, including a $7.9 million buydown payment reduction
for the year 2000, and a $21,667 per day decrease in CL&P's buydown payment
beginning 1/1/01 and ending at the closing.  The minimum and maximum purchase
and sale obligations will be stated in annual megawatt-hours and measured
consistent with CRRA's fiscal year.  Also, Enron Power Marketing, Inc. will
purchase steam from the plant.

B. BACKGROUND

By Decision dated September 1, 1999, in Docket No. 99-06-27, the Department
of Public Utility Control (Department) approved the acquisition by the
Connecticut Resources Recovery Authority (CRRA), through condemnation, of The
Connecticut Light and Power Company's (CL&P) South Meadow Station in
Hartford.  By Decision dated January 12, 2000, in Docket Nos. 83-07-12RE01
and 85-05-13RE01, the Department approved the joint request of CRRA and CL&P
(together, Applicants) for CL&P's buydown of the electric purchase agreement
between the Applicants related to the refuse-to-energy project located at the
South Meadows in Hartford, Connecticut.

By letter dated November 13, 2000, the Applicants request that the Department
approve the following limited changes to the Agreement to transfer specific
CL&P property and the Buydown Agreement:

1. Authorize CL&P, pursuant to Section 16-43 of the General
Statutes of Connecticut, to tender a deed to CRRA in lieu of
condemnation;

2. Authorize CL&P to retain fee ownership of the electrical
equipment storage area and the switchyard on the Property and
CRRA will have an option to purchase the fee interest in the
electrical storage area and switchyard;

3. Approve a mechanism, described on Exhibit 1,  to adjust
CL&P's buydown payment based on when the closing occurs;

4. Approve the obligations under the new electricity purchase
agreement (New EPA) to be based on the Project's annual megawatt
hour output, rather than on its hourly capacity;

5. Measure the sales and purchase requirements on CRRA's
fiscal year (July 1 to June 30) basis, and

6. Approve Enron Power Marketing, Inc. (Enron) to assume the
role contemplated for Connecticut Steam Corporation (CSC) in the
memorandum of understanding (MOU).


C. CONDUCT OF THE PROCEEDING

Pursuant to a Notice of Reopened Hearing dated January 8, 2001, the
Department held a public hearing in this matter in its offices, Ten Franklin
Square, New Britain, CT 06051, January 18, 2001.  The hearing was continued
to January 22, 2001.  The January 22, 2001 hearing was cancelled. By Notice
of Close of Hearing dated January 25, 2001 the hearing was closed in this
matter.

The Department issued a draft Decision in this matter on January 24, 2001.
All parties were provided an opportunity to file written exceptions on the
draft Decision.

D.  PARTIES AND INTERVENORS

The Department recognized The Connecticut Light and Power Company, P.O.
Box 270, Hartford, CT 06141-0270; The Connecticut Resources Recovery
Authority, 179 Allyn Street, Hartford, CT 06103; and the Office of Consumer
Counsel, Ten Franklin Square, New Britain, CT 06051, as parties to this
proceeding.

II.  DEPARTMENT ANALYSIS

The Applicants stated they have negotiated definitive documents to implement
the transfer of property and the Buydown Agreement for the South Meadows
refuse -to- energy project in Hartford.  A number of changes were made to the
MOU's but these changes do not alter the basic structure, the substance or
the economics of the transaction.  Applicants Letter, 11/13/00.

A.  PROPERTY TRANSFER AGREEMENT CHANGES

The Applicants claim that by CL&P tendering a deed to CRRA in lieu of
condemnation, the transaction would be substantially simplified, would occur
faster and reduce the cost of the transfer of the property. CRRA's executive
officer testified that title to the property has been thoroughly reviewed and
they do not see any further title issues.  Tr. 1/18/01, pp. 14-15.  None of
the substantive terms of the property transfer would change as a result of
this change in form.  Applicants Letter, 11/23/00, pg. 1.  The transfer would
not be delayed due to acquiring the necessary local zoning approvals to
divide the property.  Response to Interrogatory EL-2.  The Department
agrees with the Applicant's claim and approves CL&P's tendering a deed to
CRRA in lieu of condemnation.

The property transaction involves a land acquisition of 79.9 acres.  Decision
99-06-27, p. 1.  The storage area encompasses 6.98 acres and the substation
area which contains a 23 kV distribution substation and a 115 kV switch yard,
contains 3.47 acres.  Late Filed Exhibit No. 1, Substation and Storage Area
Option Agreement by and Between The Connecticut Light and Power Company
(Optionor) and Connecticut Resources Recovery Authority (Optionee), 12/22/00,
Exhibits C and B.

The Applicants requested that CL&P retain fee ownership of the electrical
equipment storage area and the switchyard area on the Property rather than
transferring title to CRRA at this time.  CRRA will continue to assume the
past environmental liabilities for this area at and after the closing.
Applicants Letter, 11/23/00 and Tr. 1/18/01, p. 12.  Instead of taking title
to this area at the closing, CRRA will have an option to purchase the fee
interest in the electrical equipment storage area.  Also, there is a similar
option for the fee interest in the switchyard area, which CRRA has decided to
have CL&P retain at this time as described in CRRA's Application in
Docket No. 99-06-27 for $1, provided that it obtains required land use
approvals.  This arrangement for the electrical equipment storage area will
avoid the potential need for land use approvals at this time and postpone
CL&P's need to relocate this equipment storage area.  Response to
Interrogatory EL-2.  The Department finds that this request
is a resourceful action to close the transaction without delay and provide
CL&P time to efficiently relocate its stored materials to a more logistical
site.

B. BUYDOWN AGREEMENT CHANGES

The Applicants developed a mechanism to adjust CL&P's buydown payment
based on when the closing occurs.  The mechanism reduces CL&P's buydown
payment to reflect an estimate of payments for electricity made by CL&P at
the full EPA rate between the date the buydown had been expected to occur and
the closing.  The mechanism is described on Exhibit 1.  Applicants Letter,
11/23/00.

The Department allowed a prepayment of $290 million based on the New EPA
rates effective on 1/1/00.  The proposed mechanism to adjust the buydown
payment at closing now assumes a closing on 1/1/01.  The buydown payment will
be reduced by $7.9 million due to year 2000 cost savings under the New EPA
exceeding the interest cost on the buydown payment and the electric
generating facility carrying costs.  The mechanism also results in a
reduction of $21,667 per day for customers beginning 1/1/01 through closing
and has no additional obligations. Applicants 11/23/00 Letter
Exhibit 1. The Department finds that the proposed mechanism will reduce
stranded costs and approves the closing adjustment mechanism contained in
Exhibit 1.

The Applicants requested that the purchase and sale obligations under the New
EPA be based on the Project's annual megawatt hour output, rather than on its
hourly capacity.  Under the MOU, a CRRA designee would be obligated to sell
and CL&P would be obligated to buy a minimum of 35 megawatts (MW) per hour
and a maximum of 62 MW per hour.  The Applicants propose that the annual
minimum and maximum purchase and sale obligation become 250,000 MWh and
500,000 MWh, respectively with an hourly cap of 67 MW until May 31, 2012.
These changes could result in CL&P purchasing more electricity from the
Project at the lower rates listed in Schedule B to the MOU, thereby
benefiting CL&P customers. The Department finds that this change
clarifies the obligation, and makes it easier to measure the purchase and
sale of electricity.  The Department's review of Exhibit 1 finds that the
change in the maximum limit could increase the plant's annual volume to CL&P
by 13 percent at low price, thereby providing additional savings to electric
customers.  Therefore, the Department approves the proposed change to state
the purchase and sale obligations under the New EPA in MWh.

The Applicants requested to measure the sales and purchase requirements on
CRRA's fiscal year basis, which is July 1 to June 30.  The Department finds
this is an administrative matter and does not affect CL&P customers.  The
Department approves this request to measure the sales and purchase
requirements on CRRA's fiscal year basis.

The Applicants have contracted with Enron Power Marketing, Inc. (Enron) to
assume the role contemplated for Connecticut Steam Corporation (CSC) in the
MOU.  The MOU approved in the Buydown Decision required CL&P and a
corporation to be designated by CRRA, called Connecticut Steam Corporation
(CSC), to enter into the New EPA.  The New EPA contemplated by the MOU will
be implemented through two CL&P electricity purchase agreements, one with
CRRA and the other with Enron.  As a result, CL&P's obligation under the
existing Energy Purchase Agreement will be assigned to Enron.  Response to
Interrogatory EL-8.  Since this is consistent with the Buydown decision, the
Department approves of assuming the obligations of CSC and CL&P under the
existing Energy Purchase Agreement.

III. FINDINGS OF FACT

1. CL&P's tendering a deed to CRRA in lieu of condemnation will expedite the
property transfer.

2. CL&P will retain a 10.45 acre parcel for an existing switchyard and
electrical equipment storage area subject to a CRRA option to purchase such
properties.

3. CRRA will continue to assume the past environmental liabilities for the
existing switchyard and electrical equipment storage area after the closing.

4. The buydown payment will be reduced by $7.9 million due to cost savings
occurring during the year 2000.

5. The closing adjustment mechanism will result in a reduction of $21,667 per
day beginning 1/1/01 and continuing until closing.


IV.  CONCLUSION AND ORDERS

A. CONCLUSION

The Department hereby approves the limited changes to the Agreement to
transfer specific CL&P property and the Buydown Agreement, identified in the
Applicants 11/23/00 letter, as proposed.  The Department also approves the
closing mechanism adjustment contained in Exhibit 1.  Orders No. 3 and No. 4
in Docket No. 99-06-27 related to the reporting of a condemnation are
deleted.

B. ORDER

For the following Order, submit an original and 4 copies of any requested
material to the Executive Secretary, identified by Docket Number, Title and
Order Number.

1. The Company shall file with the Department the journal entries of the
transactions within 30 days of the closing.

<PAGE>


DOCKET NO. 99-06-27RE01,83-07-12RE02 & 85-05-13RE02

APPLICATION OF THE CONNECTICUT RESOURCES RECOVERY AUTHORITY FOR
APPROVAL OF CONDEMNATION OF PROPERTY OF THE CONNECTICUT LIGHT AND POWER
COMPANY - CHANGES TO AGREEMENT, PETITION OF CONNECTICUT RESOURCES
RECOVERY AUTHORITY FOR DECLARATORY RULING PERTAINING TO THE MID-CONNECTICUT
PROJECT - CHANGES TO AGREEMENT & THE CONNECTICUT LIGHT AND POWER COMPANY'S
PETITION FOR APPROVAL OF CERTAIN CONTRACTS AND TRANSACTIONS ASSOCIATED
WITH THE MID-CONNECTICUT REFUSE TO ENERGY PROJECT - CHANGES TO AGREEMENT

This Decision is adopted by the following Commissioners:



Jack R. Goldberg

John W. Betkoski, III

Donald W. Downes





                             CERTIFICATE OF SERVICE

     The foregoing is a true and correct copy of the Decision issued by the
Department of Public Utility Control, State of Connecticut, and was forwarded
by Certified Mail to all parties of record in this proceeding on the date
indicated.



Louise E. Rickard
Acting Executive Secretary
Department of Public Utility Control

Date:  2/1/01

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EXHIBIT D.5 APPLICATION TO FEDERAL ENERGY REGULATORY
                    COMMISSION
<TEXT>



Exhibit D.5



                            UNITED STATES OF AMERICA
                                   BEFORE THE
                      FEDERAL ENERGY REGULATORY COMMISSION



THE CONNECTICUT LIGHT AND POWER         )          Docket Nos. EC01-
COMPANY                                 )                      ER01-






               APPLICATION SEEKING AUTHORIZATION FOR THE SALE OF
              JURISDICTIONAL FACILITIES, FILING FOR ACCEPTANCE OF
              RELATED INTERCONNECTION AND OPERATION AGREEMENT, AND
                          REQUEST FOR EXPEDITED TREATMENT














                                                 David B. Raskin
                                                 Viet H. Ngo
                                                 Jeffrey S. Burk
                                                 Steptoe & Johnson LLP
                                                 1330 Connecticut Avenue, N.W.
                                                 Washington, D.C. 20036

                                                 Counsel for The Connecticut
                                                 Light and Power Company

<PAGE>

                                  TABLE OF CONTENTS


I.    INTRODUCTION

II.   EFFECTIVE DATE

III.  BACKGROUND

IV.   DESCRIPTION OF THE PARTIES

        A. DESCRIPTION OF APPLICANT

        B. DESCRIPTION OF CRRA

        C. CONNECTICUT RESTRUCTURING PROGRAM

V.    DESCRIPTION OF THE PROPOSED TRANSACTION

        A.  RELEVANT AGREEMENTS

        B.  DESCRIPTION OF JURISDICTIONAL FACILITIES BEING TRANSFERRED

VI.   THE PROPOSED DISPOSITION OF FACILITIES IS CONSISTENT WITH THE PUBLIC
      INTEREST

        A.  THE TRANSACTION WILL HAVE NO ADVERSE EFFECT ON COMPETITION

        B.  THE TRANSACTION WILL HAVE NO ADVERSE EFFECT ON RATES

        C.  THE TRANSACTION WILL NOT IMPAIR THE EFFECTIVENESS OF REGULATION

VII.  INFORMATION REQUIREMENTS PURSUANT TO SECTION 33.2 OF THE
      COMMISSION'S REGULATIONS

             (a)  Section 33.2(a).  The exact name and address of the
                  principal business office of the applicants.

             (b)  Section 33.2(b).  Name and address of the persons
                  authorized to receive notices and communications with
                  respect to the application.

             (c)  Section 33.2(c).  Designation of the territories served,
                  by counties and states.

             (d)  Section 33.2(d).  A general statement briefly describing
                  the facilities owned or operated for transmission of
                  electric energy in interstate commerce or the sale
                  of electric at wholesale in interstate commerce.

             (e)  Section 33.2(e).  Whether the application is for
                  disposition of facilities by sale, lease, or otherwise,
                  a merger or consolidation of facilities, or for purchase
                  or acquisition of securities of a public utility, also a
                  description of the consideration, if any, and the method
                  of arriving at the amount thereof.

             (f)  Section 33.2(f).  A statement of facilities to be
                  disposed of, consolidated, or merged, giving a
                  description of their present use and of their proposed
                  use after disposition, consolidation, or merger.  State
                  whether the proposed disposition of facilities or plan
                  for consolidation or merger includes all the operating
                  facilities of the parties to the transaction.

             (g)  Section 33.2(g).  A statement (in the form
                  prescribed by the Commission's Uniform System of
                  Accountsfor Public Utilities and Licensees) of the
                  cost of the facilities involved in the sale, lease,
                  or other dispositionor merger or consolidation.
                  If original cost is not known,an estimate of original
                  cost based, insofar as possible,upon records or data
                  of the applicant or its predecessors
                  must be furnished, together with a full explanation
                  of themannerin which such estimate has been made,
                  and a description and statement of the present
                  custody of all existing pertinent
                  data and records.

             (h)  Section 33.2(h).  A statement as to the effect of
                  proposed transaction upon any contract for the
                  purchase, sale, or interchange of electric energy.

             (i)  Section 33.2(i).  A statement as to whether or not
                  any application with respect to the transaction or any
                  part thereof is required to be filed with any other
                  federal or state regulatory body.

             (j)  Section 33.2(j).  The facts relied upon by the
                  applicants to show that the proposed disposition,
                  merger, or consolidation of facilities or acquisition
                  of securities will be consistent with the public
                  interest.

             (k)  Section 33.2(k).  A brief statement of franchises held,
                  showing date of expiration if not perpetual.

             (l)  Section 33.2(l).  Form of notice.

VIII. REQUIRED EXHIBITS UNDER SECTION 33.3 OF THE COMMISSION'S
      REGULATIONS

IX.   FILING FOR ACCEPTANCE OF I&O AGREEMENT PURSUANT TO SECTION 205 OF
      THE FPA

X.    REQUEST FOR EXPEDITED APPROVAL WITHOUT HEARING


                                  ATTACHMENTS

Attachment A         Statement of the Measure of Control

Attachment B         Agreements Related to the Transaction

Attachment C         Form of Notice


<PAGE>

                            UNITED STATES OF AMERICA
                                  BEFORE THE
                      FEDERAL ENERGY REGULATORY COMMISSION



THE CONNECTICUT LIGHT AND                   )     Docket Nos. EC01-
POWER COMPANY                               )                 ER01-






                APPLICATION SEEKING AUTHORIZATION FOR THE SALE OF
              JURISDICTIONAL FACILITIES, FILING FOR ACCEPTANCE OF
              RELATED INTERCONNECTION AND OPERATION AGREEMENT, AND
                        REQUEST FOR EXPEDITED TREATMENT


I. INTRODUCTION

   Pursuant to Sections 203 and 205 of the Federal Power Act ("FPA")<F1>
and Parts 33 and 35 of the Commission's regulations <F2>, The Connecticut Light
and Power Company ("CL&P" or "Applicant") hereby seeks approval pursuant to
Section 203 for the transfer by CL&P to Connecticut Resources Recovery
Authority ("CRRA")<F3> of certain jurisdictional transmission facilities
associated with the South Meadow station, an approximately 250-MW plant
consisting of two steam turbines and four jet turbine sets located in
Hartford, Connecticut, which CL&P is selling to CRRA.   CL&P also requests
acceptance for filing pursuant to Section 205 of an Interconnection and
Operation Agreement ("I&O Agreement") by and between CL&P and CRRA.  As
demonstrated herein, the transaction will have no adverse effect on
competition, rates, or regulation, and will be consistent with the public
interest.  In addition, the rates, terms, and conditions contained in the I&O
Agreement filed herewith are just and reasonable and should be accepted for
filing under FPA Section 205 without modification or condition.

II. EFFECTIVE DATE

   CL&P has a contractual obligation to secure an effective date of no
later than February 28, 2001, in order to consummate the sale.  Regulatory
approvals are necessary to secure the effective date by that time.
Accordingly, CL&P respectfully requests expedited treatment of this
application.  To permit the parties to close the transaction as scheduled,
CL&P respectfully requests the Commission to grant Section 203 approval of
this transaction and accept for filing under Section 205 the I&O Agreement
included herewith by no later than February 28, 2001.

III. BACKGROUND

   Pursuant to Connecticut's Act Concerning Electric Restructuring <F4>
and a divestiture plan approved by the Connecticut Department of Public
Utility Control("DPUC")<F5>, Applicant was required to unbundle and dispose
all of its generating assets from its transmission and distribution functions,
which it intended to do by public auction.  CL&P's South Meadow facility
includes steam turbines that accept steam produced by CRRA's municipal solid
waste processing facility adjacent to the turbines on the South Meadow site.
Due to the possibility of a third party acquiring South Meadow land and
generating assets at public auction, CRRA initiated a condemnation action
("taking"), approved by DPUC, to acquire South Meadow generating assets and
land.  Under the threat of the taking, Applicant and CRRA agreed to the sale
of certain South Meadow generating facilities and land pursuant to a Title
Transfer Agreement, dated December 22, 2000.

   The authorization requested in this Application is thus consistent
with the public interest in that it would support CRRA's refuse-disposal and
recycling efforts while permitting Applicant to divest generating assets in
accordance with the requirements of Connecticut restructuring legislation and
DPUC orders.

IV. DESCRIPTION OF THE PARTIES

   A. Description Of Applicant

      CL&P is an operating utility subsidiary of Northeast Utilities
("NU"), a registered public utility holding company under Section 79e(a) of
the Public Utility Holding Company Act of 1935 ("PUHCA")<F6>.   CL&P owns and
operates generation, transmission and distribution facilities and provides
retail service to approximately 1.1 million customers in the state of
Connecticut.  CL&P has already completed the divestiture of virtually all of
its non-nuclear generation capacity <F7>  and will divest its nuclear assets
before January 1, 2004. <F8>

   In addition to CL&P, NU has wholly owned operating utility
subsidiaries in Massachusetts and New Hampshire.  CL&P and the other NU
Operating Companies are "public utilities" under the FPA, owning
approximately 3,000 circuit miles of transmission lines. <F9> The NU Operating
Companies provide open access transmission services over pool transmission
facilities ("PTF") under the New England Power Pool ("NEPOOL") Open Access
Transmission Tariff and over non-PTF under NU Operating Companies Tariff No.
9 ("Tariff No. 9").  Applicant and the other NU Operating Companies are
authorized by the Commission to sell wholesale power at market-based rates.
<F10>

   B. Description of CRRA

   CRRA is a body politic and corporate constituting a public
instrumentality and political subdivision of the State of Connecticut
established by statute for the performance of essential public and
governmental functions.  CRRA operates various waste-disposal and recycling
facilities throughout the State of Connecticut.  CRRA owns and operates
refuse- and coal-fired boilers at South Meadow that consume up to 2,000
pounds of waste per day from CRRA's Mid-Connecticut Resource Recovery
Facility ("Mid-Connecticut").  These facilities generate the steam equivalent
of up to 68.5 MWs, and their steam output has historically been sold to
Applicant under a long-term DPUC-approved Energy Purchase Agreement.  CRRA's
steam is then used in CL&P's turbine generators to provide electricity.
CRRA's steam-generating facilities and Mid-Connecticut are located at the
South Meadow site, which Applicant leases to CRRA.  The South Meadow and Mid-
Connecticut operations are part of CRRA's recycling and refuse disposal plan
under the Connecticut Solid Waste Management Services Act.<F11>  CRRA has
developed, financed, and participated in the operation of the other waste to
energy plant facilities in Connecticut.

   C. Connecticut Restructuring Program

   On April 29, 1998, the state of Connecticut enacted comprehensive
electric utility restructuring legislation to promote retail electric
competition in the state.  The legislation allows for the recovery of
stranded costs and mandates the functional separation of competitive and
regulated businesses.  As a result of the restructuring legislation and
implementing orders of the DPUC, all retail customers in Applicant's service
territory are now free to choose their own suppliers of electric power.  In
addition, in order to reduce stranded costs recoverable from retail customers
under the restructuring legislation, Applicant has already divested non-
nuclear generation and is required to divest nuclear generating assets by
January 1, 2004.

   As noted, CRRA's refuse- and coal-fired steam generating facilities
at South Meadow generate the steam equivalent of up to 68.5 MW by using
processed refuse from Mid-Connecticut.  Applicant has historically operated
South Meadow in conjunction with CRRA's steam-generation facilities and
Applicant's rights and obligations to  purchase the steam output of those
facilities.  In light of the relationship between CRRA and Applicant's
generating facilities, CRRA was concerned that divestiture of South Meadow to
a third party would have a detrimental impact on CRRA's South Meadow and Mid-
Connecticut operations and interfere with its recycling and refuse-disposal
plan.  Consequently, CRRA sought and received DPUC approval for the taking.
<F12>

V. DESCRIPTION OF THE PROPOSED TRANSACTION

   A. Relevant Agreements

   Under threat of the taking, Applicant and CRRA entered into the
Title Transfer Agreement, which establishes the price and other terms and
conditions of the transaction.  Applicant and CRRA have agreed to a price for
South Meadow of $10 million. <F13>   Applicant will retain at the South Meadow
certain easements for transmission and distribution facilities, including
associated communications equipment.  CRRA will assume all environmental
liabilities relating to actual or alleged contamination at the South Meadow
site.  Among other things, CRRA will be responsible for remediation
activities that may be necessary to address the presence or release of
hazardous substances and will take responsibility for such monitoring and
investigation of contamination as may be required.

   Applicant and CRRA also entered into the I&O Agreement that sets
forth the terms and conditions under which South Meadow will remain
interconnected with Applicant's transmission system after the transaction.
The I&O Agreement is described in greater detail in infra Part VII.  Through
two new electricity purchase agreements, CL&P will continue to purchase the
electrical output of the South Meadow facilities.  Under a related
Electricity Generating Agreement, CRRA will sell the first 250,000,000 kWh of
South Meadow's output per contract year to Enron Power Marketing, Inc.
("EPM"), which in turn will resell the 250,000,000 kWh to Applicant pursuant
to another Electricity Purchase Agreement, which runs through May 31, 2012.
<F14>   Under a second Electricity Purchase Agreement, Applicant will purchase
from CRRA South Meadow's output in excess of 250,000,0000 kWh per contract year
through May 31, 2012.

   B. Description of Jurisdictional Facilities Being Transferred

   FPA Section 203 requires Commission approval for the disposition of
facilities subject to the Commission's jurisdiction with a value in excess of
$50,000.  Applicant owns and operates interconnection facilities associated
with South Meadow that are jurisdictional transmission facilities for
purposes of Section 203 and are being sold to CRRA. <F15> The jurisdictional
facilities being transferred consist of generator lead-line equipment,
including four generator step-up transformers, two short 115-kV overhead
lines, 115-kV bus and motor-operated disconnect switches in the generator
lead connections to CL&P's switchyard bus, and associated protective relay
and control equipment and cabling.  These jurisdictional facilities have an
aggregate value in excess of $50,000, and thus the transaction involves a
disposition of jurisdictional facilities requiring Commission approval
pursuant to Section 203 of the FPA.

VI. THE PROPOSED DISPOSITION OF FACILITIES IS CONSISTENT WITH THE PUBLIC
INTEREST

   Under Section 203 of the FPA, the Commission "shall approve" the
disposition of jurisdictional facilities if such disposition is "consistent
with the public interest."  Thus, the Commission should approve an
application under Section 203 when the applicant demonstrates that the
transaction is compatible with the public interest. <F16> As shown below, the
sale described in this application is consistent with the public interest
because it does not adversely affect competition, will not adversely affect
rates, and will not impair state or federal regulation.  Although a showing
of affirmative benefits to the public is not required under Section 203,<F17>
the sale of South Meadow will affirmatively benefit the public interest by
facilitating the divestiture of generation and furthering the restructuring
of the electric power industry in Connecticut consistent with restructuring
legislation and Applicant's divestiture plan approved by the DPUC.

   In its Merger Policy Statement,<F18>  the Commission adopted a three-
part test for evaluating whether a proposed merger or acquisition is
consistent with the public interest.  This test entails an examination of the
transaction's effects on competition, wholesale rates, and the effectiveness
of regulation by state and federal agencies.  In recent orders, the
Commission has applied this three-part test to Section 203 applications
involving the transfer of generating assets and related jurisdictional
transmission facilities.<F19>   On November 15, 2000, in its Final Rule on
Revised Filing Requirements Under Part 33 of the Commission's Regulations,
the Commission reaffirmed its reliance on the three-part test in evaluating
Section 203 applications.<F20>

   A. The Transaction Will Have No Adverse Effect on Competition

   The transaction will have no adverse effect on competition because
it involves the transfer of generation facilities from Applicant, which,
together with its affiliates, still owns substantial generating assets, to an
entity, CRRA, that owns or operates only a few generating assets with a net
generating capacity of 110 MWs.<F21>   Moreover, the sale to CRRA is part of a
broader divestiture by Applicant and NU's other operating companies of all
their generating assets that will significantly reduce the shares of
generating capacity held by such companies in NEPOOL.  In short, the
transaction will have no adverse effect on competition.

   B. The Transaction Will Have No Adverse Effect on Rates

   The Commission's primary concern under this element of its analysis
is "the protection of wholesale ratepayers and transmission customers."<F22>
CRRA does not have any captive wholesale or retail ratepayers and does not
have any transmission customers.  Applicant is a seller under various
wholesale sales contracts on file with the Commission.  The transaction does
not involve the transfer or alteration of any such contracts or the sale of
generating units linked to sales under such contracts.  Consequently, the
sale of South Meadow to CRRA will have no effect on existing wholesale
customers.  Nor will the transaction have any effect on transmission rates.
None of the jurisdictional facilities being transferred to CRRA are currently
rolled into or otherwise included in the calculation of transmission rates
charged under Tariff No. 9 or the NEPOOL Open Access Transmission Tariff.

   C. The Transaction Will Not Impair the Effectiveness of
Regulation

   The Commission focuses on two issues in deciding whether a proposed
transaction could impair effective regulation: whether the transaction would
shift regulatory authority from the Commission to the Securities and Exchange
Commission ("SEC") or otherwise diminish Commission authority and whether
affected states have the authority to act on the proposed sale transaction.
<F23> Neither of these concerns exist here.

   The transaction will not impair Commission regulation of the
jurisdictional facilities at issue in this application.  The transaction does
not involve the formation of a new registered holding company system and thus
will not result in a transfer of regulatory authority from the Commission to
the SEC.  To the extent the Commission is concerned about the transfer of
generation assets to a non-jurisdictional entity, Applicant notes that CRRA's
arrangements with Applicant and EPM significantly mitigate the impact that
the transaction might have on the Commission's ability to regulate wholesale
sales from these facilities.  The output of South Meadow will be sold to
Applicant for resale, which the Commission will be able to regulate under
Applicant's market-based rate tariff.  As the Commission observed under
similar circumstances involving the transfer of jurisdictional facilities to
another non-jurisdictional entity, the end result may be a net increase in
the Commission's jurisdiction.<F24>

   Similarly, state regulatory authority will not be impaired by the
proposed transaction.  Not only does the transaction involve the direct
exercise of state authority by the CRRA, but acquisition of the facility by
CRRA's condemnation powers was approved by the DPUC, which has the
responsibility to protect the interests of Connecticut retail electric
customers.  This Commission's approval of the disposition of jurisdictional
facilities will enable the CRRA and the DPUC to fulfill their statutory
responsibilities under Connecticut environmental and restructuring
legislation, respectively.

VII. INFORMATION REQUIREMENTS PURSUANT TO SECTION 33.2 OF THE COMMISSION'S
REGULATIONS

   Applicants are submitting the following information pursuant to the
filing requirements in 18 C.F.R. Section 33.2 (2000).

   (a) Section 33.2(a).  The exact name and address of the principal business
       office of the applicants.

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


   (b) Section 33.2(b).  Name and address of the persons authorized to receive
       notices and communications with respect to the application.

Monique Rowtham-Kennedy                     David B. Raskin
Northeast Utilities Service Company         Steptoe & Johnson LLP
P.O. Box 270                                1330 Connecticut Avenue N.W.
Hartford, CT 06141                          Washington, DC 20036
(860) 665-5000                              (202) 429-6245
(860) 665-5504 (fax)                        (202) 429-3902 (fax)
rowthm@nu.com                               draskin@steptoe.com


   (c) Section 33.2(c).  Designation of the territories served, by counties and
       states.

    Applicant's distribution service territory includes all or part of
every county in the state of Connecticut.

   (d) Section 33.2(d).  A general statement briefly describing the facilities
       owned or operated for transmission of electric energy in interstate
       commerce or the sale of electric at wholesale in interstate
       commerce.

   Applicant owns and operates transmission facilities located in
Connecticut.  Applicant's transmission facilities consist of approximately
1,597 circuit miles of overhead transmission and approximately 48 miles of
underground transmission operated at voltages of 69 kV, 115 kV, and 345 kV,
with a net book value of $269 million.

   (e) Section 33.2(e).  Whether the application is for disposition of
       facilities by sale, lease, or otherwise, a merger or consolidation
       of facilities, or for purchase or acquisition of securities of a
       public utility, also a description of the consideration, if any,
       and the method of arriving at the amount thereof.

   The facilities are being disposed of by sale.  Applicant seeks
authorization for the transfer of the facilities described in supra Part V.B.
Consideration for the proposed transaction is described in supra Part V.A.

   (f) Section 33.2(f).  A statement of facilities to be disposed of,
       consolidated, or merged, giving a description of their present use
       and of their proposed use after disposition, consolidation, or
       merger.  State whether the proposed disposition of facilities or
       plan for consolidation or merger includes all the operating
       facilities of the parties to the transaction.

   The jurisdictional facilities being disposed of are described in
supra Part V.B.  After the disposition, these facilities will continue to be
used for the generation and sale of electric energy.  These facilities are
currently used to interconnect South Meadow generating facilities to
Applicant's transmission system at South Meadow.  It is anticipated that the
sale will not affect the use of these jurisdictional facilities.

   (g) Section 33.2(g).  A statement (in the form prescribed by the Commi-
       ssion's Uniform System of Accounts for Public Utilities and Licensees)of
       the cost of the facilities involved in the sale, lease, or other
       disposition or merger or consolidation.  If original cost is not
       known, an estimate of original cost based, insofar as possible,
       upon records or data of the applicant or its predecessors must be
       furnished, together with a full explanation of the manner in which
       such estimate has been made, and a description and statement of the
       present custody of all existing pertinent data and records.

   As discussed in infra Part VIII, applicants seek waiver of the
requirement to file a statement of the costs of the facilities involved in
the proposed transaction consistent with the Commission's Uniform System of
Accounts.

   (h) Section 33.2(h).  A statement as to the effect of proposed transaction
       upon any contract for the purchase, sale, or interchange of
       electric energy.

   As discussed in supra Part VI.B, the proposed transaction will have
no effect on any jurisdictional contract for the purchase, sale, or
interchange of electric energy.

   (i) Section 33.2(i).  A statement as to whether or not any application with
       respect to the transaction or any part thereof is required to be
       filed with any other federal or state regulatory body.

   As noted, CRRA obtained approval from the DPUC for the acquisition.
In addition, this transaction will require further approvals from DPUC.
Approval by the Securities and Exchange Commission on behalf of NU will also
be required under Section 12(d) of PUHCA.<F25>   Except for that approval and
those authorizations requested by this application, no other regulatory
approvals are required in connection with this transaction.

   (j) Section 33.2(j).  The facts relied upon by the applicants to show that
       the proposed disposition, merger, or consolidation of facilities or
       acquisition of securities will be consistent with the public
       interest.

   The relevant facts demonstrating that this transaction is in the
public interest are set forth in supra Part VI of this Application.

   (k) Section 33.2(k).  A brief statement of franchises held, showing date of
       expiration if not perpetual.

   Applicant has the necessary franchises and other rights to furnish
electric service in various municipalities or territories in which it
currently provides such service.

   (l) Section 33.2(l).  Form of notice.

   A form of notice of the instant application suitable for
publication in the Federal Register is included as Attachment I to this
application.  An electronic version of the notice is also provided on a
3 1/2 inch diskette in WordPerfect 5.1 for DOS.

VIII. REQUIRED EXHIBITS UNDER SECTION 33.3 OF THE COMMISSION'S REGULATIONS

   Applicant is submitting or seeking waivers of the following
exhibits pursuant to the filing requirements in 18 C.F.R. Section 33.3 (2000).
Applicant requests waiver of the requirement to include Exhibits A and
Exhibits C through G in light of the limited nature of the facilities that
are the subject of this application.  In accordance with the Exhibit B
requirement, attached hereto is a statement of measure of control or
ownership exercised by or over Applicant.  In accordance with the Exhibit H
requirement, attached hereto is a copy of the Title Transfer Agreement, I&O
Agreement, Electricity Purchase Agreements by and between Applicant and CRRA
and by and between Applicant and EPM.  Applicants request waiver of the
Exhibit I requirement due to the limited scope of the jurisdictional
facilities associated with the transaction.

   IX. FILING FOR ACCEPTANCE OF I&O AGREEMENT PURSUANT TO SECTION 205 OF THE
FPA

   The Commission has determined that generator interconnection
agreements must be filed pursuant to Section 205 of the FPA.<F26> Accordingly,
Applicant is filing, pursuant to Part 35 of the Commission's regulations, the
I&O Agreement entered into by Applicant and CRRA as part of this transaction.
This agreement sets forth the terms and conditions under which South Meadow
will remain interconnected with Applicant's transmission system after the
transaction.  Any operations and maintenance charges associated with the
interconnection facilities would be recovered in transmission rates collected
by NEPOOL under its Open Access Transmission Tariff.  Because the I&O
Agreement constitutes a rate schedule change other than a rate increase under
18 C.F.R. Section 35.13(a)(2)(iii) of the Commission's regulations, Applicant
provides, to the extent not already provided above and with the exceptions
noted below, the following information required by 18 C.F.R. Sections 35.13(b)
and 35.13(c):

   Applicant requests an effective date of February 28, 2001 for the
   I&O Agreement;

   a copy of this filing has been sent to:

   Connecticut Resources Recovery Authority
   100 Constitution Plaza
   Hartford, Connecticut  06103

   Connecticut Department of Public Utility Control
   10 Franklin Square
   New Britain, Connecticut  06051

   the proposed rate schedule change reflects the terms and conditions
   under which South Meadow will remain interconnected with PTF owned
   by Applicant;

   the reason for the rate schedule change is the transfer to CRRA of
   generating facilities interconnected with Applicant's transmission
   system;

   the requisite agreement to the proposed rate schedule change is
   evidenced by CRRA's execution of the I&O Agreement;

   no costs are being recovered under the I&O Agreement, so there are
   no costs associated with the proposed rate change that have been
   alleged or judged in any administrative proceeding to be illegal,
   duplicative or unnecessary costs that are demonstrably the product
   of discriminatory employment practices;

   the I&O Agreement will supersede the Interim I&O Agreement by and
   between Applicant and CRRA, dated May 31, 2000, that was submitted
   in Docket No. ER00-2653-000 on May 31, 2000, and accepted for
   filing by the Commission in an Unreported Letter Order Dated July
   21, 2000; neither the I&O Agreement nor the Interim I&O Agreement
   involves any rates or charges, however, so no comparison of costs
   and revenues described in 18 C.F.R. Sections 35.13(c)(1) and 35.13(c)(2)
   is possible;

   no specifically assignable jurisdictional facilities have been or
   will be installed or modified in order to supply service under the
   I&O Agreement.

X. REQUEST FOR EXPEDITED APPROVAL WITHOUT HEARING

   Applicant respectfully requests that the Commission  approve the
disposition of jurisdictional facilities associated with South Meadow on an
expedited basis and without a hearing.  The facts and supporting analysis of
competitive issues contained in this Application should be sufficient for the
Commission to find that this transaction is consistent with the public
interest, and that the terms and conditions of the I&O Agreement are just and
reasonable.  Applicant respectfully requests that the necessary approval and
acceptance be granted by February 28, 2001, so that the transaction can close
as scheduled.

XI. CONCLUSION

   For the reasons stated herein, CL&P respectfully requests that the
Commission expeditiously approve this Application under Section 203 of the
FPA and accept the related I&O Agreement for filing under Section 205 of the
FPA without modification or condition.

                                Respectfully submitted,
                                The Connecticut Light and Power Company


                                By: /S/Monique Rowtham-Kennedy
                                Monique Rowtham-Kennedy
                                Northeast Utilities Service Company
                                P.O. Box 270
                                Hartford, Connecticut  06141

                                David B. Raskin
                                Viet H. Ngo
                                Jeffrey S. Burk
                                Steptoe & Johnson LLP
                                1330 Connecticut Avenue, N.W.
                                Washington, D.C.  20036

                                Counsel for The Connecticut Light and Power
                                Company


Dated:  January 12, 2001



                          CERTIFICATE OF SERVICE

   I hereby certify that I have this day caused the foregoing
Application of The Connecticut Light and Power Company for Commission
Approval of Disposition of Assets Pursuant to Section 203 of the Federal
Power Act and Filing of Related Interconnection and Operation Agreement
Pursuant to Section 205 of the Federal Power Act, in connection with the
divestiture of generation assets, to be served upon the Connecticut Resources
Recovery Authority and the Connecticut Department of Public Utility Control.

   Dated at Washington, DC, this 12th day of January 2001.

                                      JEFFREY S. BURK
                                      Jeffrey S. Burk
                                      Steptoe & Johnson LLP
                                      1330 Connecticut Ave., N.W.
                                      Washington, D.C.   20036
                                      (202) 429-8157


<PAGE>

                              UNITED STATES OF AMERICA
                                     BEFORE THE
                        FEDERAL ENERGY REGULATORY COMMISSION



THE CONNECTICUT LIGHT AND POWER          )       Docket Nos. EC0
COMPANY                                  )                   ER0





                                  VERIFICATION
County of Hartford      )
                        )
State of Connecticut    )


Lisa J. Thibdaue, being duly sworn, deposes and says:  That she is
Vice President of Rates, Regulatory Affairs, and Compliance of Northeast
Utilities Service Company and has the authority to verify the foregoing
Application on behalf of The Connecticut Light and Power Company, that she
has read said Application, and that, to the best of her knowledge,
information and belief, all of the statements contained therein are true and
correct.

                                       ______________________________

SUBSCRIBED AND SWORN to before me
on this _____ day of January 2001.

____________________________
Notary Public

My commission expires:  _________________


 <PAGE>

                                  ATTACHMENT A

                       Statement of the Measure of Control


                     THE CONNECTICUT LIGHT AND POWER COMPANY

Statement of the Measure of Control or Ownership Exercised by or Over
               The Connecticut Light and Power Company

   The Connecticut Light and Power Company ("Applicant") is a public
utility under the Federal Power Act and is a wholly owned subsidiary of
Northeast Utilities, a registered public utility holding company under
Section 79e(a) of the Public Utility Holding Company Act of 1935.  As of the
date of this Application, there is no ownership or control by or over
Applicant as to any bank, trust company, banking association or firm that is
authorized by law to underwrite or to participate in the marketing of
securities of a public utility, or any company supplying electric equipment
to Applicant.

                                   ATTACHMENT B

                         Agreements Related to Transaction




                                    ATTACHMENT C

                                   Form of Notice


                              UNITED STATES OF AMERICA
                                     BEFORE THE
                        FEDERAL ENERGY REGULATORY COMMISSION



THE CONNECTICUT LIGHT AND POWER               )     Docket Nos. EC0
COMPANY                                       )                 ER0


                              NOTICE OF FILING

   Take notice that on January 12, 2000, The Connecticut Light and
Power Company ("Applicant") tendered for filing an Application for approval
under Section 203 of the Federal Power Act for approval of the disposition of
jurisdictional facilities that will result from the sale of certain
generating units to the Connecticut Resources Recovery Authority ("CRRA") and
for acceptance under Section 205 of the Federal Power Act an Interconnection
and Operation Agreement relating to those facilities.  Applicant requests an
effective date for the Interconnection and Operation Agreement of February
28, 2001, and states that copies of this filing are being mailed to CRRA and
the Connecticut Department of Public Utility Control.

   Any person desiring to be heard or to protest this filing should
file a petition to intervene, comments, or protest with the Federal Energy
Regulatory Commission, 888 First Street N.E., Washington, DC 20426, in
accordance with Rules 211 and 214 of the Commission's Rules of Practice and
Procedure, 18 C.F.R. Sec.Sec. 385.211, 385.214.  All petitions to intervene,
comments, or protests should be filed on or before _____.  Comments and
protests will be considered by the Commission in determining the appropriate
action to be taken, but will not serve to make protestants parties to the
proceeding.  Any person wishing to become a party must file a petition to
intervene.  Copies of the filing are on file with the Commission and are
available for public inspection.  This filing may also be viewed on the
Internet at http://www.ferc.fed.us/online/rims.htm (call 202-208-2222 for
assistance).

                              David P. Boergers
                                 Secretary



[FN]

<F1>   16 U.S.C. Sec. 824b, 824d (1994).

<F2>   18 C.F.R. Pts. 33, 35 (2000).

<F3>   As a political subdivision of the state of Connecticut under
Connecticut General Statute Section 22a-261(a) (1999), CRRA is not subject to
the requirements of Part II of the FPA.  See 16 U.S.C. Sec. 824f (1994) ("No
provision in this Part shall apply to . . . any political subdivision of a
state. . . ."); W. Ky. Energy Corp.,et al.,83 FERC  61,336 at 62,358 n.3(1998).
Consequently, CRRA has not been included as a party to this Application.

<F4>   CONN. GEN. STAT. Sec. 16-244e (1999).

<F5>   DPUC Review of The Connecticut Light and Power Company's Divestiture
Plan, Docket No. 98-10-08 (Jan. 8, 1999).

<F6>   15 U.S.C. Sec. 79e(a) (1994).

<F7>   See Conn. Light & Power Co., et al., 89 FERC Paragraph 62,119 (1999)
(granting Sec. 203 authorization for Applicant's sale of jurisdictional assets
associated with approximately 2,235 MWs of fossil-fuel generation to
various subsidiaries of NRG Energy, Inc.); Conn. Light & Power Co., et al.,
89 FERC Paragraph  62,119 (1999) (granting Sec. 203 authorization for the sale
by Applicantand another of the NU Operating Companies, Western Massachusetts
Electric Company, of jurisdictional assets associated with approximately
1,329 MWs of hydroelectric and fossil-fuel generation to their affiliate,
Northeast Generation Company).

<F8>   In Docket No. EC00-137-000, CL&P and certain other co-owners of the
Millstone nuclear units filed their application under Section 203 for the
transfer of jurisdictional facilities associated with the sale of the Millstone
Units to a subsidiary of Dominion Resources, Inc.  CL&P is in the process
of divesting its four-percent interest in the Seabrook nuclear plant.

<F9>   NU is in the process of merging with Consolidated Edison, Inc., the
parent company of Consolidated Edison Company of New York, Inc., and Orange
and Rockland Utilities, Inc.  The Commission granted Sec. 203
authorization for the merger on June 1, 2000.  Consol. Edison, Inc. and
Northeast Utils., 91 FERC Paragraph 61,225.

<F10>  Northeast Utils. Serv. Co., 87 FERC Paragraph 61,063 (1999) ("NUSCO").

<F11>  CONN. GEN. STAT. Sec.Sec. 22a-257 et seq. (1999).

<F12>  Application of the Connecticut Resources Recovery Authority for
Approval of Condemnation of Property of the Connecticut Light and Power Co.,
Decision, Docket No. 99-06-27 (Sept. 1, 1999) ("DPUC Decision").

<F13>  Applicant and CRRA had originally intended that the transfer of assets
occur prior to June 1, 2000, and had negotiated the price of $10 million
on that basis.  Because the terms of the transfer were not finalized in time,
however, Applicant and CRRA agreed to an Operating and License Agreement for
the South Meadow jets, dated May 30, 2000, that shifted certain risks and
rewards associated with South Meadow to CRRA as of June 1, 2000,
and thus avoided the need for re-negotiation of the purchase price.
As an agreement that arguably involved Applicant's provision of power in
exchange for some portion of the purchase price, fuel and other operating
costs, the Operating and License Agreementwas submitted as a service agreement
under the NU Operating Companies' market-based rate tariff on May 31, 2000,
and accepted for filing by the Commission in an Unreported Letter Order
Dated July 21, 2000, in Docket No. ER00-2653-000.

<F14>  Because of CRRA's status as a non-jurisdictional entity, the agreement
between CRRA and Enron is not jurisdictional.  See Part II of the FPA,
16 U.S.C. Sec. 824f (1994); W. Ky. Energy Corp., et al., 83 FERC Paragraph
61,336 at 62,358 n.3 (1998).  The second Electricity Purchase Agreement between
Enron and Applicant is covered under Enron's market-based rate tariff.
See Enron Power Mktg., Inc., 65 FERC 61,305 (1993) (granting EPM authority
to sell power at market-based rates in Docket No. ER94-24-000).

<F15>  See, e.g., Baltimore Refuse Energy Sys. Co. and Wheelabrator Milbury,
Inc., 40 FERC Para 61,366 at 62,117 (1987); Ky. Utils. Co., 85 FERC Para 61,274
at 62,112 n.37 (1998) (noting that the Commission's change in policy in
regard to rate-making treatment of certain interconnection facilities
"does not affect our jurisdiction for purposes of Section 203 or any other
Section of the FPA.").

<F16>  See, e.g., Pacific Power & Light v. FPC, 11 F.2d 1014, 1016-17
(9th Cir. 1940); Kan. Power & Light Co.,
54 FERC Para 61,077 at 61,251-52 (1991).

<F17>  See id.

<F18>  Inquiry Concerning the Commission's Merger Policy Under the Federal
Power Act: Policy Statement, Order No. 592, FERC Stats. & Regs. Para 30,110
(1996), reh'g order, Order No. 592-A, 79 FERC  61,321 (1997)
("Merger Policy Statement").

<F19>  See, e.g., N.Y. State Elec. & Gas Corp., 86 FERC Para 61,020
(1999); Boston Edison Co., 82 FERC Para 61,311
(1998); New England Power Co., 82 FERC Para 61,179 (1998),
order on reh'g, 83 FERC Para  61,275 (1998) ("NEP").

<F20>  Revised Filing Requirements Under Part 33 of the Commission's
Regulations: Final Rule, Order No. 642,93 FERC Para 61,164, mimeo at 4-5
(2000) ("Order 642").  According to CRRA, it currently has three power
projects located in NEPOOL: the Bridgeport project located in Bridgeport,
Connecticut (80 MW); the Southeast Connecticut project located in Preston,
Connecticut (16 MW); and the Wallingford project located in Wallingford,
Connecticut (14 MW).   CRRA's combined 110 MW from these three projects is
less than one-half of one percent of the total generation capacity in NEPOOL,
the relevant geographic market.  The sale of South Meadow to CRRA
will not have a material change in market concentration in NEPOOL.  The
Commission has recognized that a transfer of assets having only a de minimis
effect on generation market power does not raise competitive concerns
and is not inconsistent with the public interest.  See Duke Power Co. and
PanEnergy Corp., 79 FERC Para 61,236 (1997); Indeck Capital, Inc.,
Black Hills Corp., 91 FERC Para 61,287 (2000); see also Order 642, mimeo
at 84.  NEP at 61,659.

<F23>  Merger Policy Statement at 30,124-25.

<F24>  See Long Island Lighting Co., 82 FERC Para  61,129 at 61,465 (1998).

<F25>  15 U.S.C. Sec. 79l(d) (1994).

<F26>  E.g., W. Mass. Elec. Co., 63 FERC Para  61,039 (1993).

</FN>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT D.6 ORDER OF FEDERAL ENERGY REGULATORY COMMISSION
<TEXT>



Exhibit D.6

                           94 FERC Paragraph  62,177

                           UNITED STATES OF AMERICA

                      FEDERAL ENERGY REGULATORY COMMISSION

The Connecticut Light and Power Company              Docket No. EC01-57-000


                        ORDER AUTHORIZING DISPOSITION OF
                            JURISDICTIONAL FACILITIES

                           (Issued February 28, 2001)

   On January 12, 2001, The Connecticut Light and Power Company (CL&P)
filed an application pursuant to section 203 of the Federal Power Act (FPA)
<F1> for Commission authorization to transfer certain jurisdictional
facilities to Connecticut Resources Recovery Authority (CRRA).  The
jurisdictional facilities are associated with the South Meadow station,
an approximately 250-MW plant consisting of two steam turbines and four
jet turbine sets located in Hartford, Connecticut, which CL&P is selling
to CRRA. <F2>

   CL&P is an operating utility subsidiary of Northeast Utilities (NU), a
registered public utility holding company.  CL&P owns and operates
generation, transmission and distribution facilities.  It is also authorized
by the Commission to sell wholesale power at market-based rates. <F3>  In
addition to CL&P, NU has wholly-owned operating utility subsidiaries in
Massachusetts and New Hampshire.

   According to the application, CRRA is a public instrumentality and
political subdivision of Connecticut established by statute.  CRRA operates
waste-disposal and recycling facilities throughout Connecticut.  CRRA owns
and operates refuse- and coal-fired boilers at South Meadow.  CRRA's steam is
used in CL&P's turbine generators to provide electricity.

   The jurisdictional facilities being transferred include generator lead-
line equipment, including four generator step-up transformers, two 115-kV
overhead lines, a 115-kV bus and other associated equipment.  These
facilities are used to interconnect South Meadow to CL&P's transmission
system.

   According to the application, the proposed transaction is consistent
with the public interest and will not have an adverse effect on competition,
rates or regulation.  With respect to competition, CL&P states that the
proposed transaction will not adversely affect competition because CRRA
controls only limited generating assets with a net generating capacity of
just 110 MW.  CL&P states that this transaction is part of a broad
divestiture of generating assets by it and other public utilities in
Connecticut, consistent with the state's restructuring law.  With respect to
rates, CL&P states that the proposed transaction will not adversely affect
rates because CRRA does not have any captive wholesale or retail ratepayers
or transmission customers.  The transaction does not involve the transfer or
alteration of any wholesale power sale contracts or the sale of generating
units linked to sales under such contracts.  With respect to regulation, CL&P
indicates that the proposed transaction will not impair the effectiveness of
either state or Federal regulation because CL&P will remain subject to the
jurisdiction of the Commission and the Connecticut Department of Public
Utility Control, and no new registered public utility holding company will be
formed as a result of the transaction.

   Notice of the application was published in the Federal Register, with
comments due on or before February 2, 2001.  No comments were received.

   After consideration, it is concluded that the proposed transaction is
consistent with the public interest and is authorized, subject to the
following conditions:

(1)   The proposed transaction is authorized upon the terms and
conditions and for the purposes set forth in the application;

(2)   The foregoing authorization is without prejudice to the authority
of the Commission or any other regulatory body with respect to
rates, service, accounts, valuation, estimates or determinations of
costs or any other matter whatsoever now pending or which may come
before the Commission;

(3)   Nothing in this order shall be construed to imply acquiescence in
any estimate or determination of cost or any valuation of property
claimed or asserted;

(4)   The Commission retains authority under sections 203(b) and 309 of
the FPA to issue supplemental orders as appropriate; and

(5)   CL&P shall promptly notify the Commission of the date the
disposition of the jurisdictional facilities is consummated.

Authority to act on this matter is delegated to the Director, Division
of Corporate Applications, pursuant to 18 C.F.R. Section 375.307.  This order
constitutes final agency action.  Requests for rehearing by the Commission
may be filed within thirty (30) days of the date of the issuance of this
order, pursuant to 18 C.F.R. Section 385.713.



                               Michael C. McLaughlin, Director
                               Division of Corporate Applications



[FN]

<F1>   16 U.S.C. Section 824b (1994).

<F2>   Applicants concurrently filed an Interconnection and Operation
 Agreement between CL&P and CRRA under section 205 of the FPA.  That
 filing will be addressed separately in Docket No. ER01-947-000.

<F3>   Northeast Utilities Service Co., 87 FERC Paragraph 61,063 (1999).

</FN>

<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EXHIBIT F OPINION OF COUNSEL
<TEXT>


Exhibit F


                                     April 19, 2001



Securities and Exchange Commission
Washington, D.C. 20549

Re:  Application/Declaration on Form U-1 of Northeast Utilities et al. (File
     No. 70-9825)

Ladies and Gentlemen:

     I am familiar with the application/declaration on Form U-1 referred to
above (the "Application/Declaration") filed by Northeast Utilities ("NU") and
The Connecticut Light and Power Company ("CL&P") relating to the sale of the
South Meadow Generating Station by CL&P to the Connecticut Resources Recovery
Authority, and I am familiar with the proceedings relating thereto at, and
the orders issued by, the Connecticut Department of Public Utility Control
and the Federal Energy Regulatory Commisison, as described in the
Application/Declaration.

     I am of the opinion that upon the issuance of your order or orders
permitting the Application/Declaration to become effective, and assuming that
(a) the proposed transactions are consummated in accordance with such
Application/Declaration and (b) required filings with State agencies are made
in connection with the closing thereof:

   (a) all State laws applicable to the proposed transactions will have
been complied with; and

   (b) the consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by NU or CL&P or any of
their associate companies.

     I hereby consent to the filing of this opinion as an exhibit to the
above-mentioned statement on Form U-1.


                                     Very truly yours,



                                     /S/ Richard M. Early
                                     Richard M. Early
                                     Senior Counsel


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EXHIBIT I - JOURNAL ENTRIES TO RECORD EFFECT OF SALE
<TEXT>



Exhibit I

                        JOURNAL ENTRIES TO RECORD EFFECT OF SALE

Account #       Description                         Debit               Credit

Entry 1  To record the sale transaction
         and expense of transaction costs.

131      Cash                                   10,584,000
101-108  Net Utility Plant                       1,558,000
151      Fuel Inventory                                              1,155,000
154      Materials & Supplies Inventory                              2,891,000
186      Deferred Transaction Costs                                    360,000
254      Regulatory Liability (Deferred Gain)                        7,736,000
406      Amortization Expense                    7,736,000
411      Gain on Disposition of Assets                               7,736,000

Account #       Description                       Debit            Credit

Entry 2  To reverse the FASB 109 regulatory
         asset and associated deferred income
         taxes for the plant that was sold

282      FASB 109 Accumulated Income Taxes          917,000
283      Tax Gross-up on SFAS 109 Regulatory        611,000
         Assets
182      Regulatory Asset-FASB 109 Deferred
         Income Taxes                                                1,528,000

Entry 3

        To reverse the accelerated
        amortization of the FASB 109 regulatory asset
        associated with the plant that was sold

182     Accumulated Accelerated Amortization
        of FASB 109 Regulatory Asset              1,528,000
283     FASB 109 Tax Gross-Up on Recoverable
        Generation Assets                                              611,000
282     FASB 109 Deferred Income Taxes
        Collected From Customers                                       917,000

Entry 4

        To reverse the accumulated deferred
        income taxes associated with the plant
        that was sold

282     Accumulated Deferred Income Taxes-
        Liberalized Depreciation                   2,177,000
282     FASB 109 Deferred Income Taxes
        Collected From Customers                                      2,177,000

Entry 5 To record income taxes payable for
        the sale of plant and corresponding
        deferred tax consequences

282     Accumulated Deferred Income Taxes-
        Liberalized Depreciation                     729,000
236     Accrued Taxes                                                   729,000


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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