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<SEC-DOCUMENT>0000072741-03-000126.txt : 20030723
<SEC-HEADER>0000072741-03-000126.hdr.sgml : 20030723
<ACCEPTANCE-DATETIME>20030723090004
ACCESSION NUMBER:		0000072741-03-000126
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030723

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:		1935 Act
		SEC FILE NUMBER:	070-09343
		FILM NUMBER:		03797417

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

	MAIL ADDRESS:	
		STREET 1:		107 SELDEN ST
		CITY:			BERLIN
		STATE:			CT
		ZIP:			06037-1616
</SEC-HEADER>
<DOCUMENT>
<TYPE>U-1/A
<SEQUENCE>1
<FILENAME>nuu1a072303.txt
<DESCRIPTION>NU U-1-A 70-9343
<TEXT>
                                            File No. 70-9343


               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                 ------------------------------

                 POST-EFFECTIVE AMENDMENT NO. 7
                               TO
                            FORM U-1
                        (AMENDMENT NO. 9)
                     APPLICATION/DECLARATION
                              UNDER
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                       NORTHEAST UTILITIES
                      174 Brush Hill Avenue
           West Springfield, Massachusetts  01090-0010

                      NU ENTERPRISES, INC.
                        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)

                     Gregory B. Butler, Esq.
          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:

David R. McHale                        Jeffrey C. Miller, Esq.
Vice President and Treasurer           Assistant General Counsel
Northeast Utilities                    Northeast Utilities
  Service Company                        Service Company
P.O. Box 270                           P.O. Box 270
Hartford, Connecticut 06141-0270       Hartford, Connecticut 06141-0270

ITEM 1.  DESCRIPTION OF PROPOSED TRANSACTIONS

1.   Northeast Utilities ("NU"), a Massachusetts business trust and
public utility holding company registered under the Public Utility
Holding Company Act of 1935 (the "Act"), with its principal office
located at 174 Brush Hill Avenue, West Springfield, MA, 01090, and its
wholly-owned subsidiary, NU Enterprises, Inc. ("NUEI"), a nonutility
holding company located at 107 Selden Street, Berlin, CT, 06037, file
this Post-Effective Amendment No. 7 (Amendment No. 9) to the
Application in this File No. 70-9343, as heretofore amended.

Background

2.    By Order dated November 12, 1998 (HCAR No. 35-26939) in this File
No. 70-9343, the Commission authorized, among other things, (i) the
formation and financing by NU of a nonutility subsidiary holding
company (which is referred to therein as "Newco" but which is now known
as NU Enterprises, Inc.) to engage, through multiple subsidiaries, in a
variety of energy related and other activities and (ii) the acquisition
by NUEI of the securities of certain nonutility subsidiaries.  The
Commission, through subsequent orders in this file (collectively, the
"Prior Orders"), also authorized NU and NUEI to issue guarantees or
provide other forms of credit support or enhancements (collectively,
"Guarantees") to or for the benefit of NUEI, NUEI's nonutility
subsidiaries ("Nonutility Subsidiaries"), and NU's other to-be-formed
direct or indirect energy-related companies, as defined in rule 58
under the Act, in an aggregate amount not to exceed $500 million
(the "Guarantee Limit"), at any one time, through December 31, 2002.
See Order dated May 19, 1999 (HCAR No. 35-27029) and Order dated
October 21, 1999 (HCAR No. 35-27093).

3.   On January 25, 2002, NU filed an application/declaration in File
No. 70-10045, seeking certain relief from the financial restraints of
Rule 58 (the "Rule 58 Filing").  As part of that application, NU sought
an order from the Commission authorizing NU and NUEI to issue Guarantees
to or for the benefit of NUEI, the Nonutility Subsidiaries and NU's
other to-be-formed direct or indirect energy-related companies, through
September 30, 2005, which order would supersede and replace the
authorization granted in the Prior Orders.

4.    As of December 31, 2002 (the expiration date of the Prior
Orders), the Commission had not yet acted on the Rule 58 Filing.
Accordingly, in Post-Effective Amendment No. 6 (Amendment No. 8) to
this Application filed December 17, 2002, NU and NUEI sought an interim
extension of the date through which the Guarantees may be provided
through September 30, 2003, under the terms and conditions of the Prior
Orders, pending action by the Commission on the Rule 58 File.  The
Commission extended the authorization for NU and NUEI to issue
guarantees through September 30, 2003 (the "Guarantee Period") by order
dated December 18, 2002 (HCAR No. 35-27621).

5.    As of the date of this filing, the Commission has not yet
acted on the Rule 58 Filing and the current Guarantee Period expires
September 30, 2003.  For this reason, NU and NUEI file this
Post-Effective Amendment seeking an extension of the Guarantee Period
for an interim period of nine (9) months from the date of expiration of
such Guarantee Period, through June 30, 2004.

6.    This post-effective amendment to the Application is filed to
obtain authorization for the extension of the Guarantee Period as
described above.

Amendment to the Application

7.    To reflect the foregoing, the Application/Declaration in this
proceeding, as previously amended, is further amended as follows:

      The first sentence of Paragraph 8 is deleted and replaced
with the following:

     "NU and NUEI also propose to issue guarantees or provide
     other forms of credit support or enhancements (collectively,
     "Guarantees") to or for the benefit of NUEI, the Nonutility
     Subsidiaries <FN1> and NU's other direct and indirect Rule
     58 subsidiaries to be formed by NU, NUEI or the Nonutility
     Subsidiaries (the "Guaranteed Entities") in an aggregate
     amount not to exceed $500 million ("Aggregate
     Authorization"), through June 30, 2004 under the terms and
     conditions of the orders issued by the Commission in this
     File."

ITEM 2.  FEES, COMMISSIONS AND EXPENSES

     No additional fees, commissions or expenses will be incurred as a
result of the filing of this Amendment.

ITEM 3.  APPLICABLE STATUTORY PROVISIONS

     Sections 6(b) and 12(b) of the Act and sections 45 and 54 of the
related regulations of the Commission are or may be applicable to the
transactions as herein proposed.  To the extent any other sections of
the Act may be applicable to the proposed transaction, the Applicants
request appropriate orders thereunder.

Current Financial Condition

1.   For the twelve (12) months ended March 31, 2003, NU's consolidated
gross revenues and net income were approximately $5.2 billion and $193
million, respectively.  As of March 31, 2003, NU's consolidated
capitalization consisted of 33.4% common equity, 1.7% preferred stock,
27.8% of Rate Reduction Bonds issued by its utility subsidiaries, and
37.1% debt.  When the Rate Reduction Bonds are excluded, NU's
consolidated capitalization consists of 46.2% common equity, 2.4%
preferred stock and 51.3% debt.

2.   As of June 30, 2003, NU's Credit Ratings (Senior Unsecured
Debt) issued by Moody's was Baa1 and the rating issued by S&P was BBB.

Other Matters

1.   Except in accordance with the Act, neither NU nor any subsidiary
thereof (a) has acquired an ownership interest in an EWG or a 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.

2.   NU currently meets all of the conditions of Rule 53(a), except for
clause (1). At March 31, 2003, NU's "aggregate investment," as defined
in Rule 53(a)(1), in EWGs and FUCOs was approximately $448.2 million,
or approximately 60% of NU's average "consolidated retained earnings,"
also as defined in Rule 53(a)(1), for the four quarters ended March 31,
2003 ($744.9 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 Co.
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.

3.   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.

4.   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 all quarterly periods ending June 30, 2000 through March
31, 2003 (NGC was acquired in March 2000).  As of December 31, 1999,
the most recent period for which financial statement information was
evaluated in the Rule 53(c) Order, NU's consolidated capitalization
consisted of 35.3% common equity and 64.7% debt (including long and
short-term debt, preferred stock, capital leases and guarantees).
As of June 30, 2000, the end of the first quarter after the issuance
of the Rule 53(c) Order, the consolidated capitalization ratios of NU,
with consolidated debt including all short-term debt and non-recourse
debt of the EWG, were as follows:

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

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

5.   The consolidated capitalization ratios of NU as of March 31,2003,
with consolidated debt including all short-term  debt and
non-recourse debt of the EWG, were as follows:

                                As of March 31, 2003
                         (thousands
                          of dollars)                      %

Common shareholders' equity   $2,229,564                 33.4
Preferred stock                  116,200                  1.7
Long-term and short-term debt  2,475,181                 37.1
Rate Reduction Bonds           1,856,411                 27.8

                              $6,677,356                100.0

If Rate Reduction Bonds are excluded, the consolidated capitalization
ratio of NU as of March 31, 2003 is as follows:

                                As of March 31, 2003
                         (thousands
                         of dollars)                      %

Common shareholders' equity   $2,229,564                 46.2
Preferred stock                  116,200                  2.4
Long-term and short-term debt  2,475,181                 51.3

                              $4,820,945               100.0%

6.   NGC has made a positive contribution to earnings by contributing
$134.3 million in revenues in the 12-month period ending March 31, 2003
and net income of $33.6 million for the same period.  Although since the
date of the Rule 53(c) Order, the common equity ratio of NU on a
consolidated basis has decreased, it still remains at a financially
healthy level, above the 30% benchmark required by the Commission, and
if Rate Reduction Bonds are excluded, the consolidated common equity
ratio has increased.  Accordingly, NU's investment in its EWG has
not had an adverse impact on NU's financial integrity.


ITEM 4.  REGULATORY APPROVAL

     Other than as set forth above, no other consent or approval of any
other State commission or any Federal commission (other than the
Securities and Exchange Commission) is required for the transactions
contemplated herein.

ITEM 5. PROCEDURE

     The Applicants respectfully request the Commission's approval,
pursuant to this Application, as amended, of all transactions described
herein.  The current period during which Guarantees may be issued
expires September 30, 2003, accordingly, the Applicants further request
that the Commission issue an order authorizing the transactions proposed
herein at the earliest practicable date, but in any event no later than
September 30, 2003.  The Applicants hereby waive any recommended
decision by a hearing officer or by any other responsible officer of the
Commission and waive the 30-day waiting period between 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.  The Applicants consent that the office of Public
Utility Regulation within the Division of Investment Management may
assist in the preparation of the Commission's decision and/or order.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS

        (a)    Exhibits

               F.2  Legal Opinion

               H.5   Form of Notice

       (b)     Financial Statements

     The pro-forma effect on NU's financial statements of the proposed
amendments extending the period in which Guarantees may be issued by NU
and NUEI is not material and therefore no new financial statements are
filed.

                   [SIGNATURE PAGE TO FOLLOW]


                        SIGNATURES

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

Date:    July 23, 2003

NORTHEAST UTILITIES
NU ENTERPRISES, INC.


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

- -----------------------------------------------------------------

<FN>

<FN1>  As of June 30, 2003, NU's Nonutility Subsidiaries consisted of
Northeast Generation Services Company, Select Energy Portland Pipeline,
Inc. (inactive), Select Energy, Inc., Select Energy New York, Inc.,
Select Energy Services, Inc., Reeds Ferry Supply Corporation,
HEC/Tobyhanna Energy Project, Inc., Select Energy Contracting, Inc.,
Yankee Energy Services Company, R. M. Services, Inc., ERI/HEC EFA-Med,
LLC, E. S. Boulos Company, NGS Mechanical, Inc., HEC/CJTS Energy Center
LLC, Woods Electrical Co., Inc., Woods Network Services, Inc. and Mode 1
Communications, Inc.

</FN>

- -----------------------------------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2 OPIN COUNSEL
<SEQUENCE>3
<FILENAME>nuu1aexhf2072303.txt
<DESCRIPTION>LEGAL OPINION 072103
<TEXT>
Exhibit F.2

July 21, 2003

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:   File No. 70-9343 Post-Effective Amendment No. 7 to
      Application/Declaration (Amendment No. 9) on Form U-1

Ladies and Gentlemen:

     I am Assistant General Counsel of Northeast Utilities Service
Company  ("NUSCO"), the service company subsidiary of Northeast
Utilities ("NU"), and  I am furnishing this opinion as Exhibit F.2
to Post-effective Amendment No. 7 (Amendment No. 9) (the "Amendment")
to the Application/Declaration, as  amended, on Form U-1 (the
"Application") of NU, to the Commission with  respect to the
issuance by NU of guarantees and other forms of credit support for
the benefit of its nonutility subsidiaries.

     In connection with this opinion, I have examined or caused to
be examined by counsel associated with or engaged by me, including
counsel who are employed by NUSCO, such papers, documents, and records,
and have made such examination of law and have satisfied myself as to
such other matters as  I have deemed relevant or necessary for the
purpose of this opinion.  I have assumed the authenticity of all
documents submitted to me as originals, the genuineness of all
signatures, the legal capacity of natural persons, and the conformity
to originals of all documents submitted to me as copies.

     The opinions set forth herein are limited to the laws of the State
of Connecticut and the Commonwealth of Massachusetts and the federal
laws of the United States.  I am a member of the bar of the State of New
York.  I am not a member of the bar of the State of Connecticut or the bar
of the  Commonwealth of Massachusetts, and do not hold myself out as an
expert in the laws of such jurisdictions, although I have made a study
of relevant laws of such jurisdictions.  In expressing opinions about
matters governed by the laws of the State of Connecticut and the
Commonwealth of Massachusetts, I have consulted with counsel who are
employed by NUSCO and are members of the bars of such jurisdictions.

      The opinions set forth in paragraph (b) below are subject to the
effect of bankruptcy, insolvency, moratorium and other similar laws
affecting creditors' rights generally and general principles of equity.

      Based upon and subject to the foregoing, and if the proposed
transactions contemplated by the Amendment are carried out in accordance
therewith, I am of the opinion that:

     (a)   all Massachusetts and Connecticut laws applicable
to the transactions proposed in the Amendment will have been
complied with;

     (b)   when issued as described in the Application,
any NU or NUEI guarantee will be a valid and binding
obligation of NU or NUEI, respectively;

     (c)   the consummation of the transactions proposed
in the Amendment by NU and NUEI will not violate the legal
rights of the holders of any  securities issued by NU or
NUEI or any associate company  thereof.

Very truly yours,


/s/  Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel
Northeast Utilities Service Company




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>nuu1aexh5072303.txt
<DESCRIPTION>FORM OF NOTICE
<TEXT>
Exhibit H.5 Form of Notice

     Notice is hereby given that the following filings has/have 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(s) and/or declaration(s) for complete statements of the
proposed transaction(s) summarized below. The application(s) and/or
declaration(s) and any amendment(s) is/ 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(s) and/ or declaration(s) should submit their views in
writing by   , 2003, to the Secretary, Securities and Exchange
Commission, Washington, D.C. 20549-0609, and serve a copy on the
relevant applicant(s) and/or declarant(s) at the address(es) 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        , 2003, the application(s) and/or declaration(s),
as filed or as amended, may be granted and/or permitted to become
effective.

Northeast Utilities, et al. (70-9343)

     Northeast Utilities ("NU"), 174 Brush Hill Avenue, West
Springfield, Massachusetts 01090-0010, a registered holding company and
NU's wholly-owned nonutility subsidiary, NU Enterprises, Inc. ("NUEI"),
located at 107 Selden Street, Berlin, Connecticut 06037, (collectively,
the "Applicants") have filed a post effective amendment to their
application-declaration under section 12(b) and rules 45 and 54 under
the Act.

     By order dated November 12, 1998 (HCAR No. 26939) ("Prior Order"),
the Commission authorized NU and NUEI to, among other things, issue
guarantees or provide similar forms of credit support or enhancements
(collectively, "Guarantees") to, or for the benefit of NUEI, NUEI's
nonutility subsidiaries, or NU's other to-be-formed direct or indirect
energy-related companies, as defined in rule 58 of the Act. The
Commission, through subsequent orders in this file, authorized an
increase in this Guarantee authority to $500 million and the extension
of the date through which Guarantees may be provided through September
30, 2003 (the "Guarantee Period"), under the terms and
conditions of the Prior Order.

     On January 25, 2002, NU filed an application/declaration in File
No. 70-10045, seeking certain relief from the financial restraints of
Rule 58 (the "Rule 58 Filing").  As part of that application, NU sought
an order from the Commission authorizing NU and NUEI to issue Guarantees
to or for the benefit of NUEI, the Nonutility Subsidiaries and NU's
other to-be-formed direct or indirect energy-related companies, through
September 30, 2005, which order would supersede and replace the
authorization granted in the Prior Orders.

     The Commission has not yet acted on the Rule 58 Filing and the
current Guarantee Period expires September 30, 2003.  Pending action
of the Commission on the Rule 58 Filing,  Applicants now request in
this filing to maintain the Guarantee authority at $500 million and to
extend the date through which the Guarantees may be provided for an
interim period through June 30, 2004, under the terms and conditions
of the Prior Order.


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