00-3938. Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

February 11, 2000.

Notice is hereby given that the following filing(s) 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 March 7, 2000, 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 March 7, 2000, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Yankee Atomic Electric Company (70-9561)

Yankee Atomic Electric Company (“Yankee”), located at Suite 200, 19 Midstate Drive, Auburn, Massachusetts, 01501, a subsidiary of New England Electric System and Northeast Utilities, both registered holding companies, has filed a declaration under section 12(c) of the Act and rule 42 under the Act.

Yankee proposes to repurchase, on a pro rata basis, from its ten stockholders (“Sponsors”), 95%, or 145,730 shares, of its presently outstanding common stock at a purchase price of $100 per share.^[1] The purchase price is equal to the book value per share of the common stock on June 30, 1999. The repurchase is subject to the condition that all Sponsors tender their allotment of shares. Yankee intends to accomplish this repurchase in one or more steps over the next one to two years. The funds for the repurchase will be obtained by liquidating short-term investments held by Yankee at June 30, 1999. After the proposed repurchase, Yankee will maintain minimal equity until it ultimately prepares to liquidate and wrap up its affairs.

Yankee is a single purpose electric utility which formerly operated a nuclear powered electric generation facility (“Rowe Plant”), the output of which was sold to Yankee's ten Sponsors. The Rowe Plant was permanently taken out of service in February 1992 and Yankee is in the process of decommissioning the facility. Under power contracts between Yankee and each Sponsor, which have been approved by the Federal Energy Regulatory Commission, the Sponsors are continuing to make payments to Yankee to cover funds for decommissioning the Rowe Plant and waste disposal, amortization of plant investment and return on equity. As these obligations are reduced or provided for, Yankee believes its minimum equity requirements will also significantly decline. Therefore, Yankee contemplates this initial repurchase of common stock to reduce its equity.

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

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  The ten Sponsors, each of which is an affiliate of Yankee, are: New England Power Company; The Connecticut Light & Power Company; Public Service Company of New Hampshire; Western Massachusetts Electric Company; Boston Edison Company; Central Maine Power Company; Montaup Electric Company; Commonwealth Electric Company; Cambridge Electric Light Company; and Central Vermont Public Service Corp. The Sponsors currently hold all the outstanding shares of common stock of Yankee.