01-11707. Filings Under the Public Utility Holding Company Act of 1935, as amended (“Act”

May 4, 2001.

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 May 24, 2001, to the Secretary, Securities and Exchange Commission, Washington, DC 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 May 24, 2001, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Northeast Utilities (70-9853

Northeast Utilities (“NU”), 174 Brush Hill Road, West Springfield, Massachusetts 01089, a registered holding company, has filed a declaration under sections 6(a), 7, and 12(b) and rules 45 and 54 under the Act.

By prior Commission orders dated November 9, 1988, December 20, 1990, December 3, 1992, and December 29, 1994 (HCAR Nos. 24742, 25219, 25692, and 26208, respectively) (collectively, “Prior Orders”), Holyoke Water Power Company (“HWP”), a utility subsidiary of NU, was authorized, among other things, to issue and sell notes, in an aggregate outstanding amount not exceeding $38.3 million, in connection with the issuance and sale of pollution control revenue bonds (“Bonds”) and to enter into a series of related reimbursement agreements (“Reimbursement Agreements”) with various banking institutions (“Banks”) in exchange for the issuance of irrevocable letters of credit (“LOCs”). In addition, in connection with each of the Reimbursement Agreements, NU entered into equity support agreements on behalf of HWP. These agreements were in the nature of contractual undertakings on the part of NU to maintain specified ownership levels in HWP and to cause HWP to maintain a minimum common equity to capitalization ratio.

In accordance with provisions in each of the Reimbursement Agreements, HWP agreed, among other things, that, so long as the LOCs were outstanding, HWP would not allow the ratio of its common equity to total capitalization to fall below 30%. As of December 31, 2000, HWP recognized a reduction in the carrying value of certain of its assets. Accordingly, its common equity ratio failed to meet certain consolidated common equity maintenance covenants contained in each of the Reimbursement Agreements. The Banks have consented to the decline in HWP's common equity ratio provided that NU provide further assurances that HWP will meet its obligations under the Reimbursement Agreements.

Consequently, NU now proposes, through June 30, 2004 (“Authorization Period”) to issue guarantees and other forms of credit support (collectively, “Guarantees”), in an aggregate amount not to exceed $45 million, in order to guarantee HWP's obligations under the Reimbursement Agreements. NU states that the Guarantees may take the form of NU agreeing to undertake reimbursement obligations or to assume liabilities or other obligations with respect to the LOCs. NU also states that the Guarantees will be without recourse to any other operating company in the NU system.

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

Margaret H. McFarland,

Deputy Secretary.