FILE NO. 70-8367 U-1/A

                            SECURITIES AND EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                    AMENDMENT NO. 2 TO
                                         FORM U-1

                     DECLARATION WITH RESPECT TO PROPOSED AMENDMENTS 
                             TO REVOLVING CREDIT AGREEMENT OF
                          PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

                                           Under

                      THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                          Public Service Company of New Hampshire
                                      1000 Elm Street
                              Manchester, New Hampshire 03105

                  (Names of companies filing this statement and addresses
                              of principal executive offices)

                                    NORTHEAST UTILITIES

                         (Name of top registered holding company)

                                    Robert P. Wax, Esq.
                       Vice President, Secretary and General Counsel
                            Northeast Utilities Service Company
                                       Selden Street
                              Berlin, Connecticut 06037-0218

                          (Name and address of agent for service)


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


John B. Keane                       Jeffrey C. Miller, Esq.
Vice President and                  Assistant General Counsel
Treasurer                           Northeast Utilities Service Company
Northeast Utilities Service Company Selden Street
Selden Street                       Berlin, Connecticut 06037
Berlin, Connecticut 06037


                        Richard C. MacKenzie, Esq.
                        Day, Berry & Howard
                        CityPlace
                        Hartford, Connecticut 06103-3499







      Public Service Company of New Hampshire hereby amends its declaration

as follows:



      1.    The following is added to the end of paragraph 6 of the

Declaration:

      PSNH will issue and sell to the Banks replacement notes up to an
      aggregate principal amount of $125 million, which notes will
      replace the notes initially issued under the Revolving Credit
      Agreement and will be issued pursuant to the terms and conditions
      set forth the Revolving Credit Agreement, as amended.







                                            -2-



                                        SIGNATURES



      Pursuant to the requirements of the Public Utility Holding Company Act

of 1935, as amended, the undersigned has duly caused this Amendment to be

signed on its behalf by the undersigned thereunto duly authorized.


Dated:  May 5, 1994


                                    Public Service Company of New Hampshire


                                    By:   /s/ John B. Keane
                                          John B. Keane
                                          Vice President and Treasurer