Exhibit 13.2



                             1994


                         ANNUAL REPORT

















   THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
   --------------------------------------------------------
                        1994 Annual Report

     The Connecticut Light and Power Company and Subsidiaries

                              Index



Contents                                                     Page
--------                                                     ----


Consolidated Balance Sheets..........................        1-2

Consolidated Statements of Income....................         3

Consolidated Statements of Cash Flows................         4

Consolidated Statements of Common Stockholder's Equity        5

Notes to Consolidated Financial Statements...........       6-30

Report of Independent Public Accountants.............        31

Management's Discussion and Analysis of Financial
  Condition and Results of Operations................       32-39

Selected Financial Data..............................        40

Statements of Quarterly Financial Data...............        40

Statistics...........................................        41

Preferred Stockholder and Bondholder Information.....    Back Cover





THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS




------------------------------------------------------------------------------------
At December 31,                                                 1994         1993
------------------------------------------------------------------------------------
                                                             (Thousands of Dollars)
                                                                    
ASSETS
------
Utility Plant, at original cost:
  Electric................................................  $6,063,179   $5,936,346

     Less: Accumulated provision for depreciation.........   2,194,314    2,010,962
                                                            -----------  -----------
                                                             3,868,865    3,925,384
  Construction work in progress...........................      99,993      121,177
  Nuclear fuel, net.......................................     164,795      156,878
                                                            -----------  -----------
      Total net utility plant.............................   4,133,653    4,203,439
                                                            -----------  -----------

Other Property and Investments:
  Nuclear decommissioning trusts, at market in 1994 and
   at cost in 1993 (Note 12)<F12>.........................     171,950      147,657
  Investments in regional nuclear generating
   companies, at equity...................................      54,952       53,910
  Other, at cost..........................................      14,742       14,191
                                                            -----------  -----------


                                                               241,644      215,758
                                                            -----------  -----------
Current Assets:
  Cash....................................................       2,017        2,340
  Receivables, less accumulated provision for
   uncollectible accounts of $12,778,000 in 1994
   and $10,816,000 in 1993................................     192,926      210,805
  Accounts receivable from affiliated companies...........       9,367       29,687
  Accrued utility revenues................................      90,475       97,662
  Fuel, materials, and supplies, at average cost..........      64,003       60,247
  Prepayments and other...................................      54,215       43,682
                                                            -----------  -----------
                                                               413,003      444,423
                                                            -----------  -----------
Deferred Charges:
  Regulatory assets (Note 1H)<F1H>........................   1,410,334    1,517,943
  Unamortized debt expense................................       8,396        8,971
  Other...................................................      10,427        6,871
                                                            -----------  -----------
                                                             1,429,157    1,533,785
                                                            -----------  -----------




      Total Assets........................................  $6,217,457   $6,397,405
                                                            ===========  ===========





The accompanying notes are an integral part of these financial statements.

                                            

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS




----------------------------------------------------------------------------------
At December 31,                                               1994         1993
----------------------------------------------------------------------------------
                                                           (Thousands of Dollars)
                                                                  
CAPITALIZATION AND LIABILITIES
------------------------------
Capitalization:
  Common stock--$10 par value. Authorized
   24,500,000 shares; outstanding 12,222,930
   shares in 1994 and 1993..............................  $  122,229   $  122,229
  Capital surplus, paid in..............................     632,117      630,271
  Retained earnings.....................................     765,724      750,719
                                                          -----------  -----------
           Total common stockholder's equity............   1,520,070    1,503,219
  Cumulative preferred stock--
    $50 par value - authorized 9,000,000 shares;
    outstanding 5,424,000 shares in 1994 and in 1993
    $25 par value - authorized 8,000,000 shares;
    outstanding 5,000,000 shares in 1994 and in 1993
    Not subject to mandatory redemption (Note 5)<F5>....     166,200      166,200
    Subject to mandatory redemption (Note 6)<F6>........     226,250      230,000
  Long-term debt (Note 7)<F7>...........................   1,815,579    1,743,260
                                                          -----------  -----------
           Total capitalization.........................   3,728,099    3,642,679
                                                          -----------  -----------


Obligations Under Capital Leases........................     120,268      121,892
                                                          -----------  -----------
Current Liabilities:
  Notes payable to banks................................      76,000       95,000
  Notes payable to affiliated company...................      92,750        1,250
  Commercial paper......................................      10,000         -
  Long-term debt and preferred stock--current
   portion..............................................      11,861      314,020
  Obligations under capital leases--current
   portion..............................................      55,701       55,526
  Accounts payable......................................     102,837      117,858
  Accounts payable to affiliated companies..............      43,033       52,179
  Accrued taxes.........................................      26,413       36,139
  Accrued interest......................................      30,682       29,669
  Other.................................................      22,828       32,287
                                                          -----------  -----------
                                                             472,105      733,928
                                                          -----------  -----------
Deferred Credits:
  Accumulated deferred income taxes (Note 1I)<F1I>......   1,544,021    1,575,965
  Accumulated deferred investment tax credits...........     150,087      154,701
  Deferred contract obligation--YAEC (Note 3)<F3>.......     100,003       84,526
  Other.................................................     102,874       83,714
                                                          -----------  -----------
                                                           1,896,985    1,898,906
                                                          -----------  -----------


Commitments and Contingencies (Note 10)<F10>

           Total Capitalization and Liabilities.........  $6,217,457   $6,397,405
                                                          ===========  ===========





The accompanying notes are an integral part of these financial statements.

                                       

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME




--------------------------------------------------------------------------------------
For the Years Ended December 31,                       1994        1993        1992
--------------------------------------------------------------------------------------
                                                         (Thousands of Dollars)
                                                                   
Operating Revenues................................ $2,328,052  $2,366,050  $2,316,451
                                                   ----------- ----------- -----------
Operating Expenses:
  Operation --
     Fuel, purchased and net interchange power....    568,394     657,121     598,287
     Other........................................    593,851     641,402     605,675
  Maintenance.....................................    207,003     180,403     197,460
  Depreciation....................................    231,155     219,776     209,884
  Amortization of regulatory assets, net..........     77,384     112,353      73,456
  Federal and state income taxes (Note 8)<F8>.....    195,038     144,547     172,236
  Taxes other than income taxes...................    173,068     170,353     171,642
                                                   ----------- ----------- -----------
        Total operating expenses..................  2,045,893   2,125,955   2,028,640
                                                   ----------- ----------- -----------
Operating Income..................................    282,159     240,095     287,811
                                                   ----------- ----------- -----------
Other Income:
  Deferred nuclear plants return--other
    funds (Note 1K)<F1K>..........................     13,373      23,537      35,396
  Equity in earnings of regional nuclear
    generating companies..........................      7,453       6,193       8,014


  Other, net......................................      5,136      (1,044)      6,964
  Income taxes--credit............................      9,037       4,859      11,171
                                                   ----------- ----------- -----------
        Other income, net.........................     34,999      33,545      61,545
                                                   ----------- ----------- -----------
        Income before interest charges............    317,158     273,640     349,356
                                                   ----------- ----------- -----------
Interest Charges:
  Interest on long-term debt......................    119,927     134,263     151,314
  Other interest..................................      6,378       9,654       4,205
  Deferred nuclear plants return--borrowed
    funds (Note 1K)<F1K>..........................     (7,435)    (13,979)    (12,877)
                                                   ----------- ----------- -----------
        Interest charges, net.....................    118,870     129,938     142,642
                                                   ----------- ----------- -----------
Income before cumulative effect of
  accounting change...............................    198,288     143,702     206,714
Cumulative effect of accounting change
  (Note 1B)<F1B>..................................       -         47,747        -
                                                   ----------- ----------- -----------
Net Income........................................ $  198,288  $  191,449  $  206,714
                                                   =========== =========== ===========




The accompanying notes are an integral part of these financial statements.

                                                   

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS




-------------------------------------------------------------------------------------------------
For the Years Ended December 31,                                  1994        1993        1992
-------------------------------------------------------------------------------------------------
                                                                     (Thousands of Dollars)
                                                                               
Cash Flows From Operating Activities:
  Net Income................................................  $  198,288  $  191,449  $  206,714
  Adjustments to reconcile to net cash
   from operating activities:
    Depreciation............................................     231,155     219,776     209,884
    Deferred income taxes and investment tax credits, net...      37,664     (20,188)     72,138
    Deferred nuclear plants return, net of amortization.....      82,651      58,740      10,071
    Recoverable energy costs, net of amortization...........       3,975     125,579     (64,138)
    Deferred demand-side management, net of amortization....      (4,691)    (23,955)    (31,989)
    Other sources of cash...................................      35,464      80,831      26,430
    Other uses of cash......................................     (41,518)    (23,544)    (34,589)
  Changes in working capital:
    Receivables and accrued utility revenues................      45,386      (9,370)        245
    Fuel, materials, and supplies...........................      (3,756)     11,951       1,296
    Accounts payable........................................     (24,167)      5,433     (18,067)
    Accrued taxes...........................................      (9,726)    (82,018)     15,344
    Other working capital (excludes cash)...................     (18,403)      9,754       7,154
                                                              ----------- ----------- -----------
Net cash flows from operating activities....................     532,322     544,438     400,493
                                                              ----------- ----------- -----------


Cash Flows From Financing Activities:
  Issuance of long-term debt................................     535,000     740,500     491,000
  Issuance of preferred stock...............................        -         80,000      75,000
  Net increase (decrease) in short-term debt................      82,500    (109,490)     15,240
  Reacquisitions and retirements of long-term debt..........    (774,020)   (771,973)   (431,232)
  Reacquisitions and retirements of preferred stock.........        -       (114,996)    (91,891)
  Cash dividends on preferred stock.........................     (23,895)    (29,182)    (31,977)
  Cash dividends on common stock............................    (159,388)   (160,365)   (164,277)
                                                              ----------- ----------- -----------
Net cash flows used for financing activities................    (339,803)   (365,506)   (138,137)
                                                              ----------- ----------- -----------
Investment Activities:
  Investment in plant:
    Electric utility plant..................................    (149,889)   (149,308)   (225,901)
    Nuclear fuel............................................     (20,905)    (13,658)      3,139
                                                              ----------- ----------- -----------
  Net cash flows used for investments in plant..............    (170,794)   (162,966)   (222,762)
  Other investment activities, net..........................     (22,048)    (25,787)    (32,181)
                                                              ----------- ----------- -----------
Net cash flows used for investments.........................    (192,842)   (188,753)   (254,943)
                                                              ----------- ----------- -----------
Net (Decrease) Increase In Cash For The Period..............        (323)     (9,821)      7,413
Cash - beginning of period..................................       2,340      12,161       4,748
                                                              ----------- ----------- -----------
Cash - end of period........................................  $    2,017  $    2,340  $   12,161
                                                              =========== =========== ===========

Supplemental Cash Flow Information:


Cash paid during the year for:
  Interest, net of amounts capitalized during construction..  $  115,120  $  130,592  $  143,957
                                                              =========== =========== ===========
  Income taxes..............................................  $  161,513  $  149,056  $   95,199
                                                              =========== =========== ===========
Increase in obligations:

  Niantic Bay Fuel Trust....................................  $   52,353  $   40,140  $   30,948
                                                              =========== =========== ===========






The accompanying notes are an integral part of these financial statements.

                                                

THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDER'S EQUITY




------------------------------------------------------------------------------------
                                                   Capital    Retained
                                         Common    Surplus,   Earnings
                                         Stock     Paid In       (a)        Total
------------------------------------------------------------------------------------
                                                       (Thousands of Dollars)


                                                              
Balance at January 1, 1992..........   $122,229   $637,202   $ 738,993   $1,498,424


    Net income for 1992.............                           206,714      206,714
    Cash dividends on preferred
      stock.........................                           (31,977)     (31,977)
    Cash dividends on common stock..                          (164,277)    (164,277)
    Loss on the retirement of
      preferred stock...............                              (636)        (636)
    Capital stock expenses, net.....                (2,351)                  (2,351)
                                       ---------  ---------  ----------  -----------
Balance at December 31, 1992........    122,229    634,851     748,817    1,505,897


    Net income for 1993.............                           191,449      191,449
    Cash dividends on preferred
      stock.........................                           (29,182)     (29,182)


    Cash dividends on common stock..                          (160,365)    (160,365)
    Capital stock expenses, net.....                (4,580)                  (4,580)
                                       ---------  ---------  ----------  -----------
Balance at December 31, 1993........    122,229    630,271     750,719    1,503,219


    Net income for 1994.............                           198,288      198,288
    Cash dividends on preferred
      stock.........................                           (23,895)     (23,895)
    Cash dividends on common stock..                          (159,388)    (159,388)
    Capital stock expenses, net.....                 1,846                    1,846
                                       ---------  ---------  ----------  -----------
Balance at December 31, 1994........   $122,229   $632,117   $ 765,724   $1,520,070
                                       =========  =========  ==========  ===========





(a) The company has dividend restrictions imposed by its long-term debt
agreements.
    At December 31, 1994, these restrictions totaled approximately $540 million.




The accompanying notes are an integral part of these financial statements.







                                                 



THE CONNECTICUT LIGHT AND POWER COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

<F1A>A. PRINCIPLES OF CONSOLIDATION
        The consolidated financial statements of The Connecticut Light and
        Power Company and subsidiaries (the company or CL&P) include the
        accounts of all wholly owned subsidiaries.  Significant intercompany
        transactions have been eliminated in consolidation.

        CL&P, Western Massachusetts Electric Company (WMECO), Holyoke Water
        Power Company (HWP), Public Service Company of New Hampshire (PSNH),
        and North Atlantic Energy Corporation (NAEC) are the operating
        subsidiaries comprising the Northeast Utilities system (the system)
       and are wholly owned by Northeast Utilities (NU).

        Other wholly owned subsidiaries of NU provide substantial support
        services to the system.  Northeast Utilities Service Company (NUSCO)
        supplies centralized accounting, administrative, data processing,
        engineering, financial, legal, operational, planning, purchasing, and
        other services to the system companies.  Northeast Nuclear Energy
        Company (NNECO) acts as agent for system companies in operating the
        Millstone nuclear generating facilities.  Commencing June 29, 1992,
        North Atlantic Energy Service Corporation (NAESCO) began acting as
        agent for CL&P and NAEC in operating the Seabrook 1 nuclear facility.


        All transactions among affiliated companies are on a recovery of cost
        basis which may include amounts representing a return on equity, and
        are subject to approval by various federal and state regulatory
        agencies.

<F1B>B. CHANGE IN ACCOUNTING FOR PROPERTY TAXES

        CL&P adopted a one-time change in the method of accounting for
        municipal property tax expense for its Connecticut properties.  Most
        municipalities in Connecticut assess property values as of October 1.
        Before January 1, 1993, CL&P accrued Connecticut property tax expense
        over the period October 1 through September 30 based on the lien-date
        method.  In the first quarter of 1993, CL&P changed its method of
        accounting for Connecticut municipal property taxes to recognize the
        expense from July 1 through June 30, to match the payments and the
        services provided by the municipalities.  This one-time change
        increased earnings for common shares by approximately $47.7 million in
        1993.

<F1C>C. RECLASSIFICATIONS
        Certain reclassifications of prior years' data have been made to
        conform with the current year's presentation.



<F1D>D. INVESTMENTS AND JOINTLY OWNED ELECTRIC UTILITY PLANT


        Regional Nuclear Generating Companies:  CL&P owns common stock of four
        regional nuclear generating companies (Yankee companies).  The Yankee
        companies, with the company's ownership interests, are:

         Connecticut Yankee Atomic Power Company (CY) ....34.5%
         Yankee Atomic Electric Company (YAEC) ...........24.5
         Maine Yankee Atomic Power Company (MY) ..........12.0
         Vermont Yankee Nuclear Power Corporation (VY) ... 9.5
        CL&P's investments in the Yankee companies are accounted for on the
        equity basis due to the company's ability to exercise significant
        influence over their operating and financial policies.  The electricity
        produced by the facilities that are operating is committed to the
        participants substantially on the basis of their ownership interests
        and is billed pursuant to contractual agreements.  Under ownership
        agreements with the Yankee companies, CL&P may be asked to provide
        direct or indirect financial support for one or more of the companies.
         For more information on these agreements, see Note 10E, "Commitments
        and Contingencies - Purchased Power Arrangements."

        The YAEC nuclear power plant was shut down permanently on February 26,
        1992.  For more information on the Yankee companies, see Note 3,
        "Nuclear Decommissioning."


        Millstone 1:  CL&P has an 81 percent joint-ownership interest in
        Millstone 1, a 660-megawatt (MW) nuclear generating unit.  As of
        December 31, 1994 and 1993, plant-in-service included approximately
        $370.9 million and $332 million, respectively, and the accumulated
        provision for depreciation included approximately $135.0 million and
        $130.8 million, respectively, for CL&P's share of Millstone 1.  CL&P's
        share of Millstone 1 expenses is included in the corresponding
        operating expenses on the accompanying Consolidated Statements of
        Income.

        Millstone 2:  CL&P has an 81 percent joint-ownership interest in
        Millstone 2, an 870-MW nuclear generating unit.  As of December 31,
        1994 and 1993, plant-in-service included approximately $680.5 million
        and $676 million, respectively, and the accumulated provision for
        depreciation included approximately $175.2 million and $151.5 million,
        respectively, for CL&P's share of Millstone 2.  CL&P's share of
        Millstone 2 expenses is included in the corresponding operating
        expenses on the accompanying Consolidated Statements of Income.

        Millstone 3:  CL&P has a 52.93 percent joint-ownership interest in
        Millstone 3, a 1,154-MW nuclear generating unit.  As of December 31,
        1994 and 1993, plant-in-service included approximately $1.9 billion and
        the accumulated provision for depreciation included approximately
        $418.5 million  and $366.6 million, respectively, for CL&P's share of
        Millstone 3.  CL&P's share of Millstone 3 expenses is included in the
        corresponding operating expenses on the accompanying Consolidated
        Statements of Income.


        Seabrook:  CL&P has a 4.06 percent joint-ownership interest in
        Seabrook 1, a 1,148-MW nuclear generating unit.  As of December 31,
        1994 and 1993, plant-in-service included approximately $173.2 million
        and $173.4 million, respectively, and the accumulated provision for
        depreciation included approximately $20.1 million and $17.7 million,
        respectively, for CL&P's share of Seabrook 1.  CL&P's share of
        Seabrook 1 expenses is included in the corresponding operating expenses
        on the accompanying Consolidated Statements of Income.

<F1E>E. DEPRECIATION
        The provision for depreciation is calculated using the straight-line
        method based on estimated remaining lives of depreciable utility
        plant-in-service, adjusted for salvage value and removal costs, as
        approved by the appropriate regulatory agency.  Except for major
        facilities, depreciation factors 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 plant, including costs of removal, less
        salvage, is charged to the accumulated provision for depreciation.  For
        nuclear production plants, the costs of removal, less salvage, that
        have been funded through external decommissioning trusts will be paid
        with funds from the trusts and charged to the accumulated reserve for
        decommissioning included in the accumulated provision for depreciation
        over the expected service life of the plants.  See Note 3, "Nuclear
        Decommissioning," for additional information.


        The depreciation rates for the several classes of electric
        plant-in-service are equivalent to a composite rate of 3.9 percent in
        1994, 3.8 percent in 1993, and 3.7 percent in 1992.

<F1F>F. PUBLIC UTILITY REGULATION
        NU is registered with the Securities and Exchange Commission (SEC) as a
        holding company under the Public Utility Holding Company Act of 1935
        (1935 Act), and it and its subsidiaries, including the company, are
        subject to the provisions of the 1935 Act.  Arrangements among the
        system companies, outside agencies, and other utilities covering
        interconnections, interchange of electric power, and sales of utility
        property are subject to regulation by the Federal Energy Regulatory
        Commission (FERC) and/or the SEC.  The company is subject to further
        regulation for rates, accounting, and other matters by the FERC and/or
        the Connecticut Department of Public Utility Control (DPUC).

<F1G>G. REVENUES
        Other than fixed-rate agreements negotiated with certain wholesale,
        industrial, and commercial customers, utility revenues are based on
        authorized rates applied to each customer's use of electricity.  Rates
        can be changed only through a formal proceeding before the appropriate
        regulatory commission.  At the end of each accounting period, CL&P
        accrues an estimate for the amount of energy delivered but unbilled.

<F1H>H. REGULATORY ACCOUNTING
        CL&P follows accounting policies that reflect the impact of the rate
        treatment of certain events or transactions that differ from generally
        accepted accounting principles for those events or transactions


        followed by nonregulated enterprises.   Under regulatory accounting,
        assuming that future revenues are expected to be sufficient to provide
        recovery, regulators may permit incurred costs, normally treated as
        expenses, to be deferred and recovered in revenues at a later date.
        Regulatory accounting is unique in that the actions of a regulator can
        provide reasonable assurance of the existence of an asset.  Regulators,
        through their actions, may also reduce or eliminate the value of an
        asset, or create a liability.  If the economic entity no longer comes
        under the jurisdiction of a regulator or external forces, such as a
        move to a competitive environment, effectively limiting the influence
        of cost-of-service based rate regulation, the entity may be forced to
        abandon regulatory accounting, requiring a reexamination and potential
        write-off of net regulatory assets.  CL&P continues to be subject to
        cost-of-service based rate regulation.  Based on current regulation,
        and recent regulatory decisions regarding competition in the company's
        market, CL&P believes that its use of regulatory accounting is still
        appropriate.

        The components of regulatory assets are as follows:


    At December 31,                                       1994         1993
    ----------------------------------------------------------------------------

                                                         (Thousands of Dollars)

     Income taxes, net  (Note 1I)                       $  949,134 $1,026,046
     Deferred demand-side-management costs (Note 1J)       116,133    111,442
     Deferred costs-nuclear plants (Note 1K)               101,632    185,909
     Unrecovered contract obligation-YAEC (Note 3)         100,003     84,526
     Recoverable energy costs, net  (Note 1L)               61,040     65,591
     Cogeneration costs (Note 1N)                           36,821       -
     Other                                                  45,571      44,429
                                                          --------    --------

                                                        $1,410,334  $1,517,943
                                                        ==========  ==========


<F1I>I. INCOME TAXES
        The tax effect of temporary differences (differences between the
        periods in which transactions affect income in the financial statements
        and the periods in which they affect the determination of income
        subject to tax) is accounted for in accordance with the ratemaking
        treatment of the applicable regulatory commissions.  See Note 8,
        "Income Tax Expense," for the components of income tax expenses.

        In 1992, the Financial Accounting Standards Board (FASB) issued
        Statement of Financial Accounting Standards No. 109, Accounting for
        Income Taxes (SFAS 109).  SFAS 109 supersedes previously issued income
        tax accounting standards.  The company adopted SFAS 109, on a


        prospective basis, during the first quarter of 1993, and increased the
        net deferred tax obligation by $1.0 billion at that time.  As it is
        probable that the increase in deferred tax liabilities will be
        recovered from customers through rates, CL&P also established a
        regulatory asset.



        The tax effect of temporary differences which give rise to the
        accumulated deferred tax obligation are as follows:


      At December 31,                               1994        1993
      ----------------------------------------------------------------

                                               (Thousands of Dollars)
      Accelerated depreciation and other
          plant-related differences ........    $1,063,823  $1,049,849

      Regulatory assets - income tax gross up      402,685     434,894

      Other ................................        77,513      91,222
                                                ----------  ----------


                                                $1,544,021  $1,575,965
                                                ==========  ==========



<F1J>J. DEMAND-SIDE-MANAGEMENT COSTS (DSM)
        CL&P's DSM costs are recovered in base rates through a Conservation
        Adjustment Mechanism (CAM).  These costs are being recovered over
        periods ranging from four to eight years.  On October 31, 1994, CL&P
        filed its 1995 CAM for 1995 DSM costs and programs.  The filing
        proposes expenditures of $36.7 million with recovery over four years
        and a zero CAM rate.

<F1K>K. DEFERRED COSTS - NUCLEAR PLANTS
        CL&P is phasing into rates the recoverable portions of its investments
        in Millstone 3 and Seabrook 1.  CL&P is deferring costs as part of its
        phase-in plans.  Both plans are in compliance with SFAS No. 92,
        Regulated Enterprises - Accounting for Phase-in Plans.

        As allowed by the DPUC, effective January 1, 1995, CL&P placed into
        rate base its allowed investments in Millstone 3 and Seabrook 1 and is
        recovering deferrals and carrying charges on these units.  As of
        December 31, 1994, $448.5 million of the deferred return, including
        carrying charges, has been recovered, and $101.6 million of the
        deferred return to date, plus carrying charges, remains to be
        recovered.  Recovery will be completed by December 31, 1995 and
        August 31, 1996 for Millstone 3 and Seabrook 1, respectively.

<F1L>L. RECOVERABLE ENERGY COSTS


        Under the Energy Policy Act of 1992 (Energy Act), CL&P is assessed for
        its proportionate share of the costs of decontaminating and
        decommissioning uranium enrichment plants owned by the United States
        Department of Energy (D&D assessment).  The Energy Act requires that
        regulators treat D&D assessments as a reasonable and necessary current
        cost of fuel, to be fully recovered in rates, like any other fuel cost.
         CL&P has begun to recover these costs.

        Retail electric rates include a fuel adjustment clause (FAC) under
        which fossil-fuel prices above or below base-rate levels are charged or
        credited to customers.  Monthly FAC rates are also subject to
        retroactive review and appropriate adjustment.  CL&P also utilizes a
        generation utilization adjustment clause (GUAC), which defers the
        effect on fuel costs caused by variations from a specified composite
        nuclear generation capacity factor embedded in base rates.

        In the past two GUAC proceedings before the DPUC, the DPUC determined
        that CL&P overrecovered its fuel costs and offset the amount of the
        overrecovery against the GUAC balance.  This has resulted in
        disallowances of GUAC recovery of $7.9 million for the 1992-1993 GUAC
        period and $7.8 million for the 1993-1994 GUAC period.  CL&P has
        appealed the first decision and will appeal the second decision.

        At December 31, 1994, CL&P's recoverable energy costs were $61.0
        million, including D&D assessments of $37.4 million.

        For additional information see Note 10B, "Commitments and
        Contingencies-Nuclear Performance."



<F1M>M. SPENT NUCLEAR FUEL DISPOSAL COSTS
        Under the Nuclear Waste Policy Act of 1982, CL&P must pay the United
        States Department of Energy (DOE) for the disposal of spent nuclear
        fuel and high-level radioactive waste.  Fees for nuclear fuel burned on
        or after April 7, 1983 are billed currently to customers and paid to
        the DOE on a quarterly basis.  For nuclear fuel used to generate
        electricity prior to April 7, 1983 (prior-period fuel), payment may be
        made anytime prior to the first delivery of spent fuel to the DOE,
        which may be as early as 1998.  Until such payment is made, the
        outstanding balance will continue to accrue interest at the three-month
        Treasury Bill Yield Rate.  At December 31, 1994, fees due to the DOE
        for the disposal of prior-period fuel were approximately $141.7
        million, including interest costs of $75.2 million.  As of December 31,
        1994, all fees had been collected through rates.

<F1N>N. COGENERATION COSTS
        CL&P, with the approval of the DPUC, began deferring certain
        cogeneration costs for future recovery beginning in 1994.  At December
        31, 1994, CL&P had deferred approximately $36.8 million in cogeneration
        costs.  CL&P will begin recovery of these deferrals over five years
        beginning July 1, 1996.

<F1O>O. DERIVATIVE FINANCIAL INSTRUMENTS
        The  company utilizes interest-rate caps and fuel swaps to manage well-
        defined interest rate and fuel-price risks.  Premiums paid for
        purchased interest-rate cap agreements are amortized to interest
        expense over the terms of the caps.  Unamortized premiums are included


        in deferred charges.  Amounts receivable under cap agreements are
        accrued as a reduction of interest expense.  Amounts receivable or
        payable under fuel-swap agreements are recognized in income when
        realized.  Any material unrealized gains or losses on fuel swaps or
        interest-rate caps will be deferred until realized.  For further
        information on derivatives, see Note 11, "Derivative Financial
        Instruments."

<F2>2.  LEASES

    CL&P and WMECO have entered into the Niantic Bay Fuel Trust (NBFT) capital
    lease agreement to finance up to $530 million of nuclear fuel for
    Millstone 1 and 2 and their shares of the nuclear fuel for Millstone 3.
    CL&P and WMECO make quarterly lease payments for the cost of nuclear fuel
    consumed in the reactors (based on a units-of-production method at rates
    which reflect estimated kilowatt-hours of energy provided) plus financing
    costs associated with the fuel in the reactors.  Upon permanent discharge
    from the reactors, ownership of the nuclear fuel transfers to CL&P and
    WMECO.

    CL&P has also entered into lease agreements, some of which are capital
    leases, for the use of data processing and office equipment, vehicles,
    nuclear control room simulators, and office space.  The provisions of these
    lease agreements generally provide for renewal options.  The following
    rental payments have been charged to operating expense:

                                     Capital     Operating
          Year                       Leases       Leases
          ----                    ------------  ----------



          1994 ............       $60,975,000  $24,192,000
          1993 ............        76,606,000   24,355,000
          1992 ............        61,795,000   26,919,000

    Interest included in capital lease rental payments was $10,228,000 in 1994,
    $11,298,000 in 1993, and $14,782,000 in 1992.

    Substantially all of the capital lease rental payments were made pursuant
    to the nuclear fuel lease agreement.  Future minimum lease payments under
    the nuclear fuel capital lease cannot be reasonably estimated on an annual
    basis due to variations in the usage of nuclear fuel.

    Future minimum rental payments, excluding annual nuclear fuel lease
    payments and executory costs, such as property taxes, state use taxes,
    insurance, and maintenance, under long-term noncancelable leases, as of
    December 31, 1994, are as follows:


                                      Capital      Operating
     Year                             Leases        Leases
     ----                          ------------   ----------

                                    (Thousands of Dollars)

     1995                          $    2,700 .....$  19,500
     1996                               2,700 ........18,000
     1997                               2,700 ........16,500
     1998                               2,700 ........12,100
     1999                               2,700 ........10,400
     After 1999                         42,100 ....   61,900
                                    ----------     ---------


     Future minimum lease payments     55,600 ......$138,400
                                                    ========

     Less amount representing interest  35,900
                                      --------


     Present value of future minimum
      lease payments for other than
      nuclear fuel.................    19,700

     Present value of future nuclear
      fuel lease payments..........   156,300
                                    ---------


               Total ..............  $176,000
                                     ========





<F3>3.  NUCLEAR DECOMMISSIONING

    The company's 1992 decommissioning study concluded that complete and
    immediate dismantlement at retirement continues to be the most viable and
    economic method of decommissioning the three Millstone units.  A 1994
    Seabrook decommissioning study, which is currently under review by the New
    Hampshire Decommissioning Finance Committee, also confirmed that complete
    and immediate dismantlement at retirement is the most viable and economic
    method of decommissioning Seabrook 1.  Decommissioning studies are reviewed
    and updated periodically to reflect changes in decommissioning
    requirements, technology, and inflation.

    The estimated cost of decommissioning CL&P's ownership share of Millstone 1
    and 2, in year-end 1994 dollars, is $332.8 million and $267.3 million,
    respectively.  CL&P's ownership share of the estimated cost of
    decommissioning Millstone 3 and Seabrook 1 (utilizing  the currently
    approved decommissioning study),  in year-end 1994 dollars, is $237.5
    million and $15.5 million, respectively.  These estimated costs have been
    levelized and assume after-tax earnings on the Millstone and Seabrook 1
    decommissioning funds of 6.5 percent and 6.1 percent, respectively.  Future
    escalation rates in decommissioning costs for the Millstone units and for
    Seabrook 1 are assumed.  Nuclear decommissioning costs are accrued over the
    expected service life of the units and are included in depreciation expense
    on the Consolidated Statements of Income.  Nuclear decommissioning costs
    amounted to $25.6 million in 1994 and $21.9 million in 1993 and 1992.
    Nuclear decommissioning, as a cost of removal, is included in the


    accumulated provision for depreciation on the Consolidated Balance Sheets.
     At December 31, 1994, the balance in the accumulated reserve for
    decommissioning amounted to $209.7 million.  See "Nuclear Decommissioning"
    in Management's Discussion and Analysis for a discussion of changes being
    considered by the FASB related to accounting for decommissioning costs.

    CL&P has established independent decommissioning trusts for its portion of
    the costs of decommissioning Millstone 1, 2, and 3.  CL&P's portion of the
    cost of decommissioning Seabrook 1 is paid to an independent
    decommissioning financing fund managed by the state of New Hampshire.

    As of December 31, 1994, CL&P has collected, through rates, $173.4 million,
    toward the future decommissioning costs of its share of the Millstone
    units, of which $135.9 million has been transferred to external
    decommissioning trusts.  As of December 31, 1994, CL&P has paid
    approximately $1.2 million into Seabrook 1's decommissioning trust.
    Earnings on the decommissioning trusts increase the decommissioning trust
    balance and the accumulated reserve for decommissioning.  Due to CL&P's
    adoption, effective January 1, 1994, of SFAS 115, Accounting for Certain
    Investments in Debt and Equity Securities, unrealized gains and losses
    associated with the decommissioning trusts also impact the balance of the
    trusts and the accumulated reserve for decommissioning.

    Changes in requirements or technology, the timing of funding or
    dismantling, or adoption of a decommissioning method other than immediate
    dismantlement, would change decommissioning cost estimates.  CL&P attempts
    to recover sufficient amounts through its allowed rates to cover its
    expected decommissioning costs.  Only the portion of currently estimated


    total decommissioning costs that has been accepted by the regulatory
    agencies is reflected in CL&P's rates.  Because allowances for
    decommissioning have increased significantly in recent years, customers in
    future years may need to increase their payments to offset the effects of
    any insufficient rate recoveries in previous years.

    CL&P, along with other New England utilities, has equity investments in the
    four Yankee companies.  Each Yankee company owns a single nuclear
    generating unit.  The estimated costs, in year-end 1994 dollars, of
    decommissioning CL&P's ownership share of CY, MY, and VY are $124.9
    million, $40.6 million, and $31.3 million, respectively.  Under the terms
    of the contracts with the Yankee companies, the shareholders-sponsors are
    responsible for their proportionate share of the operating costs of each
    unit, including decommissioning.  The nuclear decommissioning costs of the
    Yankee companies are included as part of CL&P's cost of power.

    YAEC has begun component removal activities related to the decommissioning
    of its nuclear facility.  In June 1992, YAEC filed a rate filing to obtain
    FERC authorization to collect the closing and decommissioning costs and to
    recover the remaining investment in the YAEC nuclear power plant, over the
    remaining period of the plant's Nuclear Regulatory Commission (NRC)
    operating license.  The bulk of these costs has been agreed to by the YAEC
    joint owners and approved as a settlement, by FERC.  In October 1994, YAEC
    submitted a revised decommissioning cost estimate as part of its
    decommissioning plan with the NRC.  Following the receipt of NRC approval,
    this estimate will be filed with the FERC.  The revised estimate increased
    CL&P's ownership share of decommissioning YAEC's nuclear facility by
    approximately $23.1 million in January 1, 1994 dollars.  At December 31,


    1994, the estimated remaining costs including decommissioning, amounted to
    $408.2 million, of which CL&P's share was approximately $100 million.
    Management expects that CL&P will continue to be allowed to recover such
    FERC-approved costs from its customers.  Accordingly, CL&P has recognized
    these costs as a regulatory asset, with a corresponding obligation, on its
    Consolidated Balance Sheets.

<F4>4.  SHORT-TERM DEBT

    The system companies have various revolving credit lines, totalling $485
    million.  NU, CL&P, WMECO, HWP, NNECO, and The Rocky River Realty Company
    (RRR) have established a revolving-credit facility with a group of
    16 banks.  Under this facility, the participating companies may borrow up
    to an aggregate of $360 million.  Individual borrowing limits as of January
    1, 1995 were $150 million for NU, $325 million for CL&P, $60 million for
    WMECO, $5 million for HWP, $50 million for NNECO, and $22 million for RRR.
     The system companies may borrow funds on a short-term revolving basis
    using either fixed-rate loans or standby loans.  Fixed rates are set using
    competitive bidding.  Standby-loan rates are based upon several alternative
    variable rates.  The system companies are obligated to pay a facility fee
    of 0.20 percent per annum of each bank's total commitment under the three-
    year portion of the facility, representing 75 percent of the total
    facility, plus 0.135 percent per annum of each bank's total commitment
    under the 364-day portion of the facility, representing 25 percent of the
    total facility.  At December 31, 1994 and 1993, there were $30.0 million
    and $22.5 million of borrowings, respectively, under the facility, all of
    which had been borrowed by other system companies.   At December 31, 1993,
    CL&P had $5 million in borrowings outstanding under this facility.



    The weighted average interest rates on notes payable to banks and
    commercial paper outstanding on December 31, 1994 were 6.2 percent and 6.4
    percent, respectively.  The weighted average interest rate on notes payable
    to banks outstanding on December 31, 1993 was 3.3 percent.

    Certain subsidiaries of NU, including CL&P, are members of the Northeast
    Utilities System Money Pool (Pool).  The Pool provides a more efficient use
    of the cash resources of the system, and reduces outside short-term
    borrowings.  NUSCO administers the Pool as agent for the member companies.
     Short-term borrowing needs of the member companies are first met with
    available funds of other member companies, including funds borrowed by NU
    parent.  NU parent may lend to the Pool but may not borrow.  Funds may be
    withdrawn from or repaid to the Pool at any time without prior notice.
    However, borrowings based on loans from NU parent bear interest at NU
    parent's cost and must be repaid based upon the terms of NU parent's
    original borrowing.  Investing and borrowing subsidiaries receive or pay
    interest based on the average daily Federal Funds rate.  At December 31,
    1994 and 1993, CL&P had $92.8 million and $1.3 million, respectively, of
    borrowings outstanding from the Pool.  The interest rate on borrowings from
    the Pool on December 31, 1994 and 1993 were 4.9 percent and 2.9 percent,
    respectively.

    Maturities of CL&P's short-term debt obligations are for periods of three
    months or less.

    The amount of short-term borrowings that may be incurred by the company is
    subject to periodic approval by the SEC under the 1935 Act.  In addition,


    the charter of CL&P contains provisions restricting the amount of short-
    term borrowings.  Under the SEC and/or charter restrictions, the company
    was authorized, as of January 1, 1995, to incur short-term borrowings up to
    a maximum of $325 million.

<F5>5.  PREFERRED STOCK NOT SUBJECT TO MANDATORY REDEMPTION

    Details of preferred stock not subject to mandatory redemption are:


                          December 31,      Shares
                              1994       Outstanding
                           Redemption    December 31,             December
                                                                     31,
                                                        -----------------------------
      Description            Price           1994         1994      1993       1992
-------------------------------------------------------------------------------------
                                                            (Thousands of Dollars)
                                                                    
$1.90 Series of 1947         $52.50        163,912       $8,196    $8,196     $8,196
$2.00 Series of 1947         $54.00        336,088       16,804    16,804     16,804
$2.04 Series of 1949         $52.00        100,000        5,000     5,000      5,000
$2.06 Series E of 1954       $51.00        200,000       10,000    10,000     10,000
$2.09 Series F of 1955       $51.00        100,000        5,000     5,000      5,000
$2.20 Series of 1949         $52.50        200,000       10,000    10,000     10,000
$3.24 Series G of 1968       $51.84        300,000       15,000    15,000     15,000
$3.80 Series J of 1971         -            -            -          -         20,000
$4.48 Series H of 1970         -            -            -          -         15,000
$4.48 Series I of 1970         -            -            -          -         20,000
3.90% Series of 1949         $50.50        160,000        8,000      8,000     8,000
4.50% Series of 1956         $50.75        104,000        5,200      5,200     5,200
4.50% Series of 1963         $50.50        160,000        8,000      8,000     8,000
4.96% Series of 1958         $50.50        100,000        5,000      5,000     5,000
5.28% Series of 1967         $51.43        200,000       10,000     10,000    10,000
6.56% Series of 1968         $51.44        200,000       10,000     10,000    10,000
7.60% Series of 1971           -            -            -            -        9,996
1989 Adjustable Rate
    DARTS                    $25.00      2,000,000       50,000     50,000    50,000
                                                         ------    ------     ------

Total preferred stock
 not subject to
 mandatory redemption                                   $166,200  $166,200   $231,196
                                                        ========  ========   ========




    All or any part of each outstanding series of such preferred stock may be
    redeemed by the company at any time at established redemption prices plus
    accrued dividends to the date of redemption.

    As of January 23, 1995, CL&P Capital, L.P., a subsidiary of CL&P, issued
    $100 million of 9.3 percent cumulative Monthly Income Preferred Securities
    to help finance the expected retirement of $125 million of CL&P preferred
    stock.

<F6>6.  PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION

    Details of preferred stock subject to mandatory redemption are:


                              December 31,    Shares
                                 1994      Outstanding        December 31,
                               Redemption   December 31, ----------------------------
         Description             Price*        1994       1994      1993      1992
-------------------------------------------------------------------------------------
                                                          (Thousands of Dollars)
                                                               
9.10% Series of 1987               -          -          $   -     $   -     $ 50,000

9.00% Series of 1989             $26.50     3,000,000      75,000    75,000    75,000
7.23% Series of 1992             $52.41     1,500,000      75,000    75,000    75,000
5.30% Series of 1993             $51.00     1,600,000      80,000    80,000      -
                                                         --------  --------  --------
                                                          230,000   230,000   200,000
Less preferred stock to be
 redeemed within one year                                   3,750      -        2,500
                                                         --------  --------  --------
Total preferred stock subject
 to mandatory redemption                                 $226,250  $230,000  $197,500
                                                         ========  ========  ========

*Each of these series is subject to certain refunding limitations for the first
 five years after they were issued.  Redemption prices reduce in future years.




   The following table details redemption and sinking fund activity for
   preferred stock subject to mandatory redemption:


                                      Minimum
                                       Annual                Shares Reacquired
                                    Sinking-Fund      ------------------------------
         Series                     Requirement         1994       1993       1992
------------------------------------------------------------------------------------
                                (Thousands of Dollars) 
                                                                
 $5.52   Series L of 1975          $    -                -          -        38,524
 11.52%  Series of 1975                 -                -          -        19,318
 10.48%  Series of 1980                 -                -          -       280,000


 9.10%   Series of 1987                 -                -      2,000,000      -
 9.00%   Series of 1989 (1)            3,750             -          -          -
 7.23%   Series of 1992 (2)            3,750             -          -          -
 5.30%   Series of 1993 (3)           16,000             -          -          -



(1)Sinking fund requirements commence October 1, 1995.
(2)Sinking fund requirements commence September 1, 1998.
(3)Sinking fund requirements commence October 1, 1999.

The minimum sinking-fund provisions of the series subject to mandatory
redemption, for the years 1995 through 1999, aggregate approximately $3,750,000
in 1995, 1996, and 1997, $7,500,000 in 1998, and $23,500,000 in 1999.  In case
of default on sinking-fund payments or the payment of dividends, no payments may
be made on any junior stock by way of dividends or otherwise (other than in
shares of junior stock) so long as the default continues.  If the company is in
arrears in the payment of dividends on any outstanding shares of preferred
stock, the company would be prohibited from redemption or purchase of less than
all of the preferred stock outstanding.  All or part of each of the series named
above may be redeemed by the company at any time at established redemption
prices plus accrued dividends to the date of redemption, subject to certain
refunding limitations.



<F7>7.  LONG-TERM DEBT


    Details of long-term debt outstanding are:           December 31,
                                                 ------------------------
                                                  1994          1993
    ---------------------------------------------------------------------
                                                   (Thousands of Dollars)
    First Mortgage Bonds:
    Series 1964     due 1994                      $    -          12,000
    Series WW       due 1994                           -         170,000
    Series 1967     due 1997                           -          20,000
    Series S        due 1997                           -          30,000
    Series UU       due 1997                         200,000     200,000
    Series U        due 1998                           -          40,000
    Series 1968     due 1998                           -          25,000
    Series T        due 1998                          20,000      20,000
    Series 1968     due 1998                           -          10,000
    Series VV       due 1999                         100,000     100,000
    Series A        due 1999                         140,000        -
    Series XX       due 2000                         200,000     200,000
    Series X        due 2001                           -          30,000
    Series 1971     due 2001                           -          30,000
    Series 1972     due 2002                           -          35,000
    Series Y        due 2002                           -          50,000
    Series Z        due 2003                           -          50,000
    Series 1973     due 2003                           -          40,000
    Series B        due 2004                         140,000        -
    Series QQ       due 2018                           -          75,000
    Series RR       due 2019                           -          75,000
    Series SS       due 2019                           -          75,000
    Series TT       due 2019                          20,000      20,000
    Series YY       due 2023                         100,000     100,000
    Series C        due 2024                         115,000        -
    Series D        due 2024                         140,000        -
    Series ZZ       due 2025                         125,000     125,000
                                                  ----------  ----------
    Total First Mortgage Bonds                     1,300,000   1,532,000

    Pollution Control Notes:
       Variable rate, due 2016-2022                   46,400      46,400
       Tax exempt, due 2028                          315,500     315,500
    Fees and interest due for spent fuel
       disposal costs (Note 1M)                      141,694     136,125
    Other                                             28,398      35,417
    Less amounts due within one year                   8,111     314,020
    Unamortized premium and discount, net             (8,302)     (8,162)
                                                  ----------  ----------

         Long-term debt, net                      $1,815,579  $1,743,260
                                                  ==========  ==========





    Long-term debt maturities and cash sinking-fund requirements on debt
    outstanding at December 31, 1994 for the years 1995 through 1999 are
    approximately:  $8,111,000, $9,372,000, $210,828,000, $20,011,000, and
    $240,005,000, respectively.  In addition, there are annual one-percent
    sinking-and improvement-fund requirements, currently amounting to
    $13,000,000 for 1995, 1996 and 1997, $11,000,000 for 1998,  and $10,800,000


    for 1999.  Such sinking- and improvement-fund requirements may be satisfied
    by the deposit of cash or bonds or by certification of property additions.

    All or any part of each outstanding series of first mortgage bonds may be
    redeemed by the company at any time at established redemption prices plus
    accrued interest to the date of redemption, except certain series which are
    subject to certain refunding limitations during their respective initial
    five-year redemption periods.

    Essentially all of the company's utility plant is subject to the lien of
    its first mortgage bond indenture.  As of December 31, 1994 and 1993, the
    company has secured $315.5 million of pollution control notes with second
    mortgage liens on Millstone 1, junior to the liens of its first mortgage
    bond indenture.  The average effective interest rates on the variable-rate
    pollution control notes ranged from 2.7 percent to 3.3 percent for 1994 and
    2.4 percent to 2.7 percent for 1993.





<F8>8.  INCOME TAX EXPENSE

    The components of the federal and state income tax provisions are:




For the Years Ended December 31,                          1994      1993 (Note 1I)      1992
-----------------------------------------------------------------------------------------------
                                                              (Thousands of Dollars)
                                                                              

Current income taxes:
Federal                                                  $108,371       $115,403       $ 61,773
State                                                      39,966         44,473         27,153
                                                         --------       --------       --------
   Total current                                          148,337        159,876         88,926
                                                         --------       --------       --------

Deferred income taxes, net:
Federal                                                    44,180          3,808         60,788
State                                                         842        (12,987)        11,833
                                                         --------       --------       --------
   Total deferred                                          45,022         (9,179)        72,621
                                                         --------       --------       --------
  Investment tax credits, net                              (7,358)       (11,009)        (6,230)
                                                         --------       --------       --------

Total income tax expense                                 $186,001       $139,688       $155,317
                                                         ========       ========       ========



The components of total income tax expense are classified as follows:

Income taxes charged to operating expenses               $195,038      $144,547        $172,236
Income taxes associated with the
    amortization of deferred nuclear plants
    return - borrowed funds                                -              -            (15,157)
Income taxes associated with allowance for
  funds used during construction (AFUDC) and
  deferred nuclear plants return -
  borrowed funds                                           -              -               9,409
Other income taxes - credit                                (9,037)      (4,859)         (11,171)
                                                         --------      --------        --------

Total income tax expense                                 $186,001      $139,688        $155,317
                                                         ========      ========        ========



Deferred income taxes are comprised of the tax effects of temporary differences as follows:


For the Years Ended December 31,                          1994      1993 (Note 1I)      1992
-----------------------------------------------------------------------------------------------
                                                               (Thousands of Dollars)

Depreciation, leased nuclear fuel, settlement
  credits, and disposal costs                             $38,874        $42,663        $43,715



Demand-side management                                        203          9,156         13,506
Postretirement benefits accrual                            (1,019)        (2,579)          -
Energy adjustment clauses                                  14,465        (52,189)        12,627
AFUDC and deferred nuclear plants return, net             (18,483)       (13,741)        (5,748)
Early retirement program                                      671         (3,355)         3,988
Pension accrual                                               742          3,553            885
Settlement, canceled independent power plants               -              -              7,251
Loss on bond redemption                                     9,183          8,145             10
Other                                                         386           (832)        (3,613)
                                                          -------        -------        --------
Deferred income taxes, net                                $45,022        ($9,179)       $72,621
                                                          =======        ========       ========



A reconciliation between income tax expense and the expected tax expense at the applicable
  statutory rate is as follows:

For the Years Ended December 31,                             1994   1993 (Note 1I)      1992
------------------------------------------------------------------------------------------------
                                                                  (Thousands of Dollars)
Expected federal income tax at 35 percent of pretax
  income for 1994 and 1993 and at 34 percent for 1992    $134,501      $115,898        $123,091
Tax effect of differences:
 Depreciation differences                                  18,602         19,264         15,826
 Deferred nuclear plants return - other funds              (4,681)        (8,294)       (12,035)
 Amortization of deferred nuclear plants return -
  other funds                                              19,755         18,648         14,511
 Property tax differences                                   5,286        (12,320)          (732)


 Investment tax credit amortization                        (7,358)       (11,009)        (6,230)
 State income taxes, net of federal
  benefit                                                  26,526         20,466         25,730
 Adjustment for prior years taxes                          (2,706)        (2,330)        (3,500)
 Other, net                                                (3,924)          (635)        (1,344)
                                                         --------       --------       --------
 Total income tax expense                                $186,001       $139,688       $155,317
                                                         ========       ========       ========










9.  EMPLOYMENT BENEFITS

<F9A>A. PENSION BENEFITS

        The company participates in a uniform noncontributory defined benefit
        retirement plan covering all regular system employees.  Benefits are
        based on years of service and employees' highest eligible compensation
        during five consecutive years of employment.  The company's direct
        portion of the system's pension (income)/cost, part of which was
        charged to utility plant, approximated $(2.3) million in 1994, $7.6
        million in 1993, and ($1.7) million in 1992.  The company's pension
        costs for 1994 and 1993 include approximately $4.8 million and $13.1
        million, respectively, related to work-force reduction programs.

        Currently, the company funds annually an amount at least equal to that
        which will satisfy the requirements of the Employment Retirement Income
        Security Act and the Internal Revenue Code.  Pension costs are
        determined using market-related values of pension assets.  Pension
        assets are invested primarily in domestic and international equity
        securities and bonds.

        The components of net pension cost for CL&P are:

      For the Years Ended December 31,            1994       1993       1992
      --------------------------------------------------------------------------
                                                   (Thousands of Dollars)

      Service cost                                $13,072    $21,907    $10,614


      Interest cost                                36,103     35,055     36,308
      Return on plan assets                         1,020    (80,615)   (40,377)
      Net amortization                            (52,536)    31,254     (8,206)
                                                  -------    --------   --------
      Net pension (income)/cos                    ($2,341)    $7,601    ($1,661)
                                                  =======     =======    =======




      For calculating pension cost, the following assumptions were used:


      For the Years Ended December 31,               1994        1993      1992
      --------------------------------------------------------------------------
                                                      (Thousands of Dollars)

      Discount rate                                 7.75%       8.00%      8.50%
      Expected long term rate
        of return                                    8.50       8.50       9.00
      Compensation/progression rate                  4.75       5.00       6.75



      The following table represents the plan's funded status reconciled
       to the Consolidated Balance Sheets:

      At December 31,                               1994       1993
      -----------------------------------------------------------------
                                                 (Thousands of Dollars)
     

      Accumulated benefit obligation,
       including $374,109,000 of vested benefits
       at December 31, 1994 and $380,238,000
       of vested benefits at December 31, 1993     $401,889   $409,136
                                                   ========   ========

      Projected benefit obligation                 $471,079   $484,396
      Market value of plan assets                   568,294    604,320
                                                   --------   --------
      Market value in excess of projected           
        benefit obligation                           97,215    119,924
      Unrecognized transition amount                 (9,204)   (10,125)
      Unrecognized prior service costs                1,420      1,547
      Unrecognized net (gain)                       (88,845)  (113,100)
                                                   ---------  ---------
      Prepaid/(Accrued) pension liability              $586    ($1,754)
                                                   =========  =========


        The following actuarial assumptions were used in calculating the Plan's
        year-end funded status:

        At December 31,                    1994          1993
        ------------------------------------------------------------

                                             (Thousands of Dollars)

        Discount rate ............         8.25%         7.75%
        Compensation/progression rate      5.00          4.75




>F9B>B. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

        The company provides certain health care benefits, primarily medical
        and dental, and life insurance benefits through a benefit plan to
        retired employees.  These benefits are available for employees leaving
        the company who are otherwise eligible to retire and have met specified
        service requirements.  Effective January 1, 1993, the company adopted
        SFAS 106, Employer's Accounting for Postretirement Benefits Other Than
        Pensions on a prospective basis.  CL&P's direct portion of health care
        and life insurance costs, part of which were deferred or charged to
        utility plant, approximated $22.3 million in 1994, $23.2 million in
        1993, and $8.8 million in 1992.

        On January 1, 1993, the accumulated postretirement benefit obligation
        represented the company's transition obligation upon the adoption of
        SFAS 106.  As allowed by SFAS 106, the company is amortizing its
        transition obligation of approximately $148 million over a 20-year
        period.  For current employees and certain retirees, the total SFAS 106
        benefit is limited to two times the 1993 per-retiree health care costs.
        The SFAS 106 obligation has been calculated based on this assumption.

        During 1994, the company funded through external trusts an amount
        equivalent to total SFAS 106 benefits paid for 1994.  During 1993, the
        company did not fund SFAS 106 postretirement costs through external
        trusts.  The company expects to fund, annually, total SFAS 106 costs,
        including benefits paid amounts, once they have been rate recovered and
        which also are tax-deductible under the Internal Revenue Code.  The
        trust assets are invested primarily in equity securities and bonds.

        The following table represents the plan's funded status reconciled to
        the Consolidated Balance Sheet:

        At December 31,                                  1994       1993
        --------------------------------------------------------------------
                                                      (Thousands of Dollars)
        Accumulated postretirement
         benefit obligation of:
         Retirees ..........................           $129,111   $119,520
         Fully eligible active employees ...                241        288
         Active employees not eligible to retire         25,203     29,270
                                                      ---------  ---------
        Total accumulated postretirement 
         benefit obligation                             154,555    149,078

        Market value of plan assets  .......                167       -
                                                      ---------  ---------
        Accumulated postretirement benefit obligation
         in excess of plan assets  .........           (154,388)  (149,078)

        Unrecognized transition amount .....            132,194    139,539

        Unrecognized net loss (gain)  ......                192     (2,591)
                                                      ----------  ---------


        Accrued postretirement benefit liability       $(22,002)  $(12,130)
                                                       ========   ========


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

        The components of health care and life insurance costs are:

        For the Years Ended December 31,           1994       1993
        ------------------------------------------------------------

                                                  (Thousands of Dollars)

        Service cost .......................      $ 2,371    $ 3,397
        Interest cost ......................       12,157     12,091
        Return on plan assets  .............            2      -
        Net amortization ...................        7,774      7,682
                                                  -------    -------

        Net health care and life insurance costs  $22,304    $23,170
                                                  =======    =======

        The following actuarial assumptions were used in calculating the plan's
        year end funded status:
        At December 31,                         1994       1993
        ------------------------------------------------------------


        Discount rate ......................    8.00%      7.75%
        Long-term rate of return - health 
          assets, net of tax................    5.00       5.00
        Long-term rate of return - life assets             8.50  8.50
        Health care cost trend rate (a) ....   10.20      11.10



        (a) The annual growth in per capita cost of covered health care
            benefits was assumed to decrease to 5.4 percent by 2002.

        The effect of increasing the assumed health care cost trend rates by
        one percentage point in each year would increase the accumulated
        postretirement benefit obligation as of December 31, 1994 by $8.6
        million and the aggregate of the service and interest cost components
        of net periodic postretirement benefit cost for the year then ended by
        $763,000.  The trust holding the plan assets is subject to federal
        income taxes at a 35-percent tax rate.

        CL&P has received regulatory approval to defer SFAS 106 costs in excess
        of costs incurred on a pay-as-you-go basis.  Deferral of such costs is
        permitted since it is expected that the period of recovery of deferred
        costs will be within the time frame established by the applicable
        accounting requirements.

10. COMMITMENTS AND CONTINGENCIES

<F10A>A.CONSTRUCTION PROGRAM
        The construction program is subject to periodic review and revision.
        Actual construction expenditures may vary from estimates due to factors
        such as revised load estimates, inflation, revised nuclear safety
        regulations, delays, difficulties in the licensing process, the
        availability and cost of capital, and the granting of timely and
        adequate rate relief by regulatory commissions, as well as actions by
        other regulatory bodies.



        CL&P currently forecasts construction expenditures (including AFUDC) of
        approximately $716.9 million for the years 1995-1999, including $147.7
        million for 1995.  In addition, the company estimates that nuclear fuel
        requirements, including nuclear fuel financed through the NBFT, will be
        approximately $257.4 million for the years 1995-1999, including $46.8
        million for 1995.  See Note 2, "Leases," for additional information
        about the financing of nuclear fuel.

<F10B>B.NUCLEAR PERFORMANCE
        Outages that occurred over the period October 1990 through February
        1992 at the Millstone nuclear units have been the subject of five
        ongoing prudence reviews in Connecticut.  CL&P has received final
        decisions on each of the reviews.  The Office of Consumer Counsel (OCC)
        appealed decisions favorable to the company in two dockets.  For the
        one appeal decided, which related to a procedural issue, the OCC
        prevailed and the case has been remanded to the DPUC for further
        proceedings.  The exposure under these two dockets is approximately $66
        million.  The DPUC has suspended a third docket, pending the outcome of
        one of the appeals.  The exposure under this remaining docket is $26
        million.  Management believes that its actions with respect to these
        outages have been prudent, and it does not expect the outcome of the
        appeals to result in material disallowances.

        In October 1994, Millstone 2 began a planned refueling and maintenance
        outage that was originally scheduled for 63 days.  The outage has
        encountered several unexpected difficulties which have lengthened the
        duration of the outage.  The magnitude of the schedule impact is
        currently under review, but the unit is not expected to return to
        service before April 1995.  CL&P expects that replacement power costs
        in the range of $7 million per month will be attributable to the
        extension of the outage.  Recovery of the costs related to this outage
        is subject to scrutiny by the DPUC.

<F10C>C.ENVIRONMENTAL MATTERS
        CL&P is subject to regulation by federal, state, and local authorities
        with respect to air and water quality, handling the disposal of toxic
        substances and hazardous and solid wastes, and the handling and use of
        chemical products.  CL&P has an active environmental auditing and
        training program and believes that it is in substantial compliance with
        current environmental laws and regulations.

        Changing environmental requirements could hinder the construction of
        new generating units, transmission and distribution lines, substations,
        and other facilities.  The cumulative long-term, economic cost impact
        of increasingly stringent environmental requirements cannot accurately
        be estimated.  Changing environmental requirements could also require
        extensive and costly modifications to CL&P's existing generating units,
        and transmission and distribution systems, and could raise operating
        costs significantly.  As a result, CL&P may incur significant
        additional environmental costs, greater than amounts included in cost
        of removal and other reserves, in connection with the generation and
        transmission of electricity and the storage, transportation, and
        disposal of by-products and wastes.  CL&P may also encounter
        significantly increased costs to remedy the environmental effects of
        prior waste handling activities.



        CL&P has recorded a liability for what it believes is, based upon
        information currently available, its estimated environmental
        remediation costs for waste disposal sites for which it's expected  to
        bear legal liability.  In most cases, the extent of additional future
        environmental cleanup costs is not reasonably estimable due to a number
        of factors including the unknown magnitude of possible contamination,
        the appropriate remediation methods, the possible effects of future
        legislation or regulation, and the possible effects of technological
        changes.  At December 31, 1994, the liability recorded by CL&P for its
        estimated environmental remediation costs, excluding any possible
        insurance recoveries or recoveries from third parties, amounted to
        approximately $7 million.  However, in the event that it becomes
        necessary to effect environmental remedies that are currently not
        considered probable, it is reasonably possible that the upper limit of
        CL&P's environmental liability range could increase to approximately
        $10 million.

        CL&P cannot estimate the potential liability for future claims that may
        be brought against it.  However, considering known facts, existing
        laws, and regulatory practices, management does not believe the matters
        disclosed above will have a material effect on CL&P's financial
        position or future results of operations.

<F10D>D.NUCLEAR INSURANCE CONTINGENCIES
        The Price-Anderson Act currently limits public liability from a single
        incident at a nuclear power plant to $8.9 billion.  The first
        $200 million of liability would be provided by purchasing the maximum


        amount of commercially available insurance.  Additional coverage of up
        to a total of $8.3 billion would be provided by an assessment of
        $75.5 million per incident, levied on each of the 110 nuclear units
        that are currently subject to the Secondary Financial Protection
        Program in the United States, subject to a maximum assessment of
        $10 million per incident per nuclear unit in any year.  In addition, if
        the sum of all public liability claims and legal costs arising from any
        nuclear incident exceeds the maximum amount of financial protection,
        each reactor operator can be assessed an additional 5 percent, up to
        $3.8 million, or $415.3 million in total, for all 110 nuclear units.
        The maximum assessment is to be adjusted at least every five years to
        reflect inflationary changes.  Based on CL&P's ownership interests in
        Millstone 1, 2, and 3, and Seabrook 1, CL&P's maximum liability would
        be $173.6 million per incident.  In addition, through CL&P's power
        purchase contracts with the three operating Yankee regional nuclear
        generating companies, CL&P would be responsible for up to an additional
        $44.4 million per incident.  Payments for CL&P's ownership interest in
        nuclear generating facilities would be limited to a maximum of
        $27.5 million per incident per year.

        Effective January 1, 1995, insurance was purchased from Nuclear Mutual
        Limited (NML) to cover the primary cost of repair, replacement, or
        decontamination of utility property resulting from insured occurrences
        with respect to CL&P's ownership interest in Millstone 1, 2, 3, and CY.
         All companies insured with NML are subject to retroactive assessments
        if losses exceed the accumulated funds available to NML.  The maximum
        potential assessment against CL&P with respect to losses arising during


        the current policy year is approximately $13 million under the NML
        primary property insurance program.

        Insurance has been purchased from Nuclear Electric Insurance Limited
        (NEIL) to cover:  (1) certain extra costs incurred in obtaining
        replacement power during prolonged accidental outages with respect to
        CL&P's ownership interests in Millstone 1, 2, and 3, Seabrook 1, and
        CY; and (2) the excess cost of repair, replacement, or decontamination
        or premature decommissioning of utility property resulting from insured
        occurrences with respect to CL&P's ownership interests in Millstone 1,
        2, and 3, Seabrook 1, CY, MY, and VY.  All companies insured with NEIL
        are subject to retroactive assessments if losses exceed the accumulated
        funds available to NEIL.  The maximum potential assessments against
        CL&P, with respect to losses arising during current policy years are
        approximately $7.5 million under the replacement power policies and
        $32.2 million under the excess property damage, decontamination, and
        decommissioning policies.  Although CL&P has purchased the limits of
        coverage currently available from the conventional nuclear insurance
        pools, the cost of a nuclear incident could exceed available insurance
        proceeds.

        Insurance has been purchased from American Nuclear Insurers/Mutual
        Atomic Energy Liability Underwriters, aggregating $200 million on an
        industry basis for coverage of worker claims.  All participating
        reactor operators insured under this coverage are subject to
        retrospective assessments of $3.1 million per reactor.  The maximum
        potential assessments against CL&P with respect to losses arising
        during the current policy period are approximately $9.2 million.




<F10E>E.PURCHASED POWER ARRANGEMENTS
        CL&P along with PSNH and WMECO purchase approximately 10 percent of
        their electricity requirements pursuant to long-term contracts with the
        Yankee companies.  Under the terms of its agreements, CL&P pays its
        ownership share (or entitlement share) of generating costs, which
        include depreciation, operation and maintenance expenses, taxes, the
        estimated cost of decommissioning, and a return on invested capital.
        These costs are recorded as purchased power expense, and are recovered
        through the company's rates.  CL&P's total cost of purchases under
        these contracts for the units that are operating amounted to $102.1
        million in 1994, $112.3 million in 1993, and $103.2 million in 1992.
        See Note 1D, "Summary Of Significant Accounting Policies - Investments
        and Jointly Owned Electric Utility Plant" and Note 3, "Nuclear
        Decommissioning" for more information on the Yankee companies.

        CL&P has entered into various arrangements for the purchase of capacity
        and energy from nonutility generators.  These arrangements generally
        have terms from 10 to 30 years, and require the company to purchase the
        energy at specified prices or formula rates.  For the 12 months ended
        December 31, 1994, approximately 14 percent of system electricity
        requirements was met by nonutility generators.  The total cost of the
        company's purchases under these arrangements amounted to $277.4 million
        in 1994, $279.8 million in 1993, and $267.3 million in 1992.  These
        costs are eventually recovered through the company's rates.


        The estimated annual costs of CL&P's significant purchase power
        arrangements are as follows:

                                 1995    1996   1997   1998     1999
        -------------------------------------------------------------

                                    (Millions of Dollars)

        Yankee companies ...... $110.2  $116.0 $103.7  $123.6 $118.1
        Nonutility generators .  301.1   315.9  322.5   329.3  329.2
<F10F>F.HYDRO-QUEBEC
        Along with other New England utilities, CL&P, PSNH, WMECO, and HWP
        entered into agreements to support transmission and terminal facilities
        to import electricity from the Hydro-Quebec system in Canada.  CL&P is
        obligated to pay, over a 30-year period, its proportionate share of the
        annual operation, maintenance, and capital costs of these facilities,
        which are currently forecast to be $97.7 million for the years 1995-
        1999, including $21.8 million for 1995.

<F11>11.DERIVATIVE FINANCIAL INSTRUMENTS

    The company utilizes derivative financial instruments to manage well-
    defined interest-rate and fuel- price risks.  The company does not use them
    for trading purposes.

    Interest-Rate Cap Contracts:  CL&P has entered into interest-rate cap
    contracts with financial institutions in order to reduce a portion of the
    interest-rate risk associated with certain variable-rate tax-exempt


    pollution control revenue bonds.  During 1994, there was one outstanding
    contract held by CL&P covering $340 million of variable-rate debt, with a
    term of three years.  The contract entitles CL&P to receive from a
    counterparty the amounts, if any, by which the interest payments on a
    portion of its variable-rate tax-exempt pollution control revenue bonds
    exceed the J. J. Kenny High Grade Index.  This contract is settled on a
    quarterly basis.  As of December 31, 1994, CL&P had a total of $340 million
    in caps outstanding, with a positive mark-to-market position of
    approximately $3.7 million.

    Fuel Swaps:  CL&P also uses fuel-swap agreements with financial
    institutions to hedge against fuel-price risk created by long-term
    negotiated energy contracts.  These fuel swaps minimize exposure associated
    with rising fuel prices, and effectively fix CL&P's cost of fuel for these
    negotiated energy contracts.  Under the swap agreements, CL&P exchanges
    monthly payments based on the differential between a fixed and variable
    price for the associated fuel.  As of December 31, 1994, CL&P had five
    outstanding agreements with a total notional value of approximately $126
    million, and a positive mark-to-market position of approximately $3.1
    million.  These swap agreements have been made with various financial
    institutions, each of which are rated "A" or better by Standard and Poor's
    rating group.

    CL&P is exposed to credit risk on both the interest-rate caps and fuel
    swaps if the counterparties fail to perform their obligations.  However,
    CL&P anticipates that the counterparties will be able to fully satisfy
    their obligations under the contracts.


<F12>12.FAIR VALUE OF FINANCIAL INSTRUMENTS

    The following methods and assumptions were used to estimate the fair value
    of each of the following financial instruments:

    Cash and nuclear decommissioning trusts:  The carrying amounts approximate
    fair value.

    SFAS 115 requires investments in debt and equity securities to be presented
    at fair value and was adopted by the company on a prospective basis as of
    January 1, 1994.  As a result of the adoption of SFAS 115, the investments
    held in the company's nuclear decommissioning trusts decreased by
    approximately $3.8 million as of December 31, 1994, with a corresponding
    offset to the accumulated provision for depreciation.  The $3.8 million
    decrease represents cumulative gross unrealized holding gains of $1.6
    million, offset by cumulative gross unrealized holding losses of $5.4
    million.  There was no change in funding requirements of the trusts nor any
    impact on earnings as a result of the adoption of SFAS 115.

    Preferred stock and long-term debt:  The fair value of CL&P's fixed rate
    securities is based upon the quoted market price for those issues or
    similar issues.  Adjustable rate securities are assumed to have a fair
    value equal to their carrying value.



    The carrying amounts of CL&P's financial instruments and the estimated fair
    values are as follows:



                                             Carrying     Fair
    At December 31, 1994                      Amount      Value
    ----------------------------------------------------------------

                                                  (Thousands of Dollars)
    Preferred stock not subject to
     mandatory redemption ........       $   166,200 $   113,825

    Preferred stock subject to
     mandatory redemption ........           230,000     218,075

    Long-term debt -
      First Mortgage Bonds .......         1,300,000   1,182,894

      Other long-term debt .......           531,992     531,992

    -----------------------------------------------------------------
                                             Carrying     Fair
    At December 31, 1993                      Amount      Value
    ----------------------------------------------------------------

                                                  (Thousands of Dollars)
    Preferred stock not subject to
     mandatory redemption ........        $  166,200  $  128,826

    Preferred stock subject to
     mandatory redemption ........           230,000     240,400



    Long-term debt -
      First Mortgage Bonds .......         1,532,000   1,580,396

      Other long-term debt .......           533,442     539,518
    The fair values shown above have been reported to meet disclosure
    requirements and do not purport to represent the amounts at which those
    obligations would be settled.


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
---------------------------------------------------------------------




To the Board of Directors
of The Connecticut Light and Power Company:

    We have audited the accompanying consolidated balance sheets of The
Connecticut Light and Power Company and Subsidiaries (a Connecticut corporation
and a wholly owned subsidiary of Northeast Utilities) as of December 31, 1994
and 1993, and the related consolidated statements of income, common
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1994.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

    We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of The
Connecticut Light and Power Company and Subsidiaries as of December 31, 1994 and
1993, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles.

    As explained in Note 1B and 9B to the financial statements, effective
January 1, 1993, The Connecticut Light and Power Company and Subsidiaries
changed its methods of accounting for property taxes and postretirement benefits
other than pensions.

                                          /s/Arthur Andersen LLP
                                             ARTHUR ANDERSEN LLP


Hartford, Connecticut
February 17, 1995


THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------------------------------


This section contains management's assessment of CL&P's ( the company) financial
condition and the principal factors having an impact on the results of
operations.  The company is a wholly owned subsidiary of Northeast Utilities
(NU).  This discussion should be read in conjunction with the company's
financial statements and footnotes.

FINANCIAL CONDITION

OVERVIEW

Net income was approximately $198 million in 1994, as compared to approximately
$191 million in 1993.  The 1994 net income is higher as a result of higher
retail kilowatt-hour sales, retail rate increases in 1993 and 1994, the deferral
of cogeneration expenses, and reduced operation and interest costs.  These
increases were partially offset by lower revenues from wholesale sales.  The
1993 net income was impacted by a number of one-time items, including the
cumulative effect of a one-time change in the accounting for municipal property
taxes, which resulted in an increase in 1993 net income of approximately
$48 million.  In addition, 1993 net income reflected a decrease of approximately
$10 million for the costs of the company's employee-reduction program and a
decrease of approximately $15 million for disallowances in 1993 ordered in the
company's retail rate case.  Net income before the effects of the change in
accounting for property taxes and other one-time items was approximately
$169 million in 1993.

In 1994, the company experienced its most significant retail kilowatt-hour sales
growth in six years, due in large part to the beginning of an economic recovery
in New England.  Employment levels have risen, unemployment rates have fallen,
and personal income has increased.  The company's 1994 retail sales rose by
3.4 percent over 1993.  Overall, weather had little effect on sales volume, with
mild weather after mid-August offsetting unusually cold weather in January and
hot weather in late June and July.

In 1995, the company expects little retail sales growth over 1994, primarily
because of the effects of higher interest rates on the regional economy and
further cutbacks in defense-related industries in Connecticut.  The company
estimates compounded annual sales growth of 1.4 percent from 1994 through 1999.

Competitive forces within the electric utility industry are continuing to
increase due to a variety of influences, including legislative and regulatory
actions, technological advances, and changes in consumer demand.  The company
has developed, and is continuing to develop, a number of initiatives to retain
and continue to serve its existing customers and to expand its retail and
wholesale customer base.

The company believes the steps it is taking including a companywide process
reengineering effort, will have significant, positive effects, including reduced
operating costs and improved customer service, in the next few years.  The
company also benefits from a diverse retail base with no significant dependence
on any one retail customer or industry.

CL&P continues to operate predominantly in a state-approved franchise territory
under traditional cost-of-service regulation.  Retail wheeling, under which a
retail customer would be permitted to select an electricity supplier and require
the local electric utility to transmit the power to the customer's site, is not
required in Connecticut.  In 1994, Connecticut regulators reviewed the
desirability of retail wheeling and determined that it was not in the best
interest of the state until new generating capacity is needed, which the NU
system projects to be in the year 2009.  Connecticut regulators are presently
studying the potential restructuring of the electric utility industry.  To date,
this regulatory proceeding has not progressed to the point where management can
assess the impact of any potential outcome on the company.

While retail competition is not required in the company's retail service
territory, competitive forces are nonetheless influencing retail pricing.  These
forces include competition from alternate fuels such as natural gas, competition
from customer-owned generation, and regional competition for business retention
and expansion.  The company's retail business group continues to work with
customers to address their concerns.  The company has reached long-term rate
agreements with many new and existing customers to gain or retain their
business.   In general, these rate agreements have terms of about five years.
Negotiated retail rate reductions for customers under rate agreements in effect
for 1994 amounted to approximately $11 million.  Management believes that the
aggregate amount of negotiated retail rate reductions will increase in 1995 but
that the related agreements will continue to provide significant benefits to the
system, including the preservation of approximately 3 percent of retail
revenues.

The company is also working with its regulators to address the needs of
customers more widely.  The company has a three-year rate agreement in effect
through June 1996.   Management  will continue to evaluate the use of agreements
of this type to keep retail rates competitive.

The company acts as both a buyer and a seller of electricity in the highly
competitive wholesale electricity market in the Northeastern United States
(Northeast).  Many of the contracts signed in the late 1980s have or will expire
in the mid-1990s.  Much of the revenue produced by such contracts has not been
replaced through new wholesale power arrangements.  As a result, wholesale power
revenues fell to approximately $215 million in 1994 from approximately $268 mil-
lion in 1993.  Unless prices on the wholesale market improve, revenues are
expected to fall still further in 1995 before stabilizing in late 1996 and 1997.
Wholesale sales are made primarily to investor-owned utilities and municipal or
cooperative electric systems in the Northeast.  The company will be increasing
its efforts to increase wholesale sales through intensified marketing efforts.
The company's wholesale power marketing efforts benefit from the interconnection
of the NU system's transmission system with all of the major utilities in New
England, as well as with the three largest electric utilities in New York state.

RATE MATTERS

The company follows accounting principles that allow the rate treatment for
certain events or transactions to be reflected.  These principles may differ
from the accounting principles followed by nonregulated enterprises.  Regulators
may permit incurred costs, which would normally be treated as expenses by
nonregulated enterprises,  to be deferred as regulatory assets and recovered in
revenues at a later date.  Regulatory assets at December 31, 1994 were
approximately $1.4 billion.  Based on current regulation, the company believes
that its use of regulatory accounting is still appropriate.

See the "Notes to Consolidated Financial Statements," Note 1H, for further 
details on regulatory accounting.

CL&P's retail rates increased by approximately $47 million, or 2.04 percent, in
July 1994, representing the second step of a three-year rate plan approved by


the Department of Public Utility Control (DPUC) in 1993.  The third step of an
approximately $48 million, or 2.06 percent, increase will become effective in
July 1995.  CL&P's 1993 rate decision has been appealed by the Connecticut
Office of Consumer Counsel and the city of Hartford.   If this appeal prevails
there may be revenues subject to refund, however, management believes that the
possibility of the appeal prevailing is unlikely.

CL&P recovers from or refunds to customers certain fuel costs if the nuclear
units do not operate at a predetermined capacity factor (currently 72 percent)
through a Generation Utilization Adjustment Clause (GUAC).  For the GUAC year
ended July 31, 1994, the DPUC found that CL&P overrecovered its fuel costs and
reduced by  approximately $8 million CL&P's overall request to recover
approximately $24 million of deferred GUAC costs.  The company plans to appeal
the decision in court as it did for a similar DPUC decision on the 1992-1993
GUAC period, which also disallowed approximately $8 million of GUAC costs.

For the GUAC year ended July 31, 1995, CL&P expects to defer in excess of
$50 million of GUAC fuel costs for projected nuclear performance below
72 percent.  As of December 31, 1994, CL&P has reserved approximately
$13 million against this amount based on the methodology applied by the DPUC in
the previous GUAC decisions.

NUCLEAR PERFORMANCE

The composite capacity factor of the five nuclear generating units that the NU
system operates - including the Connecticut Yankee (CY) nuclear unit was
67.5 percent for 1994, compared with 80.8 percent for 1993 and a 1994 national
average of 73.2 percent.  The lower 1994 capacity factor was primarily the
result of extended refueling and maintenance outages for Millstone 1,
Millstone 2, and Seabrook.  CY, Seabrook, and Millstone 2 were also out of
service for varying lengths of time in 1994 because of unexpected technical and
operating difficulties.  These difficulties included a manual shutdown of CY
when both service water headers were declared inoperable, an automatic trip from
100 percent power for Seabrook when a main steam isolation valve closed during
quarterly surveillance testing, and a Millstone 2 shutdown to replace a degraded
lower seal on a reactor coolant pump.

On October 1, 1994, Millstone 2 was shut down for a planned 63-day refueling and
maintenance outage.  The outage has encountered several unexpected difficulties,
which will lengthen the duration of the outage.  The outage extensions were
caused by a significant scope increase in service water system repairs as
identified through a comprehensive inspection plan and by a need for management
to exercise a deliberate approach to the conduct of work during the early
portions of the outage.  The outage schedule is currently under review, but the
unit is not expected to return to service before April 1995.  Replacement-power
costs attributable to the extension of the outage for CL&P are expected to be in
the range of approximately $7 million per month.  These costs are deferred for
future recovery through the GUAC.  (See rate matters above for further
discussion of the GUAC.)  In addition, CL&P's operation and maintenance costs to
be incurred during the outage are estimated to be $42 million, an increase of
$15 million as a result of the extension.   The recovery of these costs is
subject to prudence review in Connecticut.

The Nuclear Regulatory Commission's (NRC's) latest report for the Millstone
Station noted significant weaknesses in Millstone 2's operations and
maintenance.  In a recent public statement in late 1994, a senior NRC official
expressed disappointment with the continued weaknesses in Millstone 2's
performance.  The primary cause of the NRC's disappointment  with Millstone 2's
performance appears to be that, despite significant management attention and
action over a period of years, the NRC does not believe it has seen enough
objective evidence of improvement in reducing procedural noncompliance and other
human errors.  Management has acknowledged the basis for the NRC's concern with
Millstone 2 and has been devoting increased attention to resolving these issues.
Management and the NRC expect to continue to monitor closely the developments
at Millstone 2.

ENVIRONMENTAL MATTERS

NU devotes substantial resources to identify and then to meet the multitude of
environmental requirements it faces.   NU has active auditing programs
addressing a variety of different regulatory requirements, including an
environmental auditing program to detect and remedy noncompliance with
environmental laws or regulations.

The company is potentially liable for environmental cleanup costs at a number of
sites both inside and outside its service territories.  To date, the future
estimated environmental remediation liability has not been material with respect
to the earnings or financial position of the company.  At December 31, 1994, the
liability recorded by the company, amounted to approximately $7 million.  These
costs could rise to as much as $10 million if alternate remedies become
necessary.

The company expects that the implementation of the Clean Air Act Amendments of
1990  (CAAA) as they relate to sulfur dioxide emissions will require only modest
emissions reductions for the company.  CL&P's  exposure is minimal because of
the company's investment in nuclear energy in the 1970s and 1980s and the
burning of low-sulfur fuels.  The CAAA requirements for emission limits for
nitrogen oxides will initially be met by capital expenditures of approximately
$10 million.


NUCLEAR DECOMMISSIONING


The company's estimated cost to decommission its shares of Millstone units 1, 2,
and 3 and Seabrook is approximately $853 million in year-end 1994 dollars.  In
addition, the company's estimated cost to decommission its shares of the
regional nuclear generating units is approximately $197 million.  These costs
are being recognized over the lives of the respective units and a portion of the
costs is being recovered through rates.  Yankee Atomic Electric Company (YAEC)
has begun component removal activities related to the decommissioning of its
nuclear facility.  The company's estimated obligation to YAEC has been recorded
on its Consolidated Balance Sheets.  Management expects that the company will
continue to be allowed to recover these costs.

The staff of the Securities and Exchange Commission has questioned certain of
the current accounting practices of the electric utility industry, including
this company, regarding the recognition, measurement, and classification of
decommissioning costs for nuclear generating stations in the financial
statements of electric utilities.  The Financial Accounting Standards Board is
currently reviewing the accounting for removal costs, including decommissioning.
If current electric utility industry accounting practices for such decom-
missioning costs are changed:  (1) annual provisions for decommissioning could
increase, (2) the estimated costs for decommissioning could be recorded as a
liability rather than as accumulated depreciation, and (3) trust fund income
from the external decommissioning trust could be reported as investment income
rather than as a reduction to decommissioning expense.

See the "Notes to The Consolidated Financial Statements, "  Note 3, for further
information on nuclear decommissioning.


PROPERTY TAXES

CY has a significant court appeal for municipal property tax assessments in  the
town of Haddam, Connecticut.  The central issue in this case  is the fair market
value of utility property.   CY believes that the assessments should be based on
a fair market value that approximates net book cost.  This is the assessment
level that taxing authorities are predominantly using throughout Connecticut.
However, towns such Haddam advocate a method that approximates reproduction
costs.

CY's appeal is still pending.  The company estimates that, for assessments in
towns such as Haddam, the change to the reproduction cost methodology could
result in property valuations approximately three times greater than values
approximating net book cost.   If other towns in Connecticut adopt this
methodology, there could be a significant adverse impact on the company's future
results of operations and financial condition.  However, the extent to which
other towns successfully adopt this methodology and any subsequent increase in
the company's property tax liability cannot be determined at this time.

LIQUIDITY AND CAPITAL RESOURCES


Cash provided from operations decreased approximately $12 million in 1994, as
compared with  1993, primarily due to lower recovery of replacement-power costs
under the GUAC in 1994, partially offset by  higher revenues from rate increases
and sales combined with lower cash operating expenses.   Cash used for financing
activities was approximately $26 million lower in 1994, as compared with 1993,
primarily due to an increase in short-term debt, partially offset by higher net
reacquisitions and retirements of long-term debt.   Cash used for investments
increased $4 million in 1994, as compared with 1993.

In 1994, the company refinanced approximately $535 million of debt.   With
interest rates rising in mid-1994, much refinancing completed, and construction
needs remaining modest, the focus of CL&P's financing activities will shift
toward using the significant amount of cash generated by the company to retire
debt and to prepare the company for an increasingly competitive business
environment.

The company is obligated to meet approximately $531 million of long-term debt
and preferred stock maturities and cash sinking-fund requirements during the
1995 through 1999 period, including approximately $12 million for 1995.

The company's construction program expenditures, including allowance for funds
used during construction, for the period 1995 through 1999 are estimated to be
approximately $717 million, including approximately $148 million for 1995.  The
construction program's main focus is maintaining and upgrading the existing
transmission and distribution system, as well as nuclear and fossil-generating
facilities.  NU does not foresee the need for new major generating facilities,
at least until the year 2009.   Construction expenditures and debt sinking fund
requirements will continue to be met through internal cash generation.

CL&P entered into interest rate cap contracts to reduce a portion of the
interest rate risk on certain variable-rate tax-exempt pollution control revenue
bonds.   CL&P also uses fossil fuel-swap agreements to hedge against fuel-price
risk on certain long-term, negotiated energy contracts.  Any premiums paid on
these contracts are deferred and amortized over the life of the contracts.  The
differential paid or received as interest rates or fuel prices change is
recognized in income when realized.

See the "Notes To Consolidated Financial Statements," Note 8, for further
information on derivative financial instruments.



RESULTS OF OPERATIONS

OPERATING REVENUES

The components of the change in operating revenues for the past two years are
provided in the table below.


                           CHANGE IN OPERATING REVENUES

                                INCREASE/(DECREASE)

                            1994 VS. 1993   1993 VS. 1992
--------------------------------------------------------------------
                              (MILLIONS OF DOLLARS)

Regulatory decisions           $ 38             $34
Fuel and purchased power
 cost recoveries                (45)              2
Sales volume                     40               3
Wholesale revenues              (63)              7
Other revenues                   (8)              4
                               -----            ----


Total revenue change           $(38)            $50
                               ====             ===

Operating revenues decreased approximately $38 million in 1994 from 1993.  Reve-
nues related to regulatory decisions increased, primarily because of the effects
of the July 1993 and 1994 retail rate increases, partially offset by lower
recoveries for demand-side-management costs.   Fuel and purchased power cost
recoveries decreased primarily due to lower GUAC recoveries.   Sales volume
increased as a result of higher retail sales from an improving economy.   Retail
sales increased 3.4 percent in 1994 from 1993 sales levels.   Wholesale revenues
decreased primarily due to the expiration in late 1993 and 1994 of some
significant capacity sales contracts.

Operating revenues increased approximately $50 million in 1993 from 1992.
Revenues related to regulatory decisions increased, primarily because of the
effects of the June 1993 retail rate increase for CL&P and higher recoveries for
demand-side-management costs.   Retail sales were essentially flat in 1993.



FUEL, PURCHASED AND NET INTERCHANGE POWER

Fuel, purchased and net interchange power decreased approximately $89 million in
1994, as compared with 1993, primarily due to lower recognition of replacement-
power fuel costs in 1994, partially offset by a higher level of outside energy
purchases from other utilities in 1994.

Fuel, purchased and net interchange power increased approximately $59 million in
1993, as compared with 1992, primarily due to the timing in the recognition of
fuel expenses under the provisions of CL&P's fuel adjustment clauses, and 1993
disallowances of replacement-power costs as a result of regulatory reviews in
Connecticut, partially offset by lower outside purchases due to better nuclear
performance in 1993.



OTHER OPERATION AND MAINTENANCE EXPENSES

Other operation and maintenance expenses decreased approximately $21 million in
1994, as compared with 1993, primarily due to higher costs in 1993 associated
with early retirement programs,  lower 1994 payroll and benefit costs, lower
fossil-unit costs and lower capacity charges from the regional nuclear
generating units, partially offset by higher 1994 costs associated with the
operation and maintenance activities of the nuclear units and higher reserves
for excess/obsolete inventory at the nuclear and fossil units in 1994.


Other operation and maintenance expenses increased approximately $19 million in
1993, as compared with 1992, primarily due to the 1993 costs associated with an
employee-reduction program ($24 million) and higher 1993 postretirement benefit
costs, partially offset by lower costs associated with the operation and
maintenance activities of the nuclear units.

DEPRECIATION EXPENSES

Depreciation expenses increased approximately $11 million in 1994, as compared
to 1993, primarily as a result of higher depreciable plant balances, higher
average depreciation rates, and higher decommissioning collections.

Depreciation expenses increased $10 million in 1993, as compared to 1992,
primarily as a result of higher depreciation rates and higher depreciable plant
balances.

AMORTIZATION OF REGULATORY ASSETS, NET

Amortization of regulatory assets, net decreased approximately $35 million in
1994, as compared with 1993, primarily because of the deferral of  cogeneration
expenses beginning in July 1994  as allowed under the 1993 retail rate decision
and lower 1994 expenses associated with the recovery of Hydro-Quebec support
payments, partially offset by higher 1994 amortization of Millstone 3 and
Seabrook phase-in costs.

Amortization of regulatory assets, net increased approximately $39 million in
1993, as compared to 1992, primarily because of higher amortization of
Millstone 3 and Seabrook phase-in costs, the gross-up of taxes due to a required
change in the accounting for income taxes, and the amortization of costs paid to
the developers of two wood-to-energy plants as allowed in the 1993 rate
decision.

FEDERAL AND STATE INCOME TAXES

Federal and state income taxes increased approximately $46 million in 1994, as
compared with 1993, primarily because of higher taxable income.

Federal and state income taxes decreased approximately $21 million in 1993, as
compared with 1992, primarily because of lower taxable income and higher
investment tax credits, partially offset by an increase in flow-through
depreciation.

DEFERRED NUCLEAR PLANTS RETURN

Deferred nuclear plants return decreased approximately $17 million in 1994, as
compared with 1993, primarily because additional Millstone 3  investment was
phased into rates in 1994.

Deferred nuclear plants return decreased approximately $11 million in 1993, as
compared with 1992, primarily because additional Millstone 3 investment was
phased into rates in 1993.



OTHER INCOME, NET


Other income, net increased approximately $6 million in 1994, as compared with
1993, and decreased approximately $8 million in 1993, as compared with 1992,
primarily because of the 1993 allocation to customers of a portion of the
property tax accounting change as ordered  in the 1993 CL&P rate decision.

INTEREST CHARGES

Interest on long-term debt decreased approximately $14 million in 1994, as
compared with 1993, primarily because of lower average interest rates as a
result of refinancing activities and lower 1994 debt levels.

Interest on long-term debt decreased approximately $17 million in 1993, as
compared with 1992, primarily because of lower average interest rates as a
result of substantial refinancing activities.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE

The cumulative effect of the accounting change of approximately $48 million in
1993 represents the one-time change in the method of accounting for municipal
property tax expense recognized in the first quarter of 1993.

THE CONNECTICUT LIGHT AND POWER COMPANY

------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
------------------------------------------------------------------------------
                       1994        1993         1992       1991        1990
------------------------------------------------------------------------------

                                     (Thousands of Dollars)

Operating Revenues  $2,328,052  $2,366,050  $2,316,451  $2,275,737  $2,170,087

Operating Income....   282,159     240,095     287,811     323,835     320,641

Net Income..........   198,288     191,449(a)  206,714     240,818     224,783

Cash Dividends on
  Common Stock......   159,388     160,365     164,277     172,587     179,921

Total Assets........ 6,217,457   6,397,405   5,582,831   5,338,466   5,176,809
Long-Term Debt*..... 1,823,690   2,057,280   2,087,936   2,023,268   2,101,334
Preferred Stock Not
 Subject to Mandatory
 Redemption.........   166,200     166,200     231,196     306,195     306,195
Preferred Stock
 Subject to Mandatory
 Redemption*........   230,000     230,000     200,000     141,892     146,892
Obligations Under
 Capital Leases*....   175,969     177,418     197,404     208,924     233,919


* Includes portions due within one year.


(a) Includes the cumulative effect of a change in accounting for municipal 
    property tax expense, which increased earnings for common shares by $47.7 
    million.

------------------------------------------------------------------------
STATEMENTS OF QUARTERLY FINANCIAL DATA (UNAUDITED)
------------------------------------------------------------------------

                                        Quarter Ended
                      -------------------------------------------------

1994                     March 31  June 30    September 30December 31
---------------------------------------------------------------------

                                       (Thousands of Dollars)


Operating Revenues..    $619,815  $551,135      $598,706   $558,396
                        ========  ========      ========   ========

Operating Income....   $  88,796 $  58,190     $  73,640  $  61,533
                       ========= =========     =========  =========

Net Income..........   $  68,590 $  39,162     $  50,191  $  40,345
                       ========= =========     =========  =========

1993
------------------------------------------------------------------------


Operating Revenues..    $627,134  $559,894      $604,343   $574,679
                        ========  ========      ========   ========



Operating Income....   $  67,201 $  47,775     $  58,321  $  66,798
                       ========= =========     =========  =========

Net Income..........   $  91,596 $  13,775     $  39,068  $  47,010
                       ========= =========     =========  =========



THE CONNECTICUT LIGHT AND POWER COMPANY AND SUBSIDIARIES

------------------------------------------------------------------------
STATISTICS
------------------------------------------------------------------------


         Gross Electric              Average
          Utility Plant              Annual
          December 31,               Use Per      Electric
         (Thousands of  kWh Sales   Residential   Customers   Employees
            Dollars)    (Millions) Customer(kWh)  (Average) (December 31,)
--------------------------------------------------------------------------


1994      $6,327,967     26,975       8,775       1,086,400      2,587
1993       6,214,401     26,107       8,519       1,078,925      2,676
1992       6,100,682     25,809       8,501       1,075,425      3,028
1991       5,986,271     24,992       8,435       1,069,912      3,364
1990       5,881,500     25,039       8,434       1,064,695      3,517