Exhibit 10.42.1
AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement, dated as of January 13, 1998, amends 
the Employment Agreement, dated as of February 25, 1997, between Northeast 
Utilities Service Company and John H. Forsgren.

1.	Section 3.1(a) is amended to read in its entirety as follows:

During his employment by the Company and for a period of  two years after 
Executive's termination of employment for any reason, within the Company's 
"service area," as defined below, Executive will not, except with the prior 
written consent of the Board, directly or indirectly, own, manage, operate, 
join, control, finance or participate in the ownership, management, 
operation, control or financing of, or be connected as an officer, director, 
employee, partner, principal, agent, representative, consultant or otherwise 
with, or use or permit his name to be used in connection with, any business 
or enterprise which is engaged in any business that is competitive with any 
business or enterprise in which the Company is engaged.  For the purposes of 
this Section, "service area" shall mean the geographic area within the states 
of Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, and 
Vermont, or any other state in which the Company, in the aggregate, generates  
25% or more of its revenues in the fiscal year of NU in which Executive's 
termination of employment occurs.  Executive acknowledges that the listed 
service area is the area in which the Company presently does business.

2.	Section 6.1(c) is amended to read in its entirety as follows:

"Change of Control" shall mean the happening of any of the following:

	(i)	When any "person," as such term is used in Sections 13(d) and 14(d) 
of the Securities Exchange Act of 1934 (the "Exchange Act"), other than the 
Company, its Affiliates, or any Company or NU employee benefit plan 
(including any trustee of such plan acting as trustee), is or becomes the 
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), 
directly or indirectly, of securities of NU representing more than 20% of the 
combined voting power of either (i) the then outstanding common shares of NU 
(the "Outstanding Common Shares") or (ii) the Voting Securities; or

	(ii)	Individuals who, as of the beginning of any twenty-four month 
period, constitute the Trustees (the "Incumbent Trustees") cease for any 
reason to constitute at least a majority of the Trustees or cease to be able 
to exercise the powers of the majority of the Trustees, provided that any 
individual becoming a trustee subsequent to the beginning of such period 
whose election or nomination for election by the Company's shareholders was 
approved by a vote of at least a majority of the trustees then comprising the 
Incumbent Trustees shall be considered as though such individual were a 
member of the Incumbent Trustees, but excluding, for this purpose, any such 
individual whose initial assumption of office is in connection with an actual 
or threatened election contest relating to the election of the Trustees of NU 
(as such terms are used in Rule 14a-11 of Regulation 14A promulgated under 
the Exchange Act); or

	(iii)	 Consummation by NU of a reorganization, merger or 
consolidation (a "Business Combination"), in each case, with respect to which 
all or substantially all of the individuals and entities who were the 
respective beneficial owners of the Outstanding Common Shares and Voting 
Securities immediately prior to such Business Combination do not, following 
consummation of all transactions intended to constitute part of such Business 
Combination, beneficially own, directly or indirectly, more than 75% of, 
respectively, the then outstanding shares of common stock and the combined 
voting power of the then outstanding voting securities entitled to vote 
generally in the election of directors, as the case may be, of the 
corporation, business trust or other entity resulting from or being the 
surviving entity in such Business Combination in substantially the same 
proportion as their ownership immediately prior to such Business Combination 
of the Outstanding Common Shares and Voting Securities, as the case may be; 
or

	(iv)	Consummation of a complete liquidation or dissolution of NU or sale 
or other disposition of all or substantially all of the assets of NU other 
than to a corporation, business trust or other entity with respect to which, 
following consummation of all transactions intended to constitute part of 
such sale or disposition, more than 75% of, respectively, the then 
outstanding shares of common stock and the combined voting power of the then 
outstanding voting securities entitled to vote generally in the election of 
directors, as the case may be, is then owned beneficially, directly or 
indirectly, by all or substantially all of the individuals and entities who 
were the beneficial owners, respectively, of the Outstanding Common Shares 
and Voting Securities immediately prior to such sale or disposition in 
substantially the same proportion as their ownership of the Outstanding 
Common Shares and Voting Securities, as the case may be, immediately prior to 
such sale or disposition. 

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have 
executed this Agreement as of the day and year first above written.

							NORTHEAST UTILITIES 
							SERVICE COMPANY


/s/John H. Forsgren				By: /s/Cheryl Grise
Executive						    Senior Vice President
6/25/98							6/26/98