Exhibit 4.4.2
	FIRST SUPPLEMENTAL INDENTURE dated as of the first day of October, 1954, 
made and entered into by and between WESTERN MASSACHUSETTS ELECTRIC COMPANY, 
a corporation organized under the laws of the Commonwealth of Massachusetts 
having principal places of business at Greenfield and Turners Falls in the 
Country of Franklin, Springfield in the County of Hampden, Pittsfield in the 
County of Berkshire, and Boston in the County of Suffolk, all in said 
Commonwealth, (hereinafter called the Company) and OLD COLONY TRUST COMPANY, 
a corporation organized under the laws of the Commonwealth of Massachusetts, 
and having its principal office and usual place of business in said Boston, 
(hereinafter called the Trustee).

WITNESSETH that:

	WHEREAS the Company has heretofore executed and delivered to the Trustee 
its First Mortgage Indenture and Deed of Trust dated as of August 1, 1954, 
(hereinafter singularly called the Original Indenture and with this and all 
other indentures supplemental thereto collectively called the Indenture) 
conveying certain property therein described in trust as security for the 
Bonds of the Company to be issued thereunder as therein provided, and for 
other purposes more particularly specified therein, and the Trustee has 
accepted said Trust; and

	WHEREAS the Company has issued and there are now outstanding under the 
Indenture $11,000,000 aggregate principal amount of First Mortgage Bonds, 
Series A, 2.95%, due October 1, 1973, (hereinafter called the 2.95% Bonds); 
and

	WHEREAS pursuant to the provisions of Section 3.03 of the Original 
Indenture, the Company has authorized the issue of an additional series of 
its First Mortgage Bonds under the Indenture to be designated "First Mortgage 
Bonds, Series B, 3 1/8%, due October 1, 1984"  (hereinafter called the Series 
B Bonds) to be limited in aggregate principal amount to $6,000,000, being the 
entire issue of the Series B Bonds but constituting only the initial issue of 
the Bonds referred to for convenience in said Section 3.03 of the Original 
Indenture as "Series B Bonds"; and

	WHEREAS the Company, pursuant to votes or resolutions duly and legally 
adopted by its Board of Directors, by its Executive Committee and by its 
stockholder at meetings duly and regularly called and held for the purpose, 
has been duly authorized the execution and delivery of this First 
Supplemental Indenture, and the issue of Series B Bonds in the aggregate 
principal amount of $6,000,000; and

	WHEREAS the Department of Public Utilities of the Commonwealth of 
Massachusetts has in due form of law authorized the issue of the Series B 
Bonds in the aggregate principal amount of $6,000,000 by its Order dated 
September 16, 1954; and

	WHEREAS the permanent form of the Series B Bonds in coupon form, of the 
coupons thereon, and of the registration as to principal thereof, and the 
permanent form of the Series B Bonds in fully registered form without 
coupons, and of the transfer thereof, and the form of the certificate of 
authentication of and of the stamp tax legend to be affixed to the Series B 
Bonds in either form shall be substantially as follows:

FORM OF BOND
No. BM													$1,000

WESTERN MASSACHUSETTS ELECTRIC COMPANY

First Mortgage Bond, Series B, 3 1/8%, due October 1, 1984

	FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a 
corporation of the Commonwealth of Massachusetts, (hereinafter called the 
Company) hereby promises to pay to the bearer or, if this Bond be registered 
as to principal otherwise than to bearer, then to the registered owner 
hereof, the sum of one thousand dollars ($1,000) on the first day of October, 
1984, and semi-annually on the first days of April and October in each year 
to pay interest on said sum at the rate of three and one-eighth percentum (3 
1/8%) per annum from the date hereof until the Company's obligation in 
respect of said sum shall be discharged, but until maturity, only upon 
presentation and surrender of the annexed coupons as they severally mature.  
Both principal and interest shall be payable at the principal office in 
Boston in the County of Suffolk and said Commonwealth of Old Colony Trust 
Company, a corporation organized under the laws of said Commonwealth, 
(hereinafter with its successors, as defined in the Indenture mentioned 
below, generally called the Trustee), or of such successors, or, at the 
option of the bearer or registered owner, at the office or agency of the 
Company in the Borough of Manhattan, The City of New York, New York, in such 
coin or currency of the United States of America as at the time of payment is 
legal tender for public and private debts.

	This Bond is one of a series of Bonds known as the "First Mortgage 
Bonds, Series B, 3 1/8%, due October 1, 1984" of the Company, limited to six 
million dollars ($6,000,000) in aggregate principal amount (except as 
provided by the terms of Section 2.13 of the Indenture mentioned below), and 
issued under and secured by a First Mortgage Indenture and Deed of Trust 
between the Company and the said Old Colony Trust Company, as Trustee, dated 
as of August 1, 1954, (hereinafter, with all indentures stated to be 
supplemental thereto to which the Trustee shall be a party, including the 
First Supplemental Indenture mentioned below, generally called the Indenture) 
and a First Supplemental Indenture dated as of October 1, 1954, an executed 
counterpart of each of which is on file at the principal office of the 
Trustee, to which Indenture reference is hereby made for a description of the 
nature and extent of the security, the rights thereunder of the bearers or 
registered owners of Bonds issued and to be issued thereunder and of the 
coupons appertaining thereto, the rights, duties, and immunities thereunder 
of the Trustee, the rights and obligations thereunder of the Company, and the 
terms and conditions upon which said Bonds, and other and further Bonds of 
other series, are issued and are to be issued; but neither the foregoing 
reference to the Indenture nor any provision of this Bond or of the Indenture 
shall affect or impair the obligation of the Company, which is absolute, 
unconditional and unalterable, to pay at the maturities herein provided the 
principal of and interest on this Bond as herein provided.

	The coupon Bonds of this series in permanent form are issuable in the 
denomination of one thousand dollars ($1,000).  The fully registered Bonds of 
this series in permanent form are issuable in denominations of one thousand 
dollars ($1,000) and any multiple thereof.

	This Bond, singly or together with other coupon Bonds of this series, 
may be exchanged at the option of the bearer or registered owner for fully 
registered bonds of this series of an equal principal amount, in the manner 
and on the terms provided in said Indenture.

	This Bond, except while registered as to principal, and the coupons 
annexed hereto shall be transferable by delivery.  The bearer hereof may have 
the ownership of the principal of this Bond registered upon presentation 
hereof for that purpose at the principal office of the Trustee, such 
registration to be noted hereon.  After such registration no transfer hereof 
shall be valid unless made on the registration books at said office by the 
registered owner in person or by his duly authorized attorney and similarly 
noted hereon; but this Bond may be discharged from registry by like transfer 
to bearer similarly registered and noted hereon, and thereupon 
transferability by delivery shall be restored and this Bond may again and 
from time to time be registered or transferred as before.  The coupons 
annexed hereto, whether or not this Bond be registered as to principal, shall 
remain payable to bearer and shall continue to be transferable by delivery.  
The Company and the Trustee may deem and treat the bearer of this Bond, if it 
be not then registered as to principal, or if this Bond be registered as to 
principal as herein authorized, the person in whose name the same is 
registered, as the absolute owner hereof and the bearer of any coupon hereto 
appertaining as the absolute owner thereof, whether or not this Bond or such 
coupon shall be overdue, for the purpose of receiving payment and for all 
other purposes, and neither the Company nor the Trustee shall be affected by 
any notice to the contrary.

	The Bonds of this series are subject to redemption prior to maturity 
upon not less than thirty (30) days' prior notice, as a whole at any time, or 
in part from time to time, at the option of the Company or for the purposes 
of the Improvement Fund for Bonds of this series or of any other provision of 
the Indenture, in the manner and with the effect provided in said Indenture, 
(i) if from Improvement Fund moneys pursuant to Article IV of said First 
Supplemental Indenture or moneys to be applied by the Trustee as provided in 
Section 8.05 of the original Indenture, at the applicable percentages 
specified under the column headed Special Redemption Price, below, of the 
principal amount thereof, and (ii) if at the option of the Company or 
pursuant to any provisions of the Indenture other than those in respect of 
said Improvement Fund or said Section 8.05 of the original Indenture, at the 
applicable percentages specified under the column headed Optional Redemption 
Price, below, of the principal amount thereof, together in each chase with 
accrued and unpaid interest to the date fixed for redemption:


12 Months'						12 Months'
Period	Optional		Special		Period	Optional		Special
Starting	Redemption	Redemption	Starting	Redemption	Redemption
October 1	Price		Price		October 1	Price		Price

1954		104.47%		101.47%		1969		102.16%		100.90%
1955		104.32		101.44		1970		102.01		100.85
1956		104.16		101.41		1971		101.85		100.80
1957		104.01		101.38		1972		101.70		100.75
1958		103.86		101.34		1973		101.55		100.70
1959		103.70		101.31		1974		101.39		100.65
1960		103.55		101.27		1975		101.24		100.59
1961		103.39		101.24		1976		101.08		100.53
1962		103.24		101.20		1977		100.93		100.47
1963		103.09		101.16		1978		100.78		100.41
1964		102.93		101.12		1979		100.62		100.35
1965		102.78		101.08		1980		100.47		100.29
1966		102.62		101.04		1981		100.31		100.22
1967		102.47		100.99		1982		100.16		100.15
1968		102.32		100.95		1983		100.00		100.00

	Notice of redemption as aforesaid shall be given by publication at least 
once in each of three (3) successive weeks, the first publication to be at 
least thirty (30) days before the date set for redemption, in at least two 
daily newspapers of general circulation printed in the English language one 
of which shall be published in said Boston, and by mailing, at least thirty 
(30) days prior to the date set for redemption, by registered mail, to the 
registered owners of all fully registered Bonds and to the registered owners 
of all coupon Bonds registered as to principal, which have been called for 
redemption, a copy of said notice.

	If this Bond shall be called for redemption, or provision for such call 
shall have been made, as provided in said Indenture, and payment of the 
redemption price shall have been duly provided for by the Company, interest 
shall cease to accrue hereon from and after the redemption date, the coupons 
appertaining hereto thereafter maturing shall be void, the Company shall from 
the time provided in said Indenture be under no further liability in respect 
of the principal of, or premium, if any, or interest on, this Bond and the 
bearer or registered owner hereof shall from and after such time look for 
payment hereof solely to the money so provided.

	The said Indenture contains provisions permitting the Company and the 
Trustee with the consent of the bearers or registered owners of not less than 
seventy percentum (70%) in principal amount of the Bonds at the time 
outstanding (except Bonds held by or for the benefit of the Company), 
including if more than one series of Bonds shall be at the time outstanding, 
not less than seventy percentum (70%) in principal amount of the Bonds 
(except Bonds held by or for the benefit of the Company) of each series 
affected differently from those of other series, to effect by supplemental 
indenture modifications or alterations of said Indenture and of the rights 
and obligations of the Company and of the bearers and registered owners of 
the Bonds and coupons; but no such modification or alteration shall be made 
which, without the written approval or consent of the bearer or registered 
owner hereof, will extend the maturity hereof or reduce the rate or extend 
the time for payment of interest hereon or reduce the amount of the principal 
hereof or of any premium payable on the redemption hereof, or which will 
reduce the percentage of the principal amount of Bonds required for the 
adoption of the modifications or alterations as aforesaid, or authorize the 
creation by the Company, except as expressly authorized by the Indenture, of 
any mortgage, pledge, or lien upon the property subjected thereto ranking 
prior to or on an equality with the lien thereof.

	If a default as defined in said Indenture shall occur, the principal of 
this Bond may become or be declared due and payable before maturity, in the 
manner and with the effect provided in the Indenture; but any default and the 
consequences thereof may be waived by certain percentages of the bearers or 
registered owners of Bonds, all as provided in said Indenture.

	No recourse shall be had for the payment of the principal of or the 
interest on this Bond or for any claim based hereon or otherwise in respect 
hereof or of the said Indenture against any incorporator, stockholder, 
director, or officer, past, present, or future, as such, of the Company or of 
any predecessor or successor corporation under any constitution, statute, or 
rule of law, or by the enforcement of any assessment, penalty, or otherwise, 
all such liability being waived and released by the holder hereof by the 
acceptance of this Bond.

	This Bond shall take effect as a sealed instrument.

	Neither this Bond nor any of the annexed coupons shall become or be 
valid or obligatory until the certificate of authentication hereon shall have 
been signed by the Trustee.

	IN WITNESS WHEREOF, WESTERN MASSACHUSETTS ELECTRIC COMPANY has caused 
this Bond to be executed in its name and on its behalf, by its President or a 
Vice President and its Treasurer or an Assistant Treasurer, thereunto duly 
authorized, and its corporate seal to be impressed or imprinted hereon, and 
the coupons annexed thereto to bear the facsimile signature of its Treasurer, 
as of the first day of October, 1954.

WESTERN MASSACHUSETTS ELECTRIC COMPANY

		By

		By


FORM OF COUPON

	On                       , 19  , WESTERN MASSACHUSETTS ELECTRIC COMPANY 
upon surrender hereof, unless the Bond hereinafter mentioned shall have been 
called for previous redemption and payment duly provided therefor, will pay 
to the bearer, at the principal office in Boston, Massachusetts, of Old 
Colony Trust Company or of any successor as Trustee under the Indenture 
securing said Bond, or, at the option of the bearer, at the office or agency 
of the Company in the Borough of Manhattan, The City of New York, New York 
fifteen and 63/100* dollars, in any coin or currency of the United States of 
America which at the time of such payment is legal tender for public and 
private debts, being six (6) months' interest on its First Mortgage Bond, 
Series B, 3 1/8%, due October 1, 1984, Numbered         .

Treasurer


*NOTE:	April coupons will be in the amount of $15.63; October coupons will 
be in the amount of $15.62.


FORM FOR REGISTRATION

NOTICE:	No writing below except by a duly authorized office of the 
Registrar.

Date of Registration
Name of Registered Owner 

Signature of Registrar


FORM OF FULLY REGISTERED BOND
No. BR										$

WESTERN MASSACHUSETTS ELECTRIC COMPANY

First Mortgage Bond, Series B, 3 1/8%, due October 1, 1984


	FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a 
corporation of the Commonwealth of Massachusetts, (hereinafter called the 
Company) hereby promises to pay to                          , or registered 
assigns, the sum of                          dollars ($               ), on 
the first day of October, 1984, and semi-annually on the first days of April 
and October in each year to pay interest on said sum at the rate of three and 
one-eighth percentum (3 1/8%) per annum from the date hereof until the 
Company's obligation with respect to said sum shall be discharged.  Both 
principal and interest shall be payable at the principal office in Boston in 
the County of Suffolk and said Commonwealth of Old Colony Trust Company, a 
corporation organized under the laws of said Commonwealth (hereinafter with 
its successors, as defined in the Indenture mentioned below, generally called 
the Trustee), or of such successors, or, at the option of the registered 
owner or registered assigns, at the office or agency of the Company in the 
Borough of Manhattan, The City of New York, New York, in such coin or 
currency of the United States of America as at the time of payment is legal 
tender for public and private debts.

	This Bond is one of a series of Bonds known as the "First Mortgage 
Bonds, Series B, 3 1/8%, due October 1, 1984" of the Company, limited to six 
million ($6,000,000) in aggregate principal amount (except as provided by the 
terms of Section 2.13 of the Indenture mentioned below), and issued under and 
secured by a First Mortgage Indenture and Deed of Trust between the Company 
and said Old Colony Trust Company, as Trustee, dated as of August 1, 1954, 
(hereinafter with all indentures stated to be supplemental thereto to which 
the Trustee shall be a party, including the First Supplemental Indenture 
mentioned below, generally called the Indenture) and a First Supplemental 
Indenture dated as of October 1, 1954, an executed counterpart of each of 
which is on file at the principal office of the Trustee, to which Indenture 
reference is hereby made for a description of the nature and extent of the 
security, the rights thereunder of the bearers or registered owners of Bonds 
issued and to be issued thereunder, the rights, duties, and immunities 
thereunder of the Trustee, the rights and obligations thereunder of the 
Company, and the terms and conditions upon which said Bonds, and other and 
further Bonds of other series are issued and are to be issued; but neither 
the foregoing reference to the Indenture nor any provision of this Bond or of 
the Indenture shall affect or impair the obligation of the Company, which is 
absolute, unconditional and unalterable, to pay at the maturities herein 
provided the principal of and interest on this Bond as herein provided.

	The fully registered Bonds of this series in permanent form are issuable 
in denominations of one thousand dollars ($1,000) and any multiple thereof.  
The coupon Bonds of this series in permanent form are issuable in the 
denomination of one thousand dollars ($1,000).

	This Bond is transferable by the registered owner hereof in person or by 
his duly authorized attorney at the principal office of the Trustee upon 
surrender and cancellation hereof, and thereupon a new Bond or Bonds of this 
series for a like principal amount will be issued in exchange, all as 
provided in said Indenture.  The Company and the Trustee may deem and treat 
the registered owner hereof as the absolute owner hereof, whether or not this 
Bond be overdue, for the purpose of receiving payment and for all other 
purposes, and neither the Company nor the Trustee shall be affected by any 
notice to the contrary.

	This Bond is exchangeable at the option of the registered owner hereof 
at the principal office of the Trustee for coupon Bonds of this series of an 
equal principal amount, upon transfer and surrender hereof to the Trustee as 
hereinbefore provided, in the manner and on the terms provided in said 
Indenture, and upon such transfer and surrender, coupon Bonds of this series, 
with all coupons for interest unpaid hereon and none others attached, will be 
issued in lieu hereof.

	This Bond is also exchangeable at the option of the registered owner 
hereof at the principal office of the Trustee for an equal principal amount 
of fully registered Bonds of this series of other denominations, in the 
manner and on the terms provided in said Indenture.

	The Bonds of this series are subject to redemption prior to maturity 
upon not less than thirty (30) days' prior notice as a whole at any time, or 
in part from time to time, at the option of the Company or for the purposes 
of the Improvement Fund for Bonds of this series or of any other provision of 
the Indenture, in the manner and with the effect provided in said Indenture, 
(i) if from Improvement Fund moneys pursuant to Article IV of said First 
Supplemental Indenture or moneys to be applied by the Trustee as provided in 
Section 8.05 of the original Indenture, at the applicable percentages 
specified under the column headed Special Redemption Price, below, of the 
principal amount thereof, and (ii) if at the option of the Company or 
pursuant to any provisions of the Indenture other than those in respect of 
said Improvement Fund or said Section 8.05 of the original Indenture, at the 
applicable percentages specified under the column headed Optional Redemption 
Price, below, of the principal amount thereof, together in each case with 
accrued and unpaid interest to the date fixed for redemption:

12 Months'						12 Months'
Period	Optional		Special		Period	Optional		Special
Starting	Redemption	Redemption	Starting	Redemption	Redemption
October 1	Price		Price		October 1	Price		Price

1954		104.47%		101.47%		1969		102.16%		100.90%
1955		104.32		101.44		1970		102.01		100.85
1956		104.16		101.41		1971		101.85		100.80
1957		104.01		101.38		1972		101.70		100.75
1958		103.86		101.34		1973		101.55		100.70
1959		103.70		101.31		1974		101.39		100.65
1960		103.55		101.27		1975		101.24		100.59
1961		103.39		101.24		1976		101.08		100.53
1962		103.24		101.20		1977		100.93		100.47
1963		103.09		101.16		1978		100.78		100.41
1964		102.93		101.12		1979		100.62		100.35
1965		102.78		101.08		1980		100.47		100.29
1966		102.62		101.04		1981		100.31		100.22
1967		102.47		100.99		1982		100.16		100.15
1968		102.32		100.95		1983		100.00		100.00

	Notice of redemption as aforesaid shall be given by publication at least 
once in each of three (3) successive weeks, the first publication to be at 
least thirty (30) days before the date set for redemption, in at least two 
daily newspapers of general circulation printed in the English language one 
of which shall be published in said Boston, and by mailing, at least thirty 
(30) days prior to the date set for redemption, by registered mail, to the 
registered owners of all coupon Bonds registered as to principal, which have 
been called for redemption, a copy of said notice.

	If this Bond, or a part hereof, shall be called for redemption, or 
provision for such call shall have been made, as provided in said Indenture, 
and payment of the redemption price shall have been duly provided for by the 
Company, interest shall cease to accrue hereon, or on such called part, from 
and after the redemption date, the Company shall from the time provided in 
said Indenture be under no further liability in respect of the principal of, 
or premium, if any, or interest on, this Bond, or such called part, and the 
registered owner hereof shall from and after such time look for payment 
hereof solely to the money so provided.

	The said Indenture contains provisions permitting the Company and the 
Trustee with the consent of the bearers of registered owners of not less than 
seventy percentum (70%) in principal amount of the Bonds at the time 
outstanding (except Bonds held by or for the benefit of the Company), 
including, if more than one series of Bonds shall be at the time outstanding, 
not less than seventy percentum (70%) in principal amount of the Bonds 
(except Bonds held by or for the benefit of the Company) of each series 
affected differently from those of other series, to effect by supplemental 
indenture modifications or alterations of said Indenture and of the rights 
and obligations of the Company and of the bearers and registered owners of 
the Bonds; but no such modification or alteration shall be made which, 
without the written approval or consent of the registered owner hereof, will 
extend the maturity hereof or reduce the rate or extend the time for payment 
of interest hereon or reduce the amount of the principal hereof or of any 
premium payable on the redemption hereof, or which will reduce the percentage 
of the principal amount of Bonds required for the adoption of the 
modifications or alterations as aforesaid, or authorize the creation by the 
Company, except as expressly authorized by the Indenture, of any mortgage, 
pledge, or lien upon the property subjected thereto ranking prior to or on an 
equality with the lien thereof.

	If a default as defined in said Indenture shall occur, the principal of 
this Bond may become or be declared due and payable before maturity, in the 
manner and with the effect provided in the Indenture; but any default and the 
consequences thereof may be waived by certain percentages of the bearers or 
registered owners of Bonds, all as provided in said Indenture.

	No recourse shall be had for the payment of the principal of or the 
interest on this Bond or for any claim based hereon or otherwise in respect 
hereof or of the said Indenture against any incorporator, stockholder, 
director, or officer, past, present, or future, as such, of the Company or of 
any predecessor or successor corporation under any constitution, statute, or 
rule of law, or by the enforcement of any assessment, penalty, or otherwise, 
all such liability being waived and released by the holder hereof by the 
acceptance of this Bond.

	This Bond shall take effect as a sealed instrument.

	This Bond shall not become or be valid or obligatory until the 
certificate of authentication hereon shall have been signed by the Trustee.

	IN WITNESS WHEREOF, WESTERN MASSACHUSETTS ELECTRIC COMPANY has caused 
this Bond to be executed in its name and on its behalf by its President or a 
Vice President and its Treasurer or an Assistant Treasurer thereunto duly 
authorized, and its corporate seal to be impressed or imprinted hereon, as of 
the            day of             , 19  .

WESTERN MASSACHUSETTS ELECTRIC COMPANY

By

By


FORM FOR TRANSFER


FOR VALUE RECEIVED

hereby sell, assign, and transfer the within Bond to
			and hereby irrevocably constitute and appoint
			attorney to transfer said Bond on the books of
the Company with full power of substitution in the premises.

	Dated this                     day of                       , 19   .


In presence of:

CERTIFICATE OF AUTHENTICATION

	This Bond is one of the First Mortgage Bonds, Series B, 3 1/8%, due 
October 1, 1984, described and provided for in the within mentioned 
Indenture.

OLD COLONY TRUST COMPANY, TRUSTEE

By
	Authorized Officer



FORM OF STAMP TAX LEGEND

	Any Federal Revenue Tax on the issue of this Bond has been paid by 
affixing to an original counterpart of the Indenture under which it is 
issued, and duly canceling, the required stamps.

	AND WHEREAS all requirements of law and of the Certificate of 
Incorporation as amended, and of the By-Laws of the Company, including all 
requisite action on the part of directors and officers, and all things 
necessary to make the Series B Bonds, when duly executed by the Company and 
delivered, the valid, binding, and legal obligations of the Company, and the 
covenants and stipulations herein contained valid and binding obligations of 
the Company, have been done and performed, and the execution and delivery 
hereof have been in all respects duly authorized;

	NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:  In 
consideration of the premises and of the mutual covenants herein contained 
and of the purchase and acceptance by the bearers and registered owners 
thereof of the Series B Bonds at any time issued hereunder, and of one dollar 
($1) duly paid to the Company by the Trustee and for other good and valuable 
consideration, the receipt whereof at or before the ensealing and delivery of 
these presents is hereby acknowledged, and in confirmation of and 
supplementing the Indenture, and in the performance and observance of the 
provisions thereof, and in order to establish the forms and characteristics 
of the Series B Bonds, and to secure the payment of the payment of the 
principal of and premium, if any, and interest on all Bonds from time to time 
outstanding under the Indenture according to their tenor and effect, and to 
secure the performance and observance of all the covenants and conditions 
therein contained, the Company has executed and delivered this First 
Supplemental Indenture, and does hereby confirm the conveyance, transfer, 
assignment and mortgage of the franchises and properties as set forth in the 
Original Indenture and has granted, bargained, sold, conveyed, assigned, 
transferred, mortgaged, and confirmed, and by these presents does grant, 
bargain, sell, convey, assign, transfer, mortgage, and confirm unto Old 
Colony Trust Company, as Trustee, as provided in the Indenture, its 
successors in the trusts thereof and hereof, and its and their assigns, all 
and singular the franchises and properties of the character described and 
defined in the Original Indenture as Mortgaged Property, acquired after the 
execution of the Original Indenture, subject, however, to Permitted 
Encumbrances and to any mortgages or other liens or encumbrances thereon of 
the character described in Section 4.10 of the Original Indenture existing at 
the time of the acquisition of such franchises and properties by the Company 
or created contemporaneously to secure or to raise a part of the purchase 
price thereof and to any renewals or extensions of such mortgages or other 
liens or encumbrances.

	There is furthermore expressly excepted and excluded from the lien and 
operation of this First Supplemental Indenture, and from the definition of 
Mortgaged Property, all the property of the Company described in clauses A to 
J, both inclusive, of the granting clauses of the Original Indenture, whether 
owned at the time of the execution of this First Supplemental Indenture or 
hereafter acquired by it.

	TO HAVE AND TO HOLD all and singular the above described franchises and 
properties unto the said Old Colony Trust Company, as Trustee under the 
Indenture, its successors in the trusts thereof and hereof, and its and their 
assigns, to its and their own use forever.

	BUT IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the 
Indenture for the equal pro rata benefit, security, and protection of the 
bearers or registered owners of the Bonds from time to time certified, 
issued, and outstanding under the Indenture, without any discrimination, 
preference, priority, or distinction of any Bond or coupon over any other 
Bond or coupon by reason of series, priority in the time of issue, sale, or 
negotiation thereof, or otherwise howsoever, except as otherwise provided in 
the Indenture;

	PROVIDED, HOWEVER, and these presents are upon the condition that if the 
Company, its successors or assigns, shall pay or cause to be paid the 
principal of and the premium, if any, and interest on the Bonds outstanding 
under the Indenture at the times and in the manner stipulated therein and in 
the Indenture and shall keep, perform and observe all and singular the 
covenants and promises in said Bonds and in the Indenture expressed to be 
kept, performed, and observed by or on the part of the Company, then this 
First Supplemental Indenture, and the estate and rights hereby granted shall, 
pursuant to the provisions of Article XV of the Original Indenture, cease, 
determine and be void, but only if the Original Indenture shall have ceased, 
determined and become void, as therein provided, otherwise to be and remain 
in full force and effect.

ARTICLE I.
DESCRIPTION AND ISSUE OF SERIES B BONDS

	Section 1.01  The permanent Series B Bonds shall be substantially in the 
forms hereinbefore set forth, with such changes therein as shall be approved 
by the Company and the Trustee, shall be designated as the First Mortgage 
Bonds, Series B 3 1/8%, due October 1, 1984, of the Company, shall be 
issuable in the aggregate principal amount of six million dollars 
($6,000,000) and not more except as provided in Section 2.13 of the Original 
Indenture, if in coupon form shall be dated as of October 1, 1954, and if in 
fully registered form shall be dated as provided in the Original Indenture, 
shall mature October 1, 1984, shall bear interest at the rate of three and 
one-eighth percentum (3 1/8%) per annum from the date thereof until the 
Company's obligation in respect of the principal thereof shall be discharged, 
payable semi-annually on the first days of April and October in each year 
(the principal, premium, if any, and interest thereon being payable at the 
principal office of the Trustee in the City of Boston, Massachusetts, or, at 
the option of the holder, at the office or agency of the Company in the 
Borough of Manhattan, The City of New York, New York, in coin or currency of 
the United States of America which at the time of payment is legal tender for 
public and private debts), shall be issued in coupon form registerable as to 
principal only, in the denomination of one thousand dollars ($1,000) each, 
and in fully registered form in denominations of one thousand dollars 
($1,000) and any multiple thereof shall be redeemable at the times and in the 
manner provided in Article V of the Original Indenture and as hereinafter 
provided in this First Supplemental Indenture and shall be entitled to the 
benefit of the Improvement Fund described in Article IV of this First 
Supplemental Indenture.

	Section 1.02  The Series B Bonds in coupon form may be exchanged for 
Series B Bonds in fully registered form of a like aggregate principal amount, 
and upon surrender at the principal office of the Trustee of any such Bond or 
Bonds with all unpaid coupons appertaining thereto, and if registered as to 
principal, accompanied by a written instrument of transfer signed by the 
registered owner thereof or by his duly authorized attorney, in form 
satisfactory to the Trustee, the Company shall issue and the Trustee shall 
certify and deliver in exchange therefor one or more fully registered Series 
B Bonds in a like aggregate principal amount in the name or names designated 
by the holder of the coupon Bond or Bonds so surrendered.

	Series B Bonds in fully registered form may be exchanged at the 
principal office of the Trustee for a like aggregate principal amount of 
Series B Bonds in fully registered form of other denominations and, upon 
surrender to the Trustee for exchange of one more of such Series B Bonds, the 
Company shall execute and the Trustee shall certify and shall deliver in 
exchange therefor a like aggregate principal amount of such Series B Bonds of 
other denominations.

	The Series B Bonds in fully registered form may also be exchanged for 
Series B Bonds in coupon form of a like aggregate principal amount, and upon 
surrender at the principal office of the Trustee of any such Bond or Bonds 
accompanied by a written instrument of transfer signed by the registered 
owner thereof or by his duly authorized attorney, in form satisfactory to the 
Trustee, the Company shall issue and the Trustee shall certify (unless coupon 
Bonds previously certified shall be available) and deliver in exchange 
therefor Series B Bonds in coupon form in a like aggregate principal amount, 
with such coupons annexed thereto as may be necessary in order that no gain 
or less of interest shall result from such exchange. 


ARTICLE II
DIVIDEND COVENANT

	Section 2.01  The Company hereby covenants and agrees with the Trustee 
and with the respective bearers and owners of Series B Bonds that so long as 
any of the Series B Bonds shall be outstanding, the Company will not on or 
after October 1, 1954, declare or pay a dividend upon its capital stock 
(other than a dividend payable in shares of its capital stock) or make any 
other distribution on any shares of its capital stock, or purchase any shares 
of its capital stock in an amount or amounts exceeding the Dividend Fund 
hereinafter described, as constituted at the time of the declaration or 
payment of such dividend or distribution or at the time of such purchase.

	The Dividend Fund shall be computed by adding to

		(a)  the sum of $2,639,760.58

		(b)  the net earnings of the Company, determined as hereinafter 
defined, for the period, considered as a unit, from January 1, 1954, to the 
close of that quarter which last precedes the date of the declaration of any 
such proposed dividend or distribution, or date of such purchase;

and by subtracting from the total thereof

		(c)  the aggregate amounts theretofore paid out or declared or 
agreed to be paid out during said period in respect of such dividends, 
distributions, or purchases.

	For the purposes of this Covenant, the net earnings of the Company for 
any such period shall be computed on an accrual basis in accordance with 
sound accounting practice then current by deducting from the total revenues 
for such period the total operating expenses and other proper charges to 
income for such period, including (without in any respect limiting the 
generality of the foregoing) all taxes, interest on all outstanding 
indebtedness, amortization of debt discount and expense amortization of all 
other deferred charges properly subject to amortization, all charges on the 
Company's books to expense or income to provide for depreciation and all 
charges for maintenance, but excluding any provision for any Improvement Fund 
or any Sinking or similar fund for the retirement of debt and any profits and 
losses from the sale or other disposition of capital assets made in said 
period; provided however that 

	(1)	the charge to earnings and credit to depreciation reserve for said 
period shall comply with the provisions of Section 4.12 of the Original 
Indenture, except that for any period less than a year the charge for such 
period shall be apportioned, at a rate which shall not be less than the 
annual rate required by Section 4.12 of the Original Indenture, on the 
balance of the depreciable property as described in said Section 4.12 owned 
by the Company at the beginning of said year; and

	(2)	net margins shall be adjusted by debits or credits thereto which 
are offset by adjustments of the hydro-equalization reserve of the Company 
and, except for said adjustments, net earnings shall not reflect as revenues 
or as a deduction from revenues any adjustment made during such period 
(whether made through surplus or income accounts) properly attributable to 
operations prior to January 1, 1954.

	In the event that the Company shall merge or consolidate with any other 
corporation or corporations pursuant to Article XIV of the Original 
Indenture, the Dividend Fund shall not be increased or diminished by the 
surplus or deficit of such other corporation or corporations or by its or 
their earnings, dividends, distributions, or purchases prior to the date of 
such merger or consolidation.


ARTICLE III
REDEMPTION OF SERIES B BONDS

	Section 3.01  The Series B Bonds shall be redeemable as a whole at any 
time or in part from time to time, at the option of the Company or for the 
purposes of the Improvement Fund provided for in Article IV hereof or of any 
other provisions of the Indenture including this First Supplemental Indenture 
(i) if from Improvement Fund moneys pursuant to said Article IV or moneys to 
be applied by the Trustee as provided in Section 8.05 of the Original 
Indenture, at the applicable percentages of the called principal amount 
thereof specified under the column headed Special Redemption Price in the 
forms of Series B Bonds hereinabove contained, and (ii) if at the option of 
the Company or pursuant to any provisions of the Indenture including this 
First Supplemental Indenture, other than those in respect of said Improvement 
Fund or said Section 8.05 of the Original Indenture, at the applicable 
percentages of the called principal amount thereof specified under the column 
headed Optional Redemption Price in the forms of Series B Bonds hereinable 
contained, together in each case with accrued and unpaid interest to the date 
set for redemption, all in the manner provided in Article V of the Original 
Indenture.  Unless all the Series B Bonds then Outstanding shall be in fully 
registered form, failure by the Company to give notice by mail, as therein 
provided, shall not invalidate or affect the validity of the redemption 
proceedings.


ARTICLE IV
IMPROVEMENT FUND

	Section 4.01  The Company covenants that so long as any Series B Bonds 
are Outstanding hereunder it will on the first day of November, 1955, and on 
the first day of November in each calendar year thereafter pay to the Trustee 
the sum of sixty thousand dollars ($60,000), as an Improvement Fund to be 
held and applied by the Trustee pursuant to the terms of Section 4.03 of this 
Article IV; provided however, that the Company may, at its option, 
irrevocably allocate, upon filing the application and other documents 
described in Section 4.02 of this Article IV, Net Property Additions towards 
the satisfaction of the obligation aforesaid in an amount equal to sixty 
percentum (60%) of the Available Net Property Additions as set forth in Item 
G of the Certificate of Available Net Property Additions filed in connection 
with said application.

	Section 4.02  For the purpose of determining the amount of money if any, 
to be paid to the Trustee pursuant to the provisions of Section 4.01, the 
Company shall file with the Trustee on or before each said first day of 
November the following:

	(a)  an application consisting of an Officers' Certificate conforming to 
the requirements of Section 17.02 of the Original Indenture and otherwise 
substantially in the following form:

WESTERN MASSACHUSETTS ELECTRIC COMPANY

To Old Colony Trust Company, Trustee
under Indenture dated as of August 1, 1954.

Improvement Fund Application
under First Supplemental Indenture
filed November   , 19

	In conformity with the provisions of Article IV of the First 
Supplemental Indenture providing for an annual Improvement Fund in the amount 
of $60,000 for the benefit of the holders or registered owners of the First 
Mortgage Bonds, Series B, 3 1/8%, due October 1, 1984, of the aforesaid 
Company issued under the aforesaid Indenture, we hereby certify that the sum 
of $60,000 is due at this time from the Company to you as Trustee as 
aforesaid on account of said Improvement Fund obligation now due and payable.

		(If irrevocable allocation of Net Property Additions is in full 
satisfaction of the Improvement Fund obligation then current, the following 
should be used)

	Application is hereby made irrevocably to allocate in the amount of 
$100,000 the Available Net Property Additions set forth in Item G of the 
accompanying Certificate of Available Net Property Additions in full 
satisfaction of said obligation.

		(If in partial satisfaction, the following should be used)

	Application is hereby made irrevocably to allocate Net Property 
Additions shown in the accompanying Certificate of Available Net Property 
Additions, in partial satisfaction of said obligation, by application of an 
amount equal to sixty percentum (60%) of the Available Net Property Additions 
set forth in Item G of said Certificate, the balance of $          being 
transmitted herewith in cash in full satisfaction of said obligation.

		(If there is no allocation of Net Property Additions the following 
should be used)

	The sum of $60,000 is transmitted herewith in cash in full satisfaction 
of said obligation.



Office held


Office held


	(b)	if irrevocable allocation of any Net Property Additions be made

		(1)  a Directors Resolution authorizing the execution of a 
Supplemental Indenture in form satisfactory to the Trustee conveying, 
transferring and/or assigning to the Trustee all Fundable Property not 
previously so conveyed, transferred and/or assigned;

		(2)  said Supplemental Indenture duly executed by the Company, and 
if necessary by the Trustee, in as many counterparts as the Trustee shall 
require;

		(3)  a Certificate of Available Net Property Additions;

		(4)  an Accountant's Certificate similar, except for necessary 
variations, to the Accountant's Certificate described in subparagraph (f) of 
Section 3.08 of the Original Indenture;

		(5)  an Engineer's Certificate similar, except for necessary 
variations, to the Engineer's Certificate described in subparagraph (g) of 
Section 3.08 of the Original Indenture;

		(6)  an Opinion of Counsel to the effect that the amount of the 
Improvement Fund obligation then due pursuant to this Section is correctly 
stated in said application, and that the documents described in this Section 
and/or the sum of money paid to the Trustee pursuant to this Section fully 
satisfy the liability of the Company upon the Improvement Fund obligation 
then due pursuant to this Section and if any Fundable Property be conveyed, 
assigned, and/or transferred to the Trustee, that all corporate action 
prerequisite or necessary for the execution and delivery of the Supplemental 
Indenture has been taken; that the Property Additions described in Item B of 
said Certificate are Fundable Property within the definition thereof 
contained in the Original Indenture; and that all recording and filing in 
respect of said Supplemental Indenture necessary for the security of any and 
all Bonds has been or will be completed.

	The Company shall also pay to the Trustee with the documents aforesaid 
the sum of money, if any, set forth in the said application.

	Section 4.08  If at the close of the first day of November, 1955, and of 
the first day of November in any calendar year thereafter, there shall be in 
the hands of the Trustee any cash paid to the Trustee pursuant to the 
provisions of Section 4.02, in the aggregate amount of five thousand dollars 
($5,000) or more, said cash shall be set aside by the Trustee for the call 
and redemption of Series B Bonds then Outstanding and the Trustee, on behalf 
of and in the name of the Company and at the Company's expense, shall call 
for redemption on or prior to the next succeeding thirty-first day of 
December, at a redemption price in respect of each Bond so called for 
redemption consisting of the applicable percentage of the called principal 
amount thereof specified under the column headed Special Redemption Price in 
the forms of Series B Bonds hereinabove contained and interest accrued 
thereon to the date fixed for redemption, Series B Bonds to a principal 
amount sufficient (exclusive of accrued interest) to exhaust as nearly as may 
be the cash so set aside.  Notice to bearers or registered owners of the 
Series B Bonds called for redemption under this Section shall be given in the 
manner provided in Section 5.04 of the Original Indenture; the particular 
Series B Bonds to be redeemed shall, unless they shall include all the Series 
B Bonds then Outstanding, be chosen by lot as provided in Section 5.02 of the 
Original Indenture; and the provisions of Section 5.05 of the Original 
Indenture shall be applicable to the redemption of such Series B Bonds and 
all matters related thereto.

	The Company shall reimburse the Trustee, forthwith upon its request, for 
all sums paid or to be paid out as interest upon Series B Bonds redeemed 
pursuant to the provisions of this Section.


ARTICLE V
THE TRUSTEE

	Section 5.01  The Trustee shall be entitled to, may exercise, and shall 
be protected by, where and to the full extent that the same are applicable, 
all the rights, powers, privileges, immunities and exemptions provided in the 
Indenture, as if the provisions concerning the same were incorporated herein 
at length.  The remedies and provisions of the Indenture applicable in case 
of any default by the Company thereunder are hereby adopted and made 
applicable in case of any default with respect to the properties included 
herein and, without limitation of the generality of the foregoing, there are 
hereby conferred upon the Trustee the same powers of sale and other powers 
over the properties described herein as are expressed to be conferred by the 
Indenture.


ARTICLE VI
DEFEASANCE

	This Supplemental Indenture shall become void when the Indenture shall 
be void.


ARTICLE VII
AMENDMENTS OF ORIGINAL INDENTURE

	Section 7.01  The Original Indenture is hereby amended pursuant to 
subparagraph (f) of Section 16.01 of the Original Indenture, as follows:

	(a)  there are hereby added to the end of the last sentence of Section 
4.14 of the Original Indenture the words "or consolidation"; and

	(b)  there are hereby inserted the words "in principal amount" between 
the word "majority" and the word "of" in the first sentence of the last 
paragraph of Section 9.01 of the Original Indenture.

	Section 7.02  The Original Indenture is hereby amended pursuant to sub-
paragraph (j) of Section 16.01 of the Original Indenture, as follows:

	(a)  there are hereby inserted at the end of Section 4.06 of the 
Original Indenture three additional paragraphs reading as follows:

	"The Company will annually, within thirty (30) days after the thirty-
first day of July, 1955, and within thirty (30) days after the thirty-first 
day of July in each calendar year thereafter, cause an examination of the 
Mortgaged Property to be made by an Engineer qualified as to the operation 
and maintenance of the Mortgaged Property, and will file with the Trustee an 
Engineer's Certificate signed by such Engineer stating whether or not the 
Mortgaged Property (exclusive of retired property and property which the 
Company has disposed of or ceased to operate or is contemplating disposing of 
or ceasing to operate in the near future, as permitted by Article VII hereof) 
owned by the Company on May 31, 1954, or the date of the last preceding 
similar Engineer's Certificate, if any, and Mortgaged Property subsequently 
acquired, whether as replacements or renewals or as entirely new property, 
has been since May 31, 1954, or the date of such preceding Engineer's 
Certificate, if any, and Mortgaged Property subsequently acquired, whether as 
replacements or renewals or as entirely new property, has been since May 31, 
1954, or the date of such preceding Engineer's Certificate, if any, 
maintained at a standard of efficiency approved by good engineering practice 
and in compliance with the Company's covenants in this Section 4.06, and 
whether or not all such Mortgaged Property that is no longer used or useful 
in the Company's business has been duly recorded as retired on the books of 
the Company.  Such Engineer's Certificate shall also state whether or not any 
deficiency previously reported in the performance by the Company of its 
covenants in this Section 4.06 has been made good, and whether or not since 
May 31, 1954, or the date of such preceding Engineer's Certificate, if any, 
there has been charged to current operating expense accounts sufficient 
amounts to cover that portion of the cost of all repairs, replacements, and 
renewals necessary to maintain the Mortgaged Property at such standard which 
is required to be so charged in accordance with sound accounting practice.  
If such Engineer's Certificate shall indicate that the Mortgaged Property has 
not been properly maintained pursuant to the Company's covenants in this 
Section 4.06 or shall indicate that sufficient charges have not been made to 
current operating expense accounts such Engineer's Certificate shall further 
state the amount of the deficiency in such maintenance and/or charges from 
May 31, 1954, or from the date of such last preceding Engineer's Certificate, 
if any.

	"If such Engineer's Certificate shall indicate that any such deficiency 
exists, the Company will with all reasonable speed make such repairs and/or 
do such other maintenance work and/or make such charges to current operating 
expense accounts or to earned surplus as may be necessary to make good such 
deficiency, whereupon such Engineer (or, in the case of his refusal or 
inability to act, some other Engineer) shall file an Engineer's Certificate 
with the Trustee that such deficiency has been made good; and if such 
Engineer's Certificate shall state that there has not been recorded as 
retired on the books of the Company Mortgaged Property which is no longer 
used or useful in the Company's business, the Company will forthwith make 
appropriate entries on its books recording the retirement of such property 
and will file with the Trustee a certificate signed by its Treasurer stating 
that such entrees have been made. 

	"Any such Engineer's Certificate filed with the Trustee shall be open to 
inspection by any Bondholder at any reasonable time.  Subject to the 
provisions of Sections 13.02 and 13.03, the Trustee may treat any such 
Engineer's Certificate as sufficient evidence of compliance or non-compliance 
with the covenants in this Section 4.06 and of the extent of such non-
compliance, if any, or may make, or cause to be made, with respect thereto 
such further investigations and reports or may obtain such further evidence 
with respect thereto as it may deem advisable."

	(b)  there are hereby inserted the words "or any other Obligor upon the 
Bonds" between the word "Company" and the words "for the whole amount" in the 
first sentence of Section 9.11 of the Original Indenture;

	(c)  there is hereby inserted at the beginning of Section 17.02 of the 
Original Indenture an additional paragraph reading as follows:

	"The Company shall furnish to the Trustee evidence of compliance with 
conditions precedent, if any, provided for in the Indenture (including any 
covenants compliance with which constitutes a condition precedent) which 
relate to the authentication and delivery of the Bonds, to the release or the 
release and substitution of property subject to the lien of the Indenture, to 
the satisfaction and discharge of the Indenture, or to any other action to be 
taken by the Trustee at the request or upon the application of the Company.  
Such evidence shall consist of the following:

	(1)	An Officers' Certificate stating that such conditions precedent 
have been complied with;

	(2)	An Opinion of Counsel stating that in his opinion such conditions 
precedent have been complied with; and

	(3)	In the case of conditions precedent compliance with which is 
subject to verification by accountants, an Accountant's Certificate, which, 
in the case of any such conditions precedent to the authentication and 
delivery of the Bonds, and not otherwise, shall be an Independent 
Accountant's Certificate, if the aggregate principal amount of such Bonds and 
of other Bonds authenticated and delivered since the commencement of the then 
current calendar year (other than those with respect to which a certificate 
or opinion of an independent public accountant is not required, or with 
respect to which a certificate or opinion of an independent public accountant 
has previously been furnished) is ten per centum (10%) or more of the 
aggregate amount of Bonds at the time Outstanding, but no certificate or 
opinion need be made by any person other than an officer or employee of the 
Company who is specified in this Indenture as to (A) dates or periods not 
covered by annual reports required to be filed by the Company in the case of 
conditions precedent which depend on a state of facts as of a date or dates 
or for a period or periods different from that required to be covered by such 
annual reports, or (B) the amount and value of Property Additions, except as 
provided in the last paragraph of Section 3.08, or (C) the adequacy of 
depreciation, maintenance or repairs."

	Section 7.03  The Original Indenture is hereby amended pursuant to 
Section 16.02 of the Original Indenture, as follows:

	(a) Section 9.17 off the Original Indenture is hereby amended to read as 
follows:

		"Section 9.17  In case more than one series of Bonds be Outstanding 
hereunder and an event of default shall have happened because of any default 
in the payment of the principal of, or of the interest on, or of any Sinking 
Fund, Maintenance and Renewal Fund, Improvement Fund, or analogous fund 
installment in respect of, the Bonds of any one or more of such series and 
not in respect of the Bonds of one or more of the other series, and such 
event of default shall be subsisting, then whatever action in this Article it 
is provided may or shall be taken upon the happening of such an event of 
default (continuing or subsisting as in this Indenture provided) by or upon 
the request of the holders of a specified percentage in principal amount of 
Bonds then Outstanding (excluding Company-owned Bonds), may or shall be taken 
only if such holders of a majority in principal amount of the Bonds then 
Outstanding (excluding Company-owned Bonds) of the series as to which such 
default shall have been made."

such amendment having been approved by resolution of the Board of Directors 
of the Company and by the written consent, filed with the Trustee, of the 
holders of one hundred per centum (100%) in principal amount of the Bonds at 
the time Outstanding (there being no Company-owned Bonds).


ARTICLE VIII
MISCELLANEOUS PROVISIONS

	Section 8.01  The recitals in this First Supplemental Indenture shall be 
taken as recitals by the Company alone, and shall not be considered as made 
by or as imposing any obligation or liability upon the Trustee, nor shall the 
Trustee be held responsible for the legality or validity of this First 
Supplemental Indenture, and the Trustee makes no covenants or 
representations, and shall not be responsible, as to or for the effect, 
authorization, execution, delivery, or recording of this First Supplemental 
Indenture, except as expressly set forth in the Original Indenture.  The 
Trustee shall not be taken impliedly to waive by this First Supplemental 
Indenture any right it would otherwise have.  As provided in the Original 
Indenture, this First Supplemental Indenture shall hereafter form a part of 
the Indenture.

	Section 8.02  If and to the extent that any provision of this First 
Supplemental Indenture limits, qualifies, or conflicts with another provision 
of the Indenture required by any of Sections 310 to 317, inclusive, of the 
Trust Indenture Act of 1939 to be included in an indenture to be qualified 
under said Act, such required provision shall control.

	Section 8.03  This First Supplemental Indenture may be simultaneously 
executed in any number of counterparts, each of which shall be deemed an 
original; and all said counterparts executed and delivered, each as an 
original, shall constitute but one and the same instrument, which shall for 
all purposes be sufficiently evidenced by any such original counterpart.

	IN WITNESS WHEREOF, said Western Massachusetts Electric Company has 
caused this instrument to be executed in its corporate name by its President 
or one of its Vice-Presidents, thereunto duly authorized, and its corporate 
seal to be hereto affixed, attested by its Clerk or an Assistant Clerk, and 
said Old Colony Trust Company has caused this instrument to be executed in 
its corporate name by one of its Vice-Presidents, thereunto duly authorized, 
and its corporate seal to be hereto affixed, all on and as of the day and 
year first above written.

WESTERN MASSACHUSETTS ELECTRIC COMPANY

By ROBERT R. HABBERLEY
	Vice-President

Attest:										(CORPORATE SEAL)

JAMES GRAY
	Clerk

Signed sealed and delivered by
Western Massachusetts Electric
Company in our presence:
	R. D. FISHER
	A. W. WILKINSON

OLD COLONY TRUST COMPANY
By J. J. WALSH
	Vice-President

Signed sealed and delivered by
Old Colony Trust Company
in our presence:
	R. D. FISHER
	A. W. WILKINSON							(CORPORATE SEAL)


COMMONWEALTH OF MASSACHUSETTS


SUFFOLK, SS.

	On this first day of October in the year 1954 before me personally came 
Robert R. Habberley and James Gray, both to me personally known, who being by 
me duly sworn did depose and say that they reside in Greenfield, 
Massachusetts and in Springfield, Massachusetts, respectively; that they are 
respectively a vice-president and clerk of Western Massachusetts Electric 
Company, one of the corporations described in and which executed the 
foregoing instrument; that they know the seal of said corporation; that the 
seal affixed to said instrument opposite the execution was affixed thereto 
pursuant to the authority of its Board of Directors; that they signed their 
respective names thereto by like authority; and each of them acknowledged 
said instrument to be his free act and deed in his said capacity and the free 
act and deed of Western Massachusetts Electric Company.

	IN WITNESS WHEREOF I hereunto set my hand and affixed my official seal, 
at Boston in said Commonwealth, the day and year first above written.

									Elliot G. Kelley
(NOTARIAL								Notary Public for
    SEAL)							the Commonwealth of Massachusetts

My commission expires:
		November 14, 1958


COMMONWEALTH OF MASSACHUSETTS

SUFFOLK, SS.

	On this first day of October in the year 1954 before me personally came 
J. J. Walsh to me personally known, who being by me duly sworn did depose and 
say that he resides in Dorchester, Massachusetts; that he is a vice-president 
of Old Colony Trust Company, one of the corporations described in and which 
executed the foregoing instrument; that he knows the seal of said 
corporation; that the seal affixed to said instrument opposite the execution 
was affixed thereto pursuant to the authority of its Board of Directors; that 
he signed his name thereto by like authority; and he acknowledged said 
instrument to be his free act and deed in his said capacity and the free act 
and deed of Old Colony Trust Company.

	IN WITNESS WHEREOF, I have hereunto set may hand and affixed my official 
seal, at Boston in said Commonwealth, the day and year first above written.

							Elliot G. Kelley		(NOTARIAL
							Notary Public for		Seal)
						the Commonwealth of Massachusetts

My commission expires:
	November 14, 1958

	I, the undersigned, Clerk of WESTERN MASSACHUSETTS ELECTRIC COMPANY, 
hereby CERTIFY that at a special meeting of the stockholders of said Company, 
duly called and held at Boston, Massachusetts, on September 28, 1954, the 
following vote was duly adopted by the affirmative vote of all the 
outstanding stock of said Company; and I, the undersigned, FURTHER CERTIFY 
that a meeting of the Board of Directors of said Company, duly called and 
held on September 28, 1954, at which a quorum was present and voting, the 
same identical vote was unanimously passed by said Board of Directors:

	Further 
	Voted:	That the form, as presented to this meeting, of the proposed 
First Supplemental Indenture to be dated as of October 1, 1954, between the 
Company and Old Colony Trust Company, as Trustee, is hereby approved; that 
the President or any Vice President of the Company is each hereby authorized 
to execute the same for and on behalf of the Company and under its corporate 
seal, which the Clerk or an Assistant Clerk of the Company is hereby 
authorized to affix and attest; that the President or any Vice President of 
the Company is each hereby authorized to deliver the same in as many 
counterparts as may be deemed desirable by the said Trustee; and that the 
execution as aforesaid of the First Supplemental Indenture shall be 
conclusive evidence that it is the First Supplemental Indenture approved at 
this meeting and the execution of which is hereby authorized.

	And I FURTHER CERTIFY that Robert R. Habberley is a Vice President of 
said Company, duly authorized to execute in the name and on behalf of said 
Company, the foregoing First Supplemental Indenture dated as of October 1, 
1954; that I am the Clerk of said Company, duly authorized to attest the 
ensealing of said First Supplemental Indenture; that the First Supplemental 
Indenture to which this certificate is attached is substantially in the form 
presented to and approved at each of said meetings held September 28, 1954; 
that the foregoing is a correct copy of the vote adopted at each of said 
meetings; and that the foregoing vote remains in full force and effect 
without alteration.

	IN WITNESS WHEREOF, I have hereunto subscribed my name as Clerk and have 
caused the corporate seal of the Company to be hereunto affixed on October 1, 
1954.

										JAMES GRAY
									JAMES GRAY, Clerk
(Corporate Seal)


RECORDING NOTE

	The First Supplemental Indenture dated as of October 1, 1954, from 
Western Massachusetts Electric Company to Old Colony Trust Company as 
Trustee, has been duly filed for record as follows:

	in the following Registries of Deeds:
		County of Franklin
		County of Hampden
		County of Hampshire
		County of Berkshire - Middle District
		County of Berkshire - Northern District
		County of Berkshire - Southern District
			all in the Commonwealth of Massachusetts
		County of Cheshire
			in the State of New Hampshire
		Vernon Land Records
			in the State of Vermont
	and in the following Land Court Registration Districts:
		County of Hampden
		County of Hampshire
		County of Berkshire - Middle District
			all in the Commonwealth of Massachusetts

	A Second Confirmatory Indenture of Mortgage dated October 1, 1954, from 
said Company to Old Colony Trust Company as Trustee, incorporating by 
reference the terms and provisions of said First Supplemental Indenture, was 
duly filed for record in the offices of the clerks of the following cities 
and towns:

		City of Boston
		City of Springfield
		City of Chicopee
		City of Pittsfield
		Town of West Springfield
		City of Westfield
		Town of Lee
		Town of Greenfield
		Town of Easthampton
		Town of Dalton 
		Town of Montague
			all in the Commonwealth of Massachusetts.