Exhibit 10.23.5


                  THIRTY-NINTH AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT

     THIS THIRTY-NINTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT,
dated as of November 13, 1998 ("Thirty-Ninth Agreement"), is entered into
by the signatory Participants to amend the New England Power Pool Agreement
(the "NEPOOL Agreement"), as amended.

     WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was
amended and restated by the Thirty-Third Agreement Amending New England
Power Pool Agreement dated as of December 1, 1996 (the "Thirty-Third
Agreement") in the form of the Restated New England Power Pool Agreement
("Restated NEPOOL Agreement") attached to the Thirty-Third Agreement as
Exhibit A thereto, and the Thirty-Third Agreement also provided for the
NEPOOL Open Access Transmission Tariff ("Tariff") which is Attachment B to
the Restated NEPOOL Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the Tariff have
subsequently been amended by five supplements dated, respectively, as of
February 7, June 1, September 1, November 1 and December 31, 1997 and by
five additional amendatory agreements dated, respectively, as of September
1, 1997, November 15, 1997, July 20, 1998, August 15, 1998 and October 30,
1998; and

     WHEREAS, the Federal Energy Regulatory Commission's Order issued
October 29, 1998 (the "Order") with respect to the Restated NEPOOL
Agreement and the Tariff, as amended through July 20, 1998, has required
that they be further amended by the date hereof in various respects; and

     WHEREAS, the signatories hereto desire to implement the Order through
a compliance filing to make changes required by the Order.

     NOW, THEREFORE, the signatory Participants agree as follows:

                             SECTION 1
              AMENDMENT OF RESTATED NEPOOL AGREEMENT

1.1  AMENDMENT OF SECTION 15.1.  Section 15.1 of the Restated NEPOOL
     Agreement is amended to read as follows:

     15.1 DEFINITION OF PTF.  PTF or pool transmission facilities are the
          transmission facilities owned by Participants rated 69 kV or
          above required to allow energy from significant power sources to
          move freely on the New England transmission network, and include:

          1.   All transmission lines and associated facilities owned by
               Participants rated 69 kV and above, except for lines and
               associated facilities that contribute little or no parallel
               capability to the NEPOOL Transmission System (as defined in
               the Tariff).  The following do not constitute PTF:

               (a)  Those lines and associated facilities which are
                    required to serve local load only.

               (b)  Generator leads, which are defined as radial
                    transmission from a generation bus to the nearest point
                    on the NEPOOL Transmission System.

               (c)  Lines that are normally operated open.

          2.   Parallel linkages in network stations owned by Participants
               (including substation facilities such as transformers,
               circuit breakers and associated equipment) interconnecting
               the lines which constitute PTF.

          3.   If a Participant with significant generation in its
               transmission and distribution system (initially 25 MW) is
               connected to the New England network and none of the
               transmission facilities owned by the Participant qualify to
               be included in PTF as defined in (1) and (2) above, then
               such Participant's connection to PTF will constitute PTF if
               both of the following requirements are met for this
               connection:

               (a)  The connection is rated 69 kV or above.

               (b)  The connection is the principal transmission link
                    between the Participant and the remainder of the New
                    England PTF network.

          4.   Rights of way and land owned by Participants required for
               the installation of facilities which constitute PTF under
               (1), (2) or (3) above.

          The Regional Transmission Planning Committee shall review at
          least annually the status of transmission lines and related
          facilities and determine whether such facilities constitute PTF
          and shall prepare and keep current a schedule or catalogue of PTF
          facilities.

          The following examples indicate the intent of the above
          definitions:

               (i)  Radial tap lines to local load are excluded.

               (ii) Lines which loop, from two geographically separate
                    points on the NEPOOL Transmission System, the supply to
                    a load bus from the NEPOOL Transmission System are
                    included.

               (iii)Lines which loop, from two geographically separate
                    points on the NEPOOL Transmission System, the
                    connections between a generator bus and the NEPOOL
                    Transmission System are included.

               (iv) Radial connections or connections from a generating
                    station to a single substation or switching station on
                    the NEPOOL Transmission System are excluded, unless the
                    requirements of paragraph (3) above are met.

          Transmission facilities owned by a Related Person of a
          Participant which are rated 69 kV or above and are required to
          allow Energy from significant power sources to move freely on the
          New England transmission network shall also constitute PTF
          provided (i) such Related Person files with the Secretary of the
          Management Committee its consent to such treatment; and (ii) the
          Management Committee determines that treatment of the facility as
          PTF will facilitate accomplishment of NEPOOL's objectives.  If a
          facility constitutes PTF pursuant to this paragraph, it shall be
          treated as "owned" by a Participant for purposes of the Tariff
          and the other provisions of Part Four of the Agreement.


SECTION 2

AMENDMENT TO TARIFF

2.1  AMENDMENT OF SECTION 22A.3   Section 22A.3 of the Tariff is amended to
     read as follows:

     22A.3A Transmission Customer which has Reserved Capacity for In
          Service as part of or in conjunction with Through or Out Service,
          Internal Point-to-Point Service or Regional Network Service shall
          receive such In Service as part of such other service without
          additional charge.

2.2  DELETION OF SECTION 22A.4.  Section 22A.4 of the Tariff is deleted in
     its entirety.

2.3  AMENDMENT OF SECTION 33.4.  Section 33.4 of the Tariff is amended to
     read as follows:

     33.4 Facilities Study Procedures:  If a System Impact Study indicates
          that additions or upgrades to the NEPOOL Transmission System are
          needed to supply the Eligible Customer's service request, the
          System Operator, within thirty days of the completion of the
          System Impact Study, will tender to the Eligible Customer a
          Facilities Study agreement in the form of Attachment J to this
          Tariff, or in any other form that is mutually agreed to, which is
          to be entered into by the Eligible Customer and the System
          Operator and, if deemed necessary by the System Operator, by one
          or more affected Transmission Provider(s) and pursuant to which
          the Eligible Customer shall agree to reimburse the System
          Operator and any affected Transmission Providers or other entity
          designated by the System Operator for performing any required
          Facilities Study.  For a service request to remain a Completed
          Application, the Eligible Customer shall execute the Facilities
          Study agreement and return it to the System Operator within
          fifteen days.  If the Eligible Customer elects not to execute the
          Facilities Study agreement, its application shall be deemed
          withdrawn and its deposit, if any (less the reasonable
          Administrative Costs incurred by the System Operator and any
          affected Participants in connection with the Application), will
          be returned with Interest.  Upon receipt of an executed
          Facilities Study agreement, the System Operator and any affected
          Transmission Provider(s) or other designated entity will use due
          diligence to cause the required Facilities Study to be completed
          within a sixty-day period.  If a Facilities Study cannot be
          completed in the allotted time period, the System Operator will
          notify the Transmission Customer and provide an estimate of the
          time needed to reach a final determination and any resulting
          increase in the cost, along with an explanation of the reasons
          that additional time is required to complete the study.  When
          completed, the Facilities Study shall include a good faith
          estimate of (i) the cost of Direct Assignment Facilities to be
          charged to the Transmission Customer, or (ii) the Transmission
          Customer's appropriate share of the cost of any required
          additions or upgrades, and (iii) the time required to complete
          such construction and initiate the requested service.  The
          Transmission Customer shall provide a letter of credit or other
          reasonable form of security acceptable to the Transmission
          Providers or other entities that will be responsible for the
          construction of the new facilities or upgrades equivalent to the
          costs of the new facilities or upgrades and consistent with
          relevant commercial practices, as established by the Uniform
          Commercial Code.  The Transmission Customer shall have thirty
          days to execute a Service Agreement, if required, or request the
          filing of an unexecuted Service Agreement with the Commission and
          provide the required letter of credit or other form of security
          or the request will no longer be a Completed Application and
          shall be deemed terminated and withdrawn.

2.4  AMENDMENT OF SECTION 40.4.  Section 40.4 of the Tariff is amended to
     read as follows:

          The Network Customer may use the NEPOOL Transmission System to
          deliver energy and/or capacity to its Network Loads from
          resources that have not been designated as Network Resources.
          Such energy and capacity shall be transmitted, on an as-available
          basis, at no additional charge as part of Regional Network
          Service.  Deliveries from resources other than Network Resources
          will have a higher priority than any Non-Firm Point-to-Point
          Transmission Service under this Tariff.

2.5  AMENDMENT OF SECTION 42.1.  Section 42.1 of the Tariff is amended to
     delete the second sentence thereof (added in the Thirty-Eighth
     Agreement Amending New England Power Pool Agreement).

2.6  AMENDMENT OF SECTION 44.4.  Section 44.4 of the Tariff is amended to
     read as follows:

     44.4 Facilities Study Procedures:  If a System Impact Study indicates
          that additions or upgrades to the NEPOOL Transmission System are
          needed to supply the Eligible Customer's service request, the
          System Operator, within thirty days of the completion of the
          System Impact Study, shall tender to the Eligible Customer a
          Facilities Study agreement in the form of Attachment J to this
          Tariff, or in any other form that is mutually agreed to, which is
          to be entered into by the Eligible Customer and the System
          Operator and, if deemed necessary by the System Operator, by one
          or more affected Transmission Provider(s) and pursuant to which
          the Eligible Customer shall agree to reimburse the System
          Operator and any affected Transmission Provider(s) for performing
          the required Facilities Study.  For a service request to remain a
          Completed Application, the Eligible Customer shall execute the
          Facilities Study agreement and return it to the System Operator
          within fifteen days.  If the Eligible Customer elects not to
          execute a Facilities Study agreement, its Application shall be
          deemed withdrawn and its deposit, if any (less the reasonable
          Administrative Costs incurred by the System Operator and any
          affected Transmission Provider(s)), shall be returned with
          Interest.  Upon receipt of an executed Facilities Study
          agreement, the System Operator and any affected Transmission
          Provider(s), will use due diligence to complete the required
          Facilities Study within a sixty-day period.  If the System
          Operator and any affected Transmission Provider(s) are unable to
          complete the Facilities Study in the allotted time period, the
          System Operator shall notify the Eligible Customer and provide an
          estimate of the time needed to reach a final determination and
          any resulting increase in the cost, along with an explanation of
          the reasons that additional time is required to complete the
          study.  When completed, the Facilities Study will include a good
          faith estimate of (i) the cost of Direct Assignment Facilities to
          be charged to the Eligible Customer, (ii) the Eligible Customer's
          appropriate share of the cost of any required Network Upgrades,
          and (iii) the time required to complete such construction and
          initiate the requested service.  The Eligible Customer shall
          provide a letter of credit or other reasonable form of security
          acceptable to the affected Transmission Provider(s) or other
          entities that will be responsible for the construction of the new
          facilities or upgrades equivalent to the costs of new facilities
          or upgrades consistent with commercial practices as established
          by the Uniform Commercial Code.  The Eligible Customer shall have
          thirty days to execute a Service Agreement or request the filing
          of an unexecuted Service Agreement and provide the required
          letter of credit or other form of security or the request no
          longer will be a Completed Application and shall be deemed
          terminated and withdrawn.

2.7  AMENDMENT OF SECTION 46.1.  Section 46.1 of the Tariff is amended to
     read as follows:

     46.1 Determination of Network Customer's Monthly Network Load:  The
          Network Customer's "Monthly Network Load" is its hourly load
          (including its designated Network Load not physically
          interconnected with the Transmission Provider under Section 43.3)
          coincident with the coincident aggregate load of the Participants
          and other Network Customers served in each Local Network in the
          hour in which the coincident load is at its maximum for the month
          ("Monthly Peak").

2.8  AMENDMENT OF SECTION 49.  Section 49 of the Tariff is amended to read
     as follows:

     49 Interconnection Requirements

          Any Participant or Non-Participant which proposes to site a new
          generating unit at a site owned or controlled by it, or which it
          has the right to acquire or control, or to materially change and
          increase the capacity of an existing generating unit, located in
          the NEPOOL Control Area ("Generator Owner"), shall be obligated
          to:

          (a)  complete and submit to the System Operator a standard
               application, which is available from the System Operator,
               entitled "Interconnection of New Generation to the New
               England Transmission System -Application for System Impact
               Study Agreement" ("Interconnection Application"), along with
               the administrative fee and description of its proposal and
               site information required by the Interconnection
               Application;

          (b)  within fifteen (15) days of its tender by the System
               Operator (which tender shall occur no later than thirty (30)
               days following System Operator's receipt of a complete
               Interconnection Application), enter into an agreement with
               the System Operator and, if deemed necessary by the System
               Operator, one or more affected Transmission Providers to
               provide for the conduct of a System Impact Study to
               determine what additions or upgrades to the NEPOOL
               Transmission System and to the Non-PTF system are required
               in order to permit its generating unit to interconnect in a
               manner that avoids any significant adverse effect on system
               reliability, stability, and operability, including
               protecting against the degradation of transfer capability
               for interfaces affected by the unit ("Minimum
               Interconnection Standard").  If the Generator Owner does not
               enter into the System Impact Study agreement within the
               above time period, its application shall be deemed
               withdrawn.  The System Impact Study shall be conducted in
               accordance with the procedures, and subject to the
               obligations, specified in Sections 33.2 and 33.3 and
               Attachment D of this Tariff and using the form of agreement
               specified in Attachment I of this Tariff, except that: (1)
               references therein to transmission service shall be deemed
               to refer to interconnection; (2) references therein to
               Eligible Customer or Transmission Customer shall be deemed
               to refer to the Generator Owner; (3) Attachment D shall be
               applied so that the interconnection is studied on a Minimum
               Interconnection Standard basis; and (4)any references to, or
               requirements for, a Service Agreement in Section 33.3 shall
               be inapplicable.

          (c)  if a System Impact Study indicates that additions or
               upgrades to the NEPOOL Transmission System and to the
               Non-PTF system are required in order to permit its
               generating unit to interconnect to the NEPOOL system on a
               basis satisfying the Minimum Interconnection Standard,
               within fifteen (15) days of its tender by the System
               Operator (which tender shall occur no later than thirty (30)
               days following the completion of the System Impact Study),
               enter into an agreement with the System Operator and, if
               deemed necessary by the System Operator, one or more
               affected Transmission Providers to provide for the conduct
               of a Facilities Study. The Facilities Study shall be
               conducted in accordance with the procedures, and subject to
               the obligations, specified in Sections 33.4 and 33.5 of this
               Tariff, and using the form of agreement specified in
               Attachment J of this Tariff, except that:  (1) references
               therein to transmission service shall be deemed to refer to
               interconnection;(2) references therein to Eligible Customer
               or Transmission Customer shall be deemed to refer to the
               Generator Owner; and (3) any references to, or requirements
               for, a Service Agreement in Section 33.4 shall be
               inapplicable.  In lieu of a Facilities Study, if
               transmission system modifications are required, within 45
               days of submission of the final System Impact Study report
               to the Generator Owner, the Generator Owner, the System
               Operator and the affected Transmission Provider(s) may
               establish an agreement for  "Expedited Interconnection".
               While the Transmission Provider(s) or other entities that
               will be responsible for constructing the new facilities or
               upgrades on an expedited basis will provide the Generator
               Owner with its best estimate of the new facility costs and
               other charges that may be incurred, such estimate shall not
               be binding and the Generator Owner shall agree in writing to
               pay for all applicable costs incurred;

          (d)  in the event that transmission service will be needed under
               a Transmission Provider's local tariff or the unit will be
               interconnected to the Local Network of a Transmission
               Provider, satisfy any applicable requirements under the
               local tariff of the relevant Transmission Provider (except
               for those relating to System Impact Studies and Facilities
               Studies, which will be performed on a unified basis by the
               System Operator in accordance with this Section); and

          (e)  submit its proposal for review in accordance with Section
               18.4 of the Agreement and to take any action required
               pursuant to Section 18.5 of the Agreement as a result of
               such review in order that its generating unit can be
               interconnected to the NEPOOL Transmission System in a manner
               to satisfy the Minimum Interconnection Standard or, if
               requested by the Generation Owner, to satisfy an enhanced
               interconnection option pursuant to additional studies as
               discussed below;

          and upon the satisfaction of the obligations described in (a),
          (b), (c), (d), and (e) above, the Generator Owner's unit shall
          have the right to be interconnected to the NEPOOL Transmission
          System.

          In addition to obtaining the System Impact Study and Facilities
          Study described in Subsections (b), (c), and (d) above, a
          Generator Owner may elect to agree to an additional study to
          determine what further additions or upgrades to the NEPOOL
          Transmission System, beyond those required to satisfy the Minimum
          Interconnection Standard, would be required for potentially
          facilitating, under an enhanced interconnection option, a greater
          level of use of the System, as specified by the Generator Owner.
          A Participant other than the Generator Owner may also elect to
          have performed at its expense such an additional study if and to
          the extent the Generator Owner has decided not to elect such an
          additional study.  Generator Owners that have received prior to
          October 29, 1998 all required NEPOOL approvals pursuant to
          Sections 18.4 and 18.5 of the Restated NEPOOL Agreement for their
          interconnections shall be deemed to have requested such an
          enhanced interconnection option.

          The completion of the portion of a System Impact Study or
          Facilities Study addressing the Minimum Interconnection Standard
          shall not be delayed by awaiting the results from any such
          additional study.  The performance of such additional studies
          other than those underway as of October 29, 1998 shall be
          accomplished at a time and in a manner that avoids such
          additional studies unduly delaying the performance of studies for
          other Generator Owners based on the Minimum Interconnection
          Standard.  The Generator Owner may, at its option, seek approval
          for interconnection in a manner consistent with the results of
          its System Impact Study and Facilities Study, as supplemented by
          the additional study in accordance with Subsection (e) above.

          If the studies conducted pursuant to this Section indicate that
          new PTF or non-PTF facilities or a facility modification or other
          PTF upgrades are necessary to satisfy the Minimum Interconnection
          Standard or an enhanced interconnection option in connection with
          a new or materially changed generating unit, or otherwise, in
          order to interconnect, upon approval of the studies by the
          Regional Transmission Planning Committee, subject to review by
          the System Operator, one or more Transmission Providers or their
          designees shall be designated by the Regional Transmission
          Planning Committee, subject to review by the System Operator, to
          design and effect the construction or modification.  Construction
          or modification of Non-PTF facilities shall be the obligation of
          the appropriate local Transmission Provider(s) or its
          designee(s).

          Upon the designation of a Transmission Provider or its designee
          to design and effect a PTF addition or upgrade and agreement on
          the security and other provisions of the arrangement, the
          Transmission Provider or its designee designated to perform the
          construction shall, (i) in accordance with the terms of the
          arrangements described in this paragraph and subject to Sections
          18.4 and 18.5 of the Agreement, use its best efforts to design
          and effect the proposed construction or modification and (ii)
          enter into an interconnection agreement with the Generator Owner,
          which interconnection agreement may be filed with the Commission
          by the Transmission Provider unsigned either on its own or at the
          request of the Generator Owner.  Sections 34.1, 34.2 (other than
          those sentences referring to Service Agreements), 34.3 and 35 of
          the Tariff shall be applicable to the facilities construction,
          except that:  (1) references therein to transmission service
          shall be deemed to refer to interconnection; and(2)references
          therein to Eligible Customer or Transmission Customer shall be
          deemed to refer to Generator Owner.

          Any facilities required in connection with a new generating unit
          or the material change of an existing generating unit which
          constitute a Direct Assignment Facility shall be fully paid for
          by the Participant or Non-Participant proposing the new
          generating unit or material change under an interconnection
          agreement with the Transmission Provider.

          A Participant or Non-Participant proposing a new or materially
          changed generating unit to be interconnected shall be responsible
          for the cost of whatever upgrades that are identified as a result
          of the study or studies performed at the request of such
          Participant or Non-Participant pursuant to the procedures set
          forth in this Section, including any new PTF or Non-PTF
          facilities or facility modification or other PTF or Non-PTF
          upgrade; provided, however, that with respect to any new PTF
          facilities or facility modification or other PTF upgrades that
          are required in order to interconnect, Schedule 11 of this Tariff
          shall apply, subject to such changes in the Schedule or otherwise
          as may be determined in connection with the development of the
          New CMS (as defined below) or as the Commission may otherwise
          require and subject further to any refund or surcharge
          requirements that may result from retroactive implementation of
          changes in Schedule 11 or otherwise as set forth in the New CMS
          or a Commission order.

          For purposes of determining whether a generating unit is placed
          in service after the Compliance Effective Date for purposes of
          Section 42.6 of this Tariff or is obligated to satisfy the
          requirements of this Section, on January 1, 1999 and thereafter,
          any unit in active or deactivated status, as classified in the
          April 1998 NEPOOL Capacity, Energy, Loads and Transmission Report
          and any other generating unit in active status on that date may
          receive deactivated status, subject to criteria developed by the
          appropriate NEPOOL committee.  If so designated, the deactivated
          unit may retain this status for a period not to exceed three (3)
          years from the date the unit receives deactivated status and
          shall not be obligated to comply with this Section if it is
          reactivated during such period, but if not reactivated during
          such period shall be deemed retired at the end of such period for
          purposes of this Section.  Notwithstanding the foregoing, if a
          proposal is submitted and approved under Section 18.4 of the
          Agreement during the three-year period to 1) reactivate, 2)
          materially modify and reactivate or 3) replace the deactivated
          unit, the unit may be reactivated without material modification
          without compliance with this Section.  The cost of any PTF
          upgrade required by 2) or 3) above shall be paid for or shared in
          accordance with the preceding provisions of this Section.
          Notwithstanding the foregoing, any unit in deactivated status
          prior to January 1, 1999 shall be entitled to retain such status
          through December 31, 2001 whether or not a submission is made
          under Section 18.4 during such period.

          Unless amended, the Interconnection Requirements set forth in
          this Section shall remain in effect at least until such time as
          the substitute Congestion Management System contemplated by
          Section 24 of this Tariff and by subsection (b) of Section 14.4
          of the Agreement ("New CMS") has become effective.  It is
          recognized that, in view of the pending development of the New
          CMS, there can be no assurance or implication as to the nature of
          the rights beyond physical interconnection, if any, or cost
          obligations that any existing or future Generator Owner may have
          as a result of compliance with the Minimum Interconnection
          Standard or the results of any additional studies as set forth in
          this Section, and that the rights beyond physical
          interconnection, if any, and obligations of all existing and
          future Generator Owners are subject to future determination and
          to the further orders of the Commission, including a
          determination of the extent to which particular Generator Owners
          are able to participate in Interchange Transactions and other
          transactions in the seven products which are defined in the
          Restated NEPOOL Agreement.

     2.9  AMENDMENT OF SECTION 50.  Section 50 of the Tariff is amended to
          read as follows:

          50   Rights of Generator Owners

               (a)  Subsection (b) of this Section shall be of no force or
                    effect until such time the New CMS (as defined in
                    Section 49) has become effective.  The Participants
                    shall delete or modify subsection (b) of this Section
                    as appropriate in connection with the development of
                    the CMS.

               (b)  Upon compliance with the applicable requirements of the
                    Tariff, (i) any generating unit located in the NEPOOL
                    Control Area which is in service on the Compliance
                    Effective Date (including a unit that has lost its
                    capacity value when its capacity value is restored or a
                    deactivated unit which may be reactivated without
                    satisfying the requirements of Section 49 of this
                    Tariff in accordance with the provisions thereof); (ii)
                    any generating unit located in the NEPOOL Control Area
                    which is placed in service after the Compliance
                    Effective Date after complying with Section 49 and
                    Schedule 11 of the Tariff; and (iii) any resource
                    outside the NEPOOL Control Area that is the subject of
                    a Firm Transmission Service transaction shall with
                    respect to NEPOOL internal services have rights equal
                    to all other firmly integrated resources, and shall not
                    at any later time (other than in connection with
                    service over the Ties not specifically referred to in
                    the Section 18.4 approval) be required to pay for any
                    additional Network or other upgrades or costs required
                    in order to further reinforce the transmission system;
                    provided that any generating unit placed in service
                    after the Compliance Effective Date, the output of
                    which is limited in accordance with Section 18.4 of the
                    Agreement to below its full capacity shall have such
                    rights only up to the permitted output level(s);
                    provided further that there will be no adverse
                    distinctions in the planning process or with respect to
                    transmission facility construction between Firm
                    Transmission Service Customers, any generators referred
                    to in (i) or (ii) above, and any resources referred to
                    in (iii) above.  It is further provided that, in
                    accordance with Section 18.4 of the Agreement, no
                    generator referred to in (i) or (ii) above shall have
                    its established operating limits reduced, except for
                    emergency situations, as a result of any new request
                    for NEPOOL interconnection or subsequent Section 18.4
                    approvals.  Notwithstanding the foregoing, nothing set
                    forth in this Part VII shall be deemed to relieve any
                    Transmission Customer from its obligations to pay any
                    charges or costs otherwise payable by it under Parts I
                    through VI of this Tariff and the relevant schedules
                    related thereto.



     SECTION 3

     MISCELLANEOUS

     3.1  Following execution by the requisite number of Participants in
          accordance with the Restated NEPOOL Agreement, this Thirty-Ninth
          Agreement shall become effective December 15, 1998, or on such
          other date or dates as the Commission shall provide that the
          amendments provided for in this Agreement shall become effective;
          provided that such amendments shall not become effective if
          Participants having the requisite number of Voting Shares give
          notice in accordance with Section 21.11 of the Restated NEPOOL
          Agreement that they object to the amendments.

     3.2  Terms used in this Thirty-Ninth Agreement that are not defined
          herein shall have the meanings ascribed to them in the Tariff.

     3.3  This Thirty-Ninth Agreement may be executed in any number of
          counterparts and each executed counterpart shall have the same
          force and effect as an original instrument and as if all the
          parties to all the counterparts had signed the same instrument.
          Any signature page of this Thirty-Ninth Agreement may be detached
          from any counterpart of this Thirty-Ninth Agreement without
          impairing the legal effect of any signatures thereof, and may be
          attached to another counterpart of this Thirty-Ninth Agreement
          identical in form thereto but having attached to it one or more
          signature pages.

          IN WITNESS WHEREOF, each of the signatories has caused a
     counterpart signature page for this Thirty-Ninth Agreement to be
     executed by its duly authorized representative as of November 13,
     1998.
<PAGE>

                    COUNTERPART SIGNATURE PAGE
                    TO THIRTY-NINTH AGREEMENT
                    AMENDING NEW ENGLAND POWER
                          POOL AGREEMENT



          IN WITNESS WHEREOF, the undersigned has caused this counterpart
     signature page to the Thirty-Ninth Agreement Amending New England
     Power Pool Agreement, dated as of November 13, 1998, to be executed by
     its duly authorized representative as of November 13, 1998.

                              _____________________________________
                              (Participant)


                              By:__________________________________
                                   Name:

                                   Title:


<PAGE>

                    COUNTERPART SIGNATURE PAGE
                    TO THIRTY-NINTH AGREEMENT
                    AMENDING NEW ENGLAND POWER
                          POOL AGREEMENT



          IN WITNESS WHEREOF, the undersigned has caused this counterpart
     signature page to the Thirty-Ninth Agreement Amending New England
     Power Pool Agreement, dated as of November 13, 1998, to be executed by
     its duly authorized representative as of November 13, 1998.

                              Boston Edison Company________________
                              (Participant)


                              By: /s/ Douglas S. Horan_____________
                                   Name: Douglas S. Horan

                                   Title: Senior Vice President


                              Central Maine Power Company__________
                              (Participant)


                              By: /s/ Arthur Adelberg______________
                                   Name: Arthur Adelberg

                                   Title: Exec. V.P.



                              COMMONWEALTH ENERGY SYSTEM COMPANIES_
                              Cambridge Electric Light Company
                              Canal Electric Company
                              Commonwealth Electric Company________
                              (Participants)


                              By: /s/ James J. Keane_______________
                                   Name: JAMES J. KEANE

                                   Title: VICE PRESIDENT-ENERGY SUPPLY AND
                                          ENGINEERING SERVICES


                              EASTERN UTILITIES ASSOCIATES COMPANIES
                              Blackstone Valley Electric Company
                              Eastern Edison Company
                              Montaup Electric Company
                              Newport Electric Company_____________
                              (Participants)


                              By: /s/ Kevin A. Kirby_______________
                                   Name: Kevin A. Kirby

                                   Title: Vice President


                              Granite State Electric Company_______
                              (Participant)


                              By: /s/ Richard P. Sergel____________
                                   Name:  

                                   Title:  


                              Massachusetts Electric Company_______
                              (Participant)


                              By: /s/ Richard P. Sergel____________
                                   Name:  

                                   Title:  


                              The Narragansett Electric Company____
                              (Participant)


                              By: /s/ Richard P. Sergel____________
                                   Name:  

                                   Title:  


                              New England Power Company____________
                              (Participant)


                              By: /s/ Masheed H. Rosenqvist________
                                   Name: Masheed H. Rosenqvist

                                   Title: Vice President


                              NORTHEAST UTILITIES SYSTEM COMPANIES_
                              The Connecticut Light and Power Company
                              Holyoke Power and Electric Company
                              Holyoke Water Power Company
                              Public Service Company of New Hampshire
                              Western Massachusetts Electric Company
                              (Participants)


                              By: /s/ Frank P. Sabatino____________
                                   Name: Frank P. Sabatino

                                   Title: Vice President-Wholesale Marketing


                              PG&E Corporation PARTICIPANT COMPANIES
                              PG&E Trading-Power, L.P.
                              USGen New England, Inc.______________
                              (Participants)


                              By: /s/ Sarah M. Barpoulis___________
                                   Name: Sarah M. Barpoulis

                                   Title: Sr. Vice President


                              Vermont Electric Power Company, Inc._
                              (Participant)


                              By: /s/ R.M. Chapman_________________
                                   Name:  

                                   Title: