Exhibit 4.4.11
SUPPLEMENTAL INDENTURE

Dated as of May 1, 1998

To

First Mortgage Indenture and Deed of Trust

Dated as of August 1, 1954

WESTERN MASSACHUSETTS ELECTRIC COMPANY

TO

STATE STREET BANK AND TRUST COMPANY, Trustee

1998 Series A Bonds, Due June 1, 1999

Amending the Eighty-Second Supplemental Indenture 
dated as of May 1, 1998



WESTERN MASSACHUSETTS ELECTRIC COMPANY

Supplemental Indenture, Dated as of May 1, 1998

TABLE OF CONTENTS

Parties
Recitals

ARTICLE I
AMENDMENT OF INDENTURE

Section 1.01.	Amendment of Section 3.01 of the Eighty-Second Supplemental  
Indenture

Section 1.02.	Amendment of Schedule A to the Eighty-Second Supplemental 
Indenture

ARTICLE II
THE TRUSTEE

Section 2.01.	Trustee

ARTICLE III
DEFEASANCE

Section 3.01.	Defeasance

ARTICLE IV
MISCELLANEOUS PROVISIONS

Section 4.01.	Effect of Recitals

Section 4.02.	Counterparts

Section 4.03.	Benefits of Supplemental Indenture and the 1998 Series A Bonds

Section 4.04.	Effect of Table of Contents and Headings

TESTIMONIUM

SIGNATURES

ACKNOWLEDGMENTS

SCHEDULE A -	Form of Bond for the 1998 Series A; Form of Trustee's 
Certificate

SCHEDULE C -	Detail of Filing and Recording of First Mortgage Indenture and 
Deed of Trust



	EIGHTY-THIRD SUPPLEMENTAL INDENTURE dated as of the first day of May, 
1998, made and entered into by and between WESTERN MASSACHUSETTS ELECTRIC 
COMPANY, a corporation organized under the laws of the Commonwealth of 
Massachusetts, with its principal place of business at 174 Brush Hill Avenue, 
West Springfield, Massachusetts 01089 (hereinafter generally called the 
"Company" or "WMECO"), and STATE STREET BANK AND TRUST COMPANY, a trust 
company organized under the laws of the Commonwealth of Massachusetts, as 
successor to The First National Bank of Boston, as TRUSTEE under the Mortgage 
Indenture described below, with its principal corporate trust office at Two 
International Place, 4th Floor, Boston, MA 02110 (said State Street Bank and 
Trust Company or, as applied to action antedating the effective date of said 
succession, said The First National Bank of Boston, or its predecessor by 
merger, Old Colony Trust Company, being hereinafter generally called the 
Trustee).

	WITNESSETH that:

	WHEREAS, the Company has heretofore executed and delivered to the 
Trustee its First Mortgage Indenture and Deed of Trust1 dated as of August 1, 
1954 (hereinafter as amended by a First Supplemental Indenture dated as of 
October 1, 1954, called the Original Indenture, the Original Indenture with 
all indentures supplemental thereto being hereinafter generally 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, there are outstanding $385,000,000 aggregate principal amount 
of First Mortgage Bonds which have been issued at various times and in 
various amounts and with various dates of maturity and rates of interest and 
have been denominated Series V, Series W, Series X, Series Y, 1997 Series A 
and 1997 Series B; and

	WHEREAS, WMECO executed and delivered an Eighty-Second Supplemental 
Indenture dated as of May 1, 1998 to provide for the issue of the bonds of 
1998 Series A; and

	WHEREAS, WMECO proposes to execute and deliver this Eighty-Third 
Supplemental  Indenture to correct a typographical error appearing in Section 
3.01 and Schedule A of the Eighty-Second Supplemental Indenture, all as 
permitted by Section 16.01(f) of the Indenture; and 

	WHEREAS,  all acts and things necessary to constitute this Eighty-Third 
Supplemental Indenture as a valid, binding and legal instrument have been 
authorized and performed.

	NOW, THEREFORE, THIS EIGHTY-THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

ARTICLE I 

AMENDMENT OF INDENTURE 

	Section 1.01.  Amendment of Section 3.01 of the Eighty-Second 
Supplemental Indenture.  The Indenture shall be, and hereby is, amended to 
correct a typographical error by deleting Section 3.01 of the Eighty-Second 
Supplemental Indenture in its entirety and substituting in lieu thereof the 
following:

	Section 3.01. Repayment Upon Reduction of Aggregate Commitment Under the 
Facility.  Upon written notice by the Collateral Agent to the Trustee (i) 
that the Current Credit Agreement has been amended to reduce or cancel the 
Aggregate Commitment (as defined in the Current Credit Agreement) of the 
banks thereunder, and (ii) that upon the making of any repayment of 
outstanding advances, if any, required pursuant to the terms of the Current 
Credit Agreement as a result of such reduction or cancellation, the sum of 
the then outstanding principal amount of the IT Notes and the greater of the 
Aggregate Commitment under the Current Credit Agreement and the aggregate 
principal amount of all loans outstanding under the Current Credit Agreement 
equals less than $90,000,000, bonds of the 1998 Series A, in a principal 
amount equal to the amount by which the principal amount of the then 
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds 19% of 
the sum of the then outstanding principal amount of the IT Notes and the 
greater of the Aggregate Commitment under the Current Credit Agreement and 
the aggregate principal amount of all loans outstanding under the Current 
Credit Agreement, shall be deemed paid and all obligations of WMECO hereunder 
and thereunder with respect to such principal amount of 1998 Series A  Bonds 
shall be deemed satisfied and discharged.

	Section 1.02.  Amendment of Schedule A to the Eighty-Second Supplemental 
Indenture.  The Indenture shall be, and hereby is, amended to correct a 
typographical error by deleting Schedule A to the Eighty-Second Supplemental 
Indenture in its entirety and substituting in lieu thereof Schedule A 
appended hereto.

ARTICLE II

THE TRUSTEE

	Section 2.01.  Trustee.  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 III

DEFEASANCE

	Section 3.01.  Defeasance.  This Eighty-Third Supplemental Indenture 
shall become void when the Indenture shall be void.

ARTICLE IV

MISCELLANEOUS PROVISIONS

	Section 4.01.  Effect of Recitals.  The recitals in this Eighty-Third 
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 Eighty-Third 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 
Supplemental Indenture, except as expressly set forth in the Original 
Indenture.  The Trustee shall not be taken impliedly to waive by this Eighty-
Third Supplemental Indenture any right it would otherwise have as provided in 
the Original Indenture, this Eighty-Third Supplemental Indenture shall 
hereafter form a part of the Indenture.

	Section 4.02.  Counterparts.  This Eighty-Third 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.

	Section 4.03.  Benefits of Supplemental Indenture and 1998 Series A 
Bonds.  Nothing in this Supplemental Indenture, or in the bonds of 1998 
Series A, expressed or implied, is intended or shall be construed to give to 
any person or corporation other than WMECO, the Trustee and the holders of 
the bonds and interest obligations secured by the Indenture and this 
Supplemental Indenture, any legal or equitable right, remedy or claim under 
or in respect of this Supplemental Indenture or of any covenant, condition or 
provision herein contained.  All the covenants, conditions and provisions 
hereof are and shall be for the sole and exclusive benefit of WMECO, the 
Trustee and the holders of the bonds and interest obligations secured by the 
Indenture and this Supplemental Indenture.

	Section 4.04.  Effect of Table of Contents and Headings.  The table of 
contents and the descriptive headings of the several Articles and Sections of 
this Supplemental Indenture are inserted for convenience of reference only 
and are not to be taken to be any part of this Supplemental Indenture or to 
control or affect the meaning, construction or effect of the same.

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 and by its Treasurer or an Assistant Treasurer, 
thereunto duly authorized, and its corporate seal to be hereto affixed and 
attested by its Clerk or an Assistant Clerk, and said State Street Bank and 
Trust Company has caused this instrument to be executed in its corporate name 
by one of its Vice Presidents or Assistant Vice Presidents, thereunto duly 
authorized, and its corporate seal to be hereto affixed, all as of the day 
and year first above written.

	WESTERN MASSACHUSETTS ELECTRIC COMPANY


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

	and by/s/David R. McHale
	Assistant Treasurer

Attest:/s/O. Kay Comendul
Clerk or Assistant Clerk

Signed, sealed and delivered by 
Western Massachusetts Electric
Company in our presence:
/s/Tracy A. DeCredico
/s/Marion C. Bloomquist

STATE OF CONNECTICUT
COUNTY OF HARTFORD	BERLIN

On this 4 th day of May in the year 1998 before me personally came John B. 
Keane and David R. McHale, to me personally known, who being by me duly sworn 
did depose and say that they are respectively a Vice President and an 
Assistant Treasurer 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 names thereto by 
like authority; and they acknowledged said instrument to be their free act 
and deed in their said respective capacities and the free act and deed of 
Western Massachusetts Electric Company.

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

/s/Susan L. Cifaldi
Notary Public for the
State of Connecticut

My commission expires May 31, 1999

(NOTARIAL SEAL)

	STATE STREET BANK AND TRUST COMPANY, Trustee

	By:/s/ Ruth A. Smith
		Authorized Officer

Signed, sealed and delivered by		(CORPORATE SEAL)
State Street Bank and Trust
Company in our presence:

/s/James E. Schultz
/s/Rene Regland
COMMONWEALTH OF MASSACHUSETTS
	BOSTON
COUNTY OF SUFFOLK

	On this 5 th day of May in the year 1998 before me personally came Ruth 
A. Smith to me personally known, who being by me duly sworn did depose and 
say that she is a Vice President of State Street Bank and Trust Company, one 
of the corporations described in and which executed the foregoing instrument; 
that she 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 she signed his name thereto by like 
authority; and he acknowledged said instrument to be his free act and deed in 
she said capacity and the free act and deed of State Street Bank and Trust 
Company.

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

/s/James M. Coolidge
Notary Public for the 
Commonwealth of Massachusetts

My commission expires: June 19, 2003

(NOTARIAL SEAL)

Schedule A

(FORM OF BOND)

No. R-1	$17,300,000

WESTERN MASSACHUSETTS ELECTRIC COMPANY

First Mortgage Bond, 1998 Series A, due June 1, 1999

	FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a 
corporation of the Commonwealth of Massachusetts (hereinafter called the 
Company) hereby promises to pay to THE FIRST NATIONAL BANK OF CHICAGO, or 
registered assigns, in each case as Pledgee and Collateral Agent for the 
benefit of the Secured Parties (as such term is defined in the Security 
Agreement referred to on the reverse hereof), the principal sum of 
$17,300,000 or, if less, 19% of the aggregate Secured Obligations (as defined 
in the Security Agreement referred to on the reverse hereof) outstanding on 
June 1, 1999 or any date on or before June 1, 1999 on which the principal 
hereof becomes due and payable.  The Company further agrees to pay interest 
on said sum at the Lease Rate (as such term and all other capitalized terms 
used but not otherwise defined herein are defined in the Indenture referred 
to on the reverse hereof) as applicable from time to time, but such interest 
shall accrue only upon and following the occurrence and during the 
continuance of an Accelerating Event; provided, however, that in no event 
shall the interest rate payable on the 1998 Series A Bonds exceed 6.89% per 
annum.  After a responsible officer of the Trustee shall have received 
written notice from the Collateral Agent of the occurrence of an Accelerating 
Event specifying in reasonable detail the events giving rise to the 
Accelerating Event and the date of its occurrence, interest hereon shall be 
due and payable on demand; provided, however, that upon the occurrence of an 
Accelerating Event which is an Insolvency Event, interest shall be 
immediately due and payable on demand whether or not the Trustee has received 
notice of the occurrence of such Accelerating Event.  Interest shall accrue 
from and including the date of occurrence of an Accelerating Event and shall 
continue to accrue during the continuance of an Accelerating Event.  Interest 
hereon shall cease to accrue following the discontinuance of the Accelerating 
Event as evidenced by written notice from an officer of the Collateral Agent 
to a responsible officer of the Trustee, and any interest hereon that has 
accrued but has not yet become due and payable at the time such notice is 
given shall be extinguished and shall not be required to be paid at any time 
thereafter.  The bonds of 1998 Series A shall be payable both as to principal 
and interest at the office or agency of the Company in the Borough of 
Manhattan, New York, New York, in any coin or currency of the United States 
of America which at the time of payment is legal tender for the payment of 
public and private debts.  The interest on the bonds of 1998 Series A, 
whether in temporary or definitive form, shall be payable without 
presentation of such bonds; and only to or upon the written order of the 
registered holders thereof of record at the applicable record date.  If any 
amounts due under the Credit Agreement or any IT Note Agreement (as defined 
in the Lease Agreement) shall become, or any bank acting as agent on behalf 
of the financial institutions party to the Credit Agreement or the holder or 
holders of any IT Notes shall so declare amounts due under such Credit 
Agreement or IT Note Agreement, as the case may be, to be forthwith due and 
payable pursuant to the terms of such Credit Agreement or IT Note Agreement, 
as the case may be, the entire principal of the bonds of 1998 Series A, 
together with interest accrued but unpaid thereon, shall without notice or 
demand of any kind, become immediately due and payable.

	Anything in the Indenture referred to on the reverse hereof, the eighty-
second supplemental indenture establishing the terms and conditions of bonds 
of this Series (the "Supplemental Indenture"), the eighty-third supplemental 
indenture amending the Supplemental Indenture or any bond of 1998 Series A to 
the contrary notwithstanding, the bonds of 1998 Series A shall be deemed 
paid, and all obligations of the Company to pay at the times provided herein 
the principal of, premium, if any, and interest on the bonds of 1998 Series A 
shall be satisfied and discharged, if and to the extent, that (A) the Current 
Credit Agreement is terminated in its entirety and all obligations thereunder 
shall have been paid in full and the Company shall not have given notice to 
the Trustee that such 1998 Series A Bonds shall remain outstanding, (B) each 
of the financial institutions party to the Credit Agreement has agreed in 
writing that the 1998 Series A Bonds shall be deemed paid, or (C) on June 1, 
1999, no Event of Default (as defined in the Security Agreement) shall have 
occurred and be continuing; it being understood that the actual indebtedness 
evidenced by the 1998 Series A Bonds as of any time shall be limited to 19% 
of the amount of the Secured Obligations (as defined in the Security 
Agreement) as determined at such time, that at no time shall any claim be 
made for principal and interest on the 1998 Series A Bonds in excess of 19% 
of such Secured Obligations as determined at such time, and that, to the 
extent that the outstanding principal amount of the 1998 Series A Bonds 
exceeds such amount, neither the Secured Parties nor the Collateral Agent 
shall have any right under, or right to exercise any right granted to the 
holders of such excess 1998 Series A Bonds under, the Indenture.  The Trustee 
shall be entitled to rely on written notice from the Collateral Agent that no 
Event of Default has occurred and is continuing under such Security 
Agreement.  By its acceptance of this Bond, the Collateral Agent agrees upon 
request of the Company to provide such notice to the Trustee so long as no 
Event of Default has occurred and is continuing.

	Each installment of interest hereon shall be payable to the person who 
shall be the registered owner of this Bond at the close of business on the 
record date, which shall be the day next preceding such interest payment 
date, or if such date shall not be a Business Day (as defined on the reverse 
hereof), the next preceding day which is a Business Day.

	Reference is hereby made to the further provisions of this Bond set 
forth on the reverse hereof, and the registration of transfer and 
exchangeability of this Bond, and such further provisions shall for all 
purposes have the same effect as though fully set forth in this place.

	This Bond shall not become or be valid or obligatory until the 
certificate of authentication hereon shall have been signed by State Street 
Bank and Trust Company (hereinafter with its successors as defined in the 
Indenture, generally called the Trustee), or by such a successor.  

	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.  

Dated as of		, 1998.


WESTERN MASSACHUSETTS ELECTRIC COMPANY


By:

By:


CERTIFICATE OF AUTHENTICATION

	This Bond is one of the First Mortgage Bonds, 1998 Series A, due June 1, 
1999, described and provided for in the within mentioned Indenture.


STATE STREET BANK AND TRUST COMPANY


By:
Authorized Signatory


[FORM OF BOND]

[REVERSE]

WESTERN MASSACHUSETTS ELECTRIC COMPANY

First Mortgage Bond, 1998 Series A

	The Bond is one of a series of Bonds in fully registered form known as 
the "First Mortgage Bonds, 1998 Series A, due June 1, 1999" of the Company, 
limited to seventeen million three hundred thousand dollars ($17,300,000) in 
aggregate principal amount (except as provided by the terms of Section 2.13 
of the Original Indenture mentioned below), and issued under and secured by a 
First Mortgage Indenture and Deed of Trust between the Company and Old Colony 
Trust Company (now State Street Bank and Trust Company, successor Trustee) as 
Trustee, dated as of August 1, 1954 (herein as amended by a First 
Supplemental Indenture dated as of October 1, 1954, called the Original 
Indenture, the Original Indenture with all indentures supplemental thereto, 
including specifically the Eighty-Second Supplemental Indenture dated as of 
May 1, 1998 and the Eighty-Third Supplemental Indenture dated as of May 1, 
1998, being herein generally called the Indenture) and said Eighty-Second and 
Eighty-Third Supplemental Indentures, executed counterparts of each of which 
are on file at the principal corporate trust 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 establishing the terms and conditions of the bonds of this 
Series shall affect or impair the obligation of the Company, which is 
absolute, unconditional and unalterable, to pay the principal of and interest 
on this Bond as herein provided.  The principal of this bond may be declared 
or may become due on the conditions, in the manner and at the time set forth 
in the Indenture, upon the happening of an event of default as in the 
Indenture provided or if any amounts due under the Credit Agreement (as such 
term is defined in the Security Agreement) or any IT Note Agreement (as such 
term is defined in the Security Agreement referred to below) shall become, or 
the Bank Agent or the holder or holders of any IT Note shall so declare 
amounts due under such Credit Agreement or such IT Note Agreement, to be 
forthwith due and payable pursuant to the terms of such Credit Agreement or 
IT Note Agreement, as the case may be.

	This Bond, together with all other Bonds of this series, if any, is 
issued to evidence and secure the Company's obligations pursuant to the Lease 
Agreement, it being understood that the actual indebtedness evidenced by the 
1998 Series A Bonds as of any time shall be limited to 19% of the amount of 
the Secured Obligations (as defined in the Security Agreement referred to 
below) as determined at such time, that at no time shall any claim be made 
for principal and interest on the 1998 Series A Bonds in excess of 19% of the 
amount of the Secured Obligations as determined at such time, and that, to 
the extent that the outstanding principal amount of the 1998 Series A Bonds 
exceeds such amount, neither the Secured Parties nor the Collateral Agent 
shall have any right under, or right to exercise any right granted to the 
holders of such excess 1998 Series A Bonds under, the Indenture.

	The bonds of 1998 Series A shall be issued to and registered in the name 
of THE FIRST NATIONAL BANK OF CHICAGO, as Pledgee and Collateral Agent (the 
"Collateral Agent") under the Security Agreement and Assignment of Contracts 
dated as of January 4, 1982, as amended and restated February 11, 1992 
between Bankers Trust Company, not in its individual capacity but solely as 
trustee of the Niantic Bay Fuel Trust which was created pursuant to a Trust 
Agreement dated as of January 4, 1982, as amended and restated as of February 
11, 1992 among Bankers Trust Company, as trustee, State Street Bank and Trust 
Company of Connecticut, National Association (which is the successor trustor 
to the New Connecticut Bank and Trust Company, National Association, as 
assignee of the Federal Deposit Insurance Corporation, as receiver of the 
Connecticut Bank and Trust Company, National Association), as Trustor and the 
Company, The Connecticut Light & Power Company ("CL&P") and The Hartford 
Electric Light Company (which merged with and into CL&P on June 30, 1982), as 
beneficiaries, and the Collateral Agent for the ratable benefit of the 
Secured Parties referred to therein (the "Security Agreement").  Anything in 
the Indenture, the Supplemental Indenture, the Eight-Third Supplemental 
Indenture dated as of May 1, 1998 amending the Supplemental Indenture or any 
bond of 1998 Series A to the contrary notwithstanding, the bonds of 1998 
Series A shall  not be sold, assigned, pledged or transferred, except to 
effect the transfer to any successor Collateral Agent under the Security 
Agreement.  Prior to due presentment for registration of transfer of this 
Bond, 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.  

	Upon written notice by the Collateral Agent to the Trustee (i) that the 
Current Credit Agreement has been amended to reduce or cancel the Aggregate 
Commitment (as defined in the Current Credit Agreement) of the banks 
thereunder, and (ii) that upon the making of any repayment of outstanding 
advances, if any, required pursuant to the terms of the Current Credit 
Agreement as a result of such reduction or cancellation, the sum of the then 
outstanding principal amount of the IT Notes and the greater of the Aggregate 
Commitment under the Current Credit Agreement and the aggregate principal 
amount of all loans outstanding under the Current Credit Agreement equals 
less than $90,000,000, bonds of the 1998 Series A, in a principal amount 
equal to the amount by which the principal amount of the then outstanding 
1998 Series A Bonds held by the Collateral Agent exceeds 19% of the sum of 
the then outstanding principal amount of the IT Notes and the greater of the 
Aggregate Commitment under the Current Credit Agreement and the aggregate 
principal amount of all loans outstanding under the Current Credit Agreement, 
shall be deemed paid and all obligations of WMECO hereunder and thereunder 
with respect to such principal amount of 1998 Series A Bonds shall be deemed 
satisfied and discharged.

	This Bond is exchangeable at the option of the registered owner hereof 
at the office or agency of the Company in the Borough of Manhattan, New York, 
New York, for an equal principal amount of fully registered bonds of this 
series of other authorized denominations, in the manner and on the terms 
provided in the Indenture.  

	The 1998 Series A Bonds shall not be redeemable.

	The 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 the 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 change 
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 or the percentage of the principal amount of Bonds of any one 
series 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.  

	Each initial and successive holder of any bond of the 1998 Series A, 
solely by virtue of its acquisition thereof, shall have and be deemed to have 
given written consent, without the need for any further action or consent by 
such holder, to the following amendment to the Original Indenture, and each 
said holder hereby authorizes the Trustee, on behalf of the holder, to waive 
any notice contemplated by the Indenture and to give written consent to such 
amendment.  The amendment modifies Section 3.04(h) of the Original Indenture 
to read as follows:

		(h) in the event that (i) the total annual interest requirements of 
the Bonds then to be issued under this Section exceed the total annual 
interest requirements of the Bonds in respect of the payment, retirement, 
redemption, Cancellation or surrender to the Trustee for Cancellation of 
which said Bonds are then to be issued and (ii) such Bonds in respect of the 
payment, retirement, redemption, Cancellation or surrender to the Trustee for 
Cancellation of which said Bonds are then to be issued are then Outstanding 
and mature more than two years from the date of the Officers' Certificate 
contemplated by paragraph (d) of this Section, an Earnings Certificate.

	If a default as defined in the 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 the Indenture.  

	If the date for making any payment or the last date for performance of 
any act or the exercise of any right, as provided in the Supplemental 
Indenture establishing the terms and series of the bonds of this 1998 Series 
A, as amended by the Eighty-Third Supplemental Indenture dated as of May 1, 
1998 amending the Supplemental Indenture, is not a Business Day, such payment 
may be made or act performed or right exercised on the next succeeding 
Business Day, unless otherwise provided herein, with the same force and 
effect as if done on the nominal date provided in the Supplemental Indenture 
establishing the terms and series of the bonds of this 1998 Series A, as 
amended by the Eighty-Third Supplemental Indenture dated as of May 1, 1998 
amending the Supplemental 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 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.  



Schedule C

	Detail of Filing and Recording of First Mortgage Indenture and Deed 
Trust dated as of August 1, 1954 in Massachusetts.

						Date
	Page					Recorded		Doc. No.		Book 

Registry of Deeds

County of Berkshire

	Middle District		8/18/54		22357		614	395
	Northern District		8/18/54		2684			512	 97
	Southern District		8/18/54		None Assigned	310	379

County of Franklin			8/18/54		3501			1007	   2
County of Hampshire			8/18/54		5070			1175	388
County of Hampden			8/15/54		20682		2331	   1

Registry District of Land Court

County of Berkshire

	Middle District		10/4/54		8407-A
	Northern District		11/5/68		3115

County of Hampshire			8/18/54		822
County of Hampden			8/19/54		18800

Office of Town Clerk,		3/22/67		6917			None Assigned 
West Springfield*

*Confirmatory Indenture 		8/18/54		None Assigned	54	121
of Mortgage filed

Secretary of the 						442315
Commonwealth


	1For details as to the filing and recording of this instrument in 
Massachusetts, see Schedule C.