EXHIBIT 10.25.23

                 NINETY-THIRD AGREEMENT AMENDING
                NEW ENGLAND POWER POOL AGREEMENT
            (NEPOOL SMD - CONFORMING TARIFF CHANGES)


     THIS NINETY-THIRD AGREEMENT AMENDING NEW ENGLAND POWER POOL
AGREEMENT, dated as of November 1, 2002 ("Ninety-Third
Agreement"), amends 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 the 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 (the "NEPOOL Tariff")
which is Attachment B to the Restated NEPOOL Agreement; and

     WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff
have subsequently been amended numerous times, the most recent
amendment dated as of October 4, 2002; and

     WHEREAS, the Participants desire to amend the Restated
NEPOOL Agreement, as well as the NEPOOL Tariff, as heretofore
amended, to reflect the revisions detailed herein.

     NOW, THEREFORE, upon approval of this Ninety-Third Agreement
by the NEPOOL Participants Committee in accordance with the
procedures set forth in the NEPOOL Agreement, the Participants
agree as follows:

                            SECTION 1
                    NEPOOL TARIFF AMENDMENTS

     1.1  The NEPOOL Tariff is amended as set forth in Appendix A
          hereto.

                            SECTION 2
                          MISCELLANEOUS

     2.1  Effective Dates.  The amendments provided in this
          Ninety-Third Agreement shall become effective as of the
          SMD Effective Date as defined in NEPOOL FERC Electric
          Rate Schedule No. 7, NEPOOL Market Rule 1.

     2.2  Defined Terms.  Terms used in this Ninety-Third
          Agreement that are not defined herein shall have the
          meanings ascribed to them in the Restated NEPOOL
          Agreement, NEPOOL Tariff, and NEPOOL Market Rule 1.

APPENDIX A
Ninety-Third Agreement

                 AMENDMENTS TO THE NEPOOL TARIFF

                             General

1.1  The following Sections are deleted in their entirety: 3
     (Initial Allocation and Renewal Procedures), 3.1 (Initial
     Allocation of Available Transmission Capacity), 3.2
     (Reservation Priority for Existing Firm Service Customers),
     3.3 (Initial Election of Optional Internal Point-To-Point
     Service), 4.7 (Operating Reserve - 30 Minute Reserve
     Service), 14.1 (Rules for Import Transactions Conducted in
     Conjunction with Regional Network Service), 24 (Congestion
     Costs and Congestion Revenue), 25A (Phase I Credit and
     Uplift Charge with Respect to Excepted Transactions), 25B
     (Phase II Credit and Uplift Charge with Respect to Certain
     Excepted Transactions),  27.7(b), 33.7 (Partial Interim
     Service), 40.4 (Secondary Service),  49(d), and 52 (Quick
     Fix Measures).

               Part I - Common Service Provisions

2.1  Section 1 is amended by deleting the following definitions:
     "Entitlement", "Firm Contract", "HQ Phase II Firm Energy
     Contract", "Import Transaction", "Interruption", "Load Ratio
     Share", "Short-Term Firm Service", "System Contract", "Third
     Effective Date", "Ties" and "Unit Contract"; and by adding
     in the appropriate alphabetical order and assigning the
     appropriate    definition numbers the following new
     definitions:

     Auction Revenue Rights:  Are as defined and determined
     pursuant to Market Rule 1.

     Congestion:  Is a condition of the NEPOOL Transmission
     System in which transmission limitations prevent
     unconstrained regional economic dispatch of the power
     system.  Congestion is the condition that results in the
     Congestion Component of the Locational Marginal Price at one
     Location being different from the Congestion Component of
     the Locational Marginal Price at another     Location during
     any given hour of the Dispatch Day in the Day-Ahead Market
     or Real-Time Market.

     Congestion Component:  Is as defined and calculated pursuant
     to Market Rule 1.

     Congestion Cost: Is as defined and calculated pursuant to
     Market Rule 1.

     Day-Ahead Energy Market: Is as defined and determined
     pursuant to Market Rule 1.

     External Node:  Is as defined and determined pursuant to
     Market Rule 1.

     External Transaction: Is as defined pursuant to Market Rule 1.

     Financial Transmission Right (FTR):  A financial instrument
     that evidences the rights and obligations specified in
     Sections 5 and 7 of Market Rule 1.

     FTR Auction:  The periodic auction of FTRs conducted by the
     ISO in accordance with Section 7 of Market Rule 1.

     Locational Marginal Price (LMP): Is as defined and
     calculated pursuant to Market Rule 1.

     Loss Component: Is as defined and calculated pursuant to Market
     Rule 1.

     Market Rule 1: Is NEPOOL Market Rule 1 and appendices as
     filed with the Commission on July 15, 2002 as NEPOOL FERC
     Electric Rate Schedule No. 7, as it may be amended from time
     to time.

     NEPOOL Manuals:  Are as defined pursuant to Market Rule 1.

     NEPOOL Market:  Is as defined pursuant to Market Rule 1.

     NEPOOL Transmission Plan:  The plan developed under the
     process specified in Section 51 of this Tariff.

     NEPOOL System Rules:  Are as defined pursuant to Market Rule 1.

     Node:  Is as defined pursuant to Market Rule 1.

     Operating Day: Is as defined pursuant to Market Rule 1.

     Operating Reserve - Spinning Reserve Service:  This service
     is the form of Ancillary Service described in Schedule 5.

     Operating Reserve - Supplemental Reserve Service:  This service is
     the form of Ancillary Service described in Schedule 6.

     Ownership Share:  Is as defined pursuant to Market Rule 1.

     Pool-Supported PTF: (i) PTF first placed in service prior to
     January 1, 2000; (ii) Generator Interconnection Related
     Upgrades with respect to Category A and B projects (as
     defined in Schedule 11), but only to the extent not paid for by
     the interconnecting  Generator Owner; and (iii) other PTF
     upgrades, but only to the extent the costs therefore are
     determined to be Pool-Supported PTF in accordance with Schedule
     12.

     Qualified Upgrade Award:  Is as defined and determined
     pursuant to Market Rule 1.

     Real-Time Energy Market:  Is as defined and determined
     pursuant to Market Rule 1.

     Reliability Committee:  The committee whose responsibilities
     are specified in Section 8 of the Agreement and which may
     have additional responsibilities under a proper delegation
     of authority by the Participants Committee.  To the extent
     practicable, references in the Tariff to the Reliability
     Committee shall include the prior Market Reliability
     Planning Committee or the prior Regional Transmission
     Planning Committee as the predecessor of the Reliability
     Committee.

     Reliability Region:  Is as defined pursuant to Market Rule 1.

     Resource:  Is as defined pursuant to Market Rule 1.

     SMD Effective Date:  Is as defined and determined pursuant to
     Market Rule 1.

     Tariff Committee:  The committee whose responsibilities are
     specified in Section 9 of the Agreement and which may have
     additional responsibilities under a proper delegation of
     authority by the Participants Committee.  To the extent
     practicable, references in the Tariff to the Tariff
     Committee shall include the prior Regional Transmission
     Operations Committee as the predecessor of the Tariff
     Committee.

     Transmission Congestion Revenue: Transmission Congestion
     Revenue is defined and calculated pursuant to Section 5 of
     Market Rule 1.

     Transmission Owner:  A Transmission Provider which makes its
     PTF available under the Tariff and owns a Local Network
     listed in Attachment E to the Tariff which is not a Publicly
     Owned Entity, including any affiliate of a Transmission Provider
     that owns facilities that are made available as part of the
     Transmission Provider's Local Network;  provided that if a
     Transmission Provider is not listed in Attachment E to the Tariff
     on May 10, 1999, the Transmission Provider must also (1) own,
     or lease with rights equivalent to ownership, PTF with an
     original capital investment in its PTF as of the end of the
     most recent year for which figures are available from annual
     reports submitted to the Commission in Form 1 or any similar
     form containing comparable annualized data of at least
     $30,000,000, and (2) provide transmission service to non-
     affiliated customers pursuant to an open access transmission
     tariff on file with the Commission.

2.2  The definition for "Ancillary Services" is amended by
     deleting the phrase "and/or MTF".

2.3  The definition for "Curtailment" is amended by substituting
     the phrase "the dispatch of a transaction that was
     scheduled, using" for the phrase "firm or non-firm".  In
     addition, a comma is inserted immediately following the word
     "service".

2.4  The definition for "Elective Transmission Upgrade" is
     amended by deleting each occurance of the phrase "and/or
     MTF".  In addition, the phrase "Quick Fix Upgrade" is  also
     deleted.

2.5  The definition for "Excepted Transaction" is amended by
     substituting a period for the comma appearing after the word
     "Section" and removing the phrase "or in Sections 25A and
     25B".

2.6  The definition for "Facilities Study" is amended to read as
     follows:

     Facilities Study:  An engineering study conducted pursuant
     to the Agreement or this Tariff by the System Operator
     and/or one or more affected Participants to determine the
     required modifications to the PTF and indirectly affected
     MTF, including the cost and scheduled completion date for
     such modifications, that will be required to provide a
     requested transmission service or interconnection on the
     PTF.

2.7  The definition for "Firm Transmission Service" is amended

     Firm Transmission Service:  Service for Native Load
     Customers, firm Regional Network Service (Network
     Integration Transmission Service), service for Excepted
     Transactions and certain other transactions listed in
     Attachment G-3, Firm Internal Point-To-Point Transmission
     Service, or Firm MTF Service.

2.8  The definition for "Interchange Transactions" is amended to
     read as follows:

     Interchange Transactions:  Transactions deemed to be
     effected under Market Rule 1.

2.9  The definition for "Internal Point-To-Point Service" is
     amended by adding the phrase "over the PTF provided by the
     Participants" after the word "Service" and by replacing the
     phrase "Transmission System" with the phrase "Control Area".

2.10 The definition for "Load Zone" is amended to read as
     follows:

     Load Zone: Is as defined and determined pursuant to Market
     Rule 1.

2.11 The definitions for "Local Network" and "Second Effective
     Date" are amended by replacing the references to "Management
     Committee" to read "Participants Committee".

2.12 The definitions for "Local Point-To-Point Service", "NEMA",
     "Network Integration Transmission Service", "Network
     Upgrades", "Regional Network Service", "Reserved Capacity"
     and "Through or Out Service" are amended by replacing each
     occurrence of the phrase "NEPOOL Transmission System" with
     the term "PTF".

2.13 The definition for "NEPOOL Transmission System" is amended
     by replacing the term "PTF" with the phrase "system of", and
     adding the phrase "within the NEPOOL Control Area under the
     ISO's operational jurisdiction" after the word "facilities".

2.14 The definition for "Network Operating Committee" is amended
     by replacing the references to "Regional Transmission
     Operations Committee" to read "Tariff Committee" and the
     references to "Regional Transmission Planning Committee" to
     read "Reliability Committee".

2.15 The definition for "Network Resource" is amended by
     replacing the term "Entitlement" with the phrase "Ownership
     Share".

2.16 The definition for "Non-PTF" is amended by adding the phrase
     "or by Non-Participants" after the word "Participants".

2.17 The definitions for "Point(s) of Delivery" and "Point(s) of
     Receipt" are amended to read as follows:

     Point(s) of Delivery:  Point(s) where capacity and/or energy
     transmitted by the Participants will be made available to
     the Receiving Party under this Tariff.

     Point(s) of Receipt:  Point(s) of interconnection where
     capacity and/or energy to be transmitted by the Participants
     will be made available to NEPOOL by the Delivering Party
     under this Tariff.

2.18 The definition for the term "Point-To-Point Transmission
     Service" is amended by adding the phrase "pursuant to
     Internal Point-To-Point Service or MTF Service; and the
     transmission of capacity and/or energy from the Point(s) of
     Receipt to the Point(s) of Delivery under this Tariff
     pursuant to Through or Out Service", and by deleting the
     last sentence.

2.19 The definition for "System Impact Study" is amended by
     deleting the phrase "and/or MTF" after the word "System" in
     subsection (i), deleting the comma after the Phrase
     "Regional Network Service" and inserting the word "or" in
     subsection (i), and replacing the phrase "Through or Out
     Service" with the phrase "an Elective Upgrade".

2.20 The introductory language after Section 2 (Purpose of this
     Tariff) is amended by replacing all references to the phrase
     "NEPOOL Transmission System" with the term "PTF", and by
     replacing the word "five" with the word "six" in the sixth
     sentence.

2.21 The following new Section 2A is added immediately following
     Section 2:

     Market Rule 1:  This Tariff is intended to provide for
     transmission service in conjunction with the NEPOOL Standard
     Market Design as provided for in Market Rule 1.  The
     provisions of Market Rule 1 are incorporated by reference as
     a part of this Tariff, and shall apply to all entities that
     receive service under this Tariff.

2.22 Section 4 is amended to read as follows:

     Ancillary Services:  Ancillary Services are needed with
     transmission service to maintain reliability within the
     NEPOOL Control Area.  The Participants are required to
     provide through NEPOOL, and the Transmission Customer is
     required to purchase from NEPOOL, Scheduling, System Control
     and Dispatch Service, and Reactive Supply and Voltage
     Control from Generation Sources Service.  The Participants
     offer to provide or arrange for, through NEPOOL, the
     following Ancillary Services, but only to a Participant with
     a load obligation in the NEPOOL Market pursuant to Market
     Rule 1: (i) Regulation and Frequency Response (Automatic
     Generator Control), (ii) Energy Imbalance, (iii) Operating
     Reserve - Spinning, and (iv) Operating Reserve -
     Supplemental.  A Participant or other Transmission Customer
     with a load obligation in the NEPOOL Market pursuant to
     Market Rule 1 is required to provide these Ancillary
     Services, whether from the System Operator, from a third
     party, or by self-supply.  A Transmission Customer may not
     decline NEPOOL's offer of these Ancillary Services unless
     the Transmission Customer demonstrates to the System
     Operator that the Transmission Customer has acquired
     Ancillary Services of equal quality from another source.
     The Transmission Customer that is not a Participant must
     list in its Application which Ancillary Services it will
     purchase through NEPOOL.  Ancillary Services for MTF shall
     be allocated and paid for in accordance with Schedule 18 of
     the Tariff.  In the event of an unauthorized use of any
     Ancillary Service by the Transmission Customer taking
     Internal Point-To-Point Service, the Transmission Customer
     will be required to pay 200% of the charge which would
     otherwise be applicable.

     The specific Ancillary Services, prices and/or compensation
     methods are described on the Schedules that are attached to
     and made a part of this Tariff and in Market Rule 1.

     Sections 4.1 through 4.9 below list the Ancillary Services.

2.23 Section 4.3 (Regulation and Frequency Response Service) is
     amended by inserting the phrase "that shall apply to
     Transmission Customers for this service" after the word
     "methodology" and "of this Tariff and Market Rule 1" after
     the phrase "Schedule 3".

2.24 Section 4.4 (Energy Imbalance Service) is amended by
     inserting the phrase "that shall apply to Transmission
     Customers for this service" after the word "methodology" and
     "of this Tariff and Market Rule 1" after the phrase
     "Schedule 4".

2.25 Section 4.5 (Operating Reserve - 10 Minute Spinning Reserve
     Service) is amended by deleting the phrase "10 Minute", by
     inserting the phrase "that shall apply to Transmission
     Customers" after the word "methodology", and by inserting
     the phrase "of this Tariff and Market Rule 1" after the
     phrase "Schedule 5".

2.26 Section 4.6 (Operating Reserve - 10 Minute Non-Spinning
     Reserve Service" is amended by substituting the phrase "10
     Minute Non-Spinning" with the word "Supplemental", inserting
     the phrase "that shall apply to Transmission Customers" after
     the word "methodology", and by inserting the phrase "of this
     Tariff and Market   Rule 1" after the phrase "Schedule 6".

2.27 Section 4.8 (System Restoration and Planning Service) is
     amended by substituting the phrase "Where applicable, the" with
     the word "The", and inserting the phrase "that shall   apply to
     Transmission Customers" after the word "methodology" and by
     inserting the  phrase "of this Tariff" after the phrase "Schedule
     16".

2.28 New Section 4.9 is added to the Tariff and reads as follows:

     Special Constraint Resource Service:  The rates and/or
     methodology that shall apply to Transmission Customers for
     this service are described in Schedule 19 of this Tariff and
     Market Rule 1.

2.29 Section 5 (Open Access Same-Time Information System) is
     amended by substituting the phrase "Firm Internal Point-To-
     Point Service, for the interconnection of a new or
     materially changed generating unit or a new or materially
     changed interconnection to another Control Area or new
     Regional Network Service or an Elective Upgrade" for the
     phrase "firm transmission service" and by substituting the
     phrase "33, 44 and 50" for the phrase "33 and 44".

2.30 In Sections 6.2 (Alternative Procedures for Requesting
     Transmission Service - Local Furnishing Bonds), 6.3
     (Alternative Procedures for Requesting Transmission Service
     - Other Tax-Exempt Bonds), and 12.1 (Internal Dispute
     Resolution Procedures), the references to "Management
     Committee" are amended to read "Participants Committee".

2.31 Section 11 (Creditworthiness) is amended by inserting
     the phrase ", and the Financial Assurance Policy for Non-
     Participant FTR Customers set forth in Attachment O,"
     immediately after the phrase "Attachment M", and by
     inserting the phrase ", and shall be binding upon Non-
     Participant Transmission Customers and Non-Participant FTR
     Customers" immediately after the phrase "non-payment" in the
     final sentence.

                            Part II -
                    Regional Network Service
           (Network Integration Transmission Service)

3.1  Section 14 is amended to read as follows:

     Nature of Regional Network Service:  Regional Network
     Service or Network Integration Transmission Service is the
     service over the PTF pursuant to Parts II and VI of this
     Tariff which is provided to Network Customers to serve their
     loads.  It includes transmission service for the delivery to
     a Network Customer of its energy and capacity in Network
     Resources and delivery to or by Network Customers of energy
     and capacity in NEPOOL Market transactions.  When an
     External Transaction purchase is submitted by the
     Transmission Customer and is scheduled in the Real-Time
     Energy Market, the submission shall be deemed a request for
     Transmission Service and the System Operator shall generate
     a reservation for the Transmission Service over the PTF
     equal to the transaction's schedule set at the beginning of
     the scheduling period.  This reservation amount shall be the
     basis for the Reserved Capacity.  Each Participant or Non-
     Participant which has a load in the NEPOOL Control Area
     shall pay for such Regional Network Service under the terms
     of Section 16.

3.2  Section 16 (Payment for Regional Network Service) is amended
     by replacing the phrase "applicable congestion or other
     uplift charge" with the phrase "charges and/or costs", and
     by replacing the phrase "Sections 24, 25A and 25B of this
     Tariff" with the phrase "Market Rule 1".

                           Part III -
                Through or Out Service; Internal
               Point-To-Point Service; MTF Service

4.1  The introductory paragraph following the heading for Part
     III is amended to read as follows:

     Point-To-Point Transmission Service as Through or Out
     Service or Internal Point-To-Point Service or MTF Service
     will be provided during and after the Transition Period
     pursuant to the applicable terms and conditions of Part III,
     Part V and Schedule 18 of the Tariff.  When an External
     Transaction sale or a Through Service transaction is
     submitted by the Transmission Customer and is scheduled in
     the Real-Time Energy Market, the submission shall be deemed
     a request for Point-To-Point Transmission Service and the
     System Operator shall generate a reservation for the
     Transmission Service over the PTF equal to the transaction's
     schedule set at the beginning of the scheduling period.
     This reservation amount shall be the basis for the Reserved
     Capacity.  The Transmission Customer shall pay for its
     Reserved Capacity under the terms of Section 20, Section 21
     or Section 22A, whichever is applicable.

4.2  Section 18.2 (Use of Through or Out Service) is amended by
     deleting the phrase "as Firm or Non Firm Point-To-Point
     Transmission Service" immediately after the phrase "Through
     or Out Service" and deleting the phrase "Unit Contract
     Entitlement or System Contract transaction with respect to
     a" immediately after the phrase "for the transmission of
     any".

4.3  Section 20 is amended to read as follows:

     Payment for Through or Out Service:  Each Participant or Non-
     Participant which takes Through or Out Service shall pay to
     NEPOOL a charge per Kilowatt of Reserved Capacity based on
     an annual rate (the "T or O Rate") which shall be the Pool
     PTF Rate.  The Transmission Customer shall also be obligated
     to pay any ancillary service charges and any charges
     required to be paid pursuant to Market Rule 1.  The rate per
     hour for Through or Out Service shall be the annual Pool PTF
     Rate divided by 8760.  The Pool PTF Rate shall be the Rate
     determined annually in accordance with paragraph (2) of
     Schedule 8.

4.4  The first paragraph of Section 21 (Payment for Internal
     Point-To-Point Service) is amended to read as follows:

     Each Participant or Non-Participant which takes firm or non-
     firm Internal Point-To-Point Service shall pay to NEPOOL a
     charge per Kilowatt of Reserved Capacity based on an annual
     rate (the "IPTP Charge") which shall be the Internal Point-
     To-Point Service Rate; provided that if a rate which is
     derived from the annual incremental cost, not otherwise
     borne by the Transmission Customer or a Generator Owner, of
     any new facilities or upgrades that would not be required
     but for the need to provide the requested service is greater
     than the Pool PTF Rate, the IPTP Charge shall be the higher
     of such amounts.  The Transmission Customer shall also be
     obligated to pay any ancillary service charges and any other
     charges   required to be paid pursuant to Market Rule 1.
     The charge for firm Internal Point-To-Point Service shall be
     as follows:

 Part IV - Service During the Transition Period; Excepted Transactions

5.1  The heading for Part IV is amended to read as follows:

     Service During the Transition Period; Excepted Transactions

5.2  Section 25 (Excepted Transactions) is amended by: (1)
     replacing each reference to the "NEPOOL Transmission System"
     to read "PTF"; (2) deleting the phrase "but except as
     otherwise provided in Section 25A or 25B of this Tariff" in
     the first sentence; (3) changing the reference to
     "Management Committee" to read "Participants Committee"; (4)
     substituting the word "The" in place of the phrase "Except
     as otherwise provided in Section 25A or 25B below, the" in
     the third sentence of subsection (3)(c); (5) deleting the
     phrase "except as otherwise provided in Sections 25A or 25B
     below, and" from the fourth sentence in subsection (3)(c);
     (6) replacing the fifth sentence in subsection (3)(c) with
     the sentence "For the purpose of determining transmission
     priorities under this Tariff, (i) internal Excepted
     Transactions shall have the same transmission priority as
     Firm Point-To-Point Transmission Service transactions for
     resources in existence on the effective date of this Tariff
     which are effected as Regional Network Service or as
     Internal Point-To-Point Service (ii) and Excepted
     Transactions which are External Transactions listed in
     Attachment G-3 shall have transmission priority in
     accordance with Section 25F"; (7) deleting the phrase
     "except as therein provided in Sections 25A or 25B below"
     from the sixth sentence in subsection (3)(c); (8) inserting
     the word "transmission" in front of the first occurrence of
     the word "priority" in the sixth sentence in subsection
     (3)(c); and (9) by inserting the sentence "Section 25 F
     shall apply for the purposes of scheduling and curtailment
     of Excepted Transactions that are also External
     Transactions" at the end of the Section.

                Part IVA - Congestion Management
                on the NEPOOL Transmission System

6.1  A new Part IVA is added to read as follows:

   IVA. CONGESTION MANAGEMENT ON THE NEPOOL TRANSMISSION SYSTEM

     25A  Congestion Costs and Congestion Revenue

          When Congestion exists, the Congestion Costs shall be
          reflected in Locational Marginal Prices calculated in
          accordance with Market Rule 1.  Congestion Cost shall
          be recovered from Non-Participant Transmission
          Customers taking service under the Tariff and from
          Participants pursuant to Market Rule 1.  Transmission
          Congestion Revenue shall be collected and disbursed in
          accordance with Market Rule 1.

     25B  Financial Transmission Rights

          A system of Financial Transmission Rights shall be
          implemented pursuant to Sections 5 and 7 of Market Rule
          1.

     25C  Auction Revenue Rights and Qualified Upgrade Awards

          A system of Auction Revenue Rights and Qualified
          Upgrade Awards shall be implemented pursuant to
          Appendix C of Market Rule 1.

  25D  Scheduling and Curtailment Rules for External Transactions

          For purposes of scheduling and curtailment of External
          Transactions over interconnections between the
          NEPOOL Control Area and neighboring Control Areas, the
          following rules shall apply:

          (a)   External Transaction sales and purchases that
               (i) are supported by those service agreements
               referenced in Attachment G-3 of this Tariff, (ii)
               have not opted for Auction Revenue Rights
               consideration under applicable NEPOOL System
               Rules, and (iii) have been submitted into the Real-
               Time Energy Market prior to noon the day before
               the Operating Day as a Self-scheduled External
               Transaction ("real-time without price") at an
               External Node referenced in Attachment G-3 shall
               be assigned the highest transmission priority when
               compared to other External Transaction purchases
               or sales at that node having the same offer price
               or bid price.  In the event that the transfer
               limit for a given external interface does not
               allow all Excepted Transactions submitted over
               that interface to flow, they shall be scheduled or
               curtailed on a pro-rata basis.  For External
               Transactions referenced in Attachment G-3 that
               also require an advance physical reservation
               associated with a MTF or Non-PTF external
               interface, the MTF or Non-PTF transmission
               priority shall take precedence over the above
               language for the purposes of scheduling and
               curtailment under Sections 25F(c) and 25F(d),
               respectively;

          (b)  For external interfaces where advance
               physical reservations are not required (i.e.,
               external interfaces solely made up of PTF, such as
               the AC facilities that make up the New York/ New
               England interface), scheduling and curtailment of
               External Transactions shall be based on economic
               merit order in accordance with NEPOOL System
               Rules.  In the case of a tie within economic
               merit, transmission priority and then Real-Time
               Energy Market timestamp shall be used as
               tiebreakers.  With the exception of Section
               25F(a), all transactions crossing external
               interfaces not requiring advance physical
               reservations shall have equal transmission
               priority;

          (c)  For external interfaces where advance
               physical reservations are required (i.e., external
               interfaces made up of MTF or Non-PTF), scheduling
               of External Transactions which satisfy the
               reservation requirements for service shall be
               based on economic merit order in accordance with
               NEPOOL System Rules.  In the case of a tie within
               economic merit,  transmission priority shall be
               used as a tiebreaker.  Relative to a given
               interface, transmission priority is based on the
               priority rights of the associated MTF or Non-PTF
               transmission reservation.  In the case of a tie
               within a category of transmission service: (i)
               transactions within a given sub-category of non-
               firm transmission priority shall be scheduled on
               the basis of their Real-Time Energy Market
               timestamp order, and (ii) transactions with firm
               transmission priority shall be scheduled on a pro-
               rata basis;

          (d)  For external interfaces where advance
               physical reservations are required (i.e., external
               interfaces made up of MTF or Non-PTF),
               curtailments resulting from a reduction in total
               transfer capability shall be based on transmission
               priority of the associated MTF or Non-PTF
               transmission reservation to the extent possible.
               In the case of a tie within a category of
               transmission service, (a) transactions within a
               given sub-category of non-firm transmission
               service shall be curtailed on the basis of Real-
               Time Energy Market timestamp order, and (b)
               transactions with firm transmission service shall
               be curtailed on a pro-rata basis;

          (e)  In instances of an External Transaction
               scheduled against multiple reservations on a MTF
               or Non-PTF external interface, the lowest
               transmission priority of the associated
               reservations shall apply;

          (f)  The transmission priority for wheel-through
               transactions will be based on the transmission
               service utilized at the restricted external
               interface as indicated by the transmission
               reservation;

          (g)  Transmission Customers wishing to schedule
               External Transactions shall comply with applicable
               NEPOOL System Rules;

          (h)  Scheduling and curtailment of External
               Transactions shall be conducted in accordance with
               the specifications of the NEPOOL System Rules and
               all applicable tariffs;

          (i)  External Transactions scheduled in the Real-
               Time Energy Market shall continue to be
               implemented during periods of Congestion, except
               as may be necessary to respond to emergencies;

          (j)  The System Operator will redispatch all Resources
               subject to its control, pursuant to Market Rule 1,
               in order to meet load and to accommodate External
               Transactions.  Participants and Transmission
               Customers will be charged for the Congestion Cost
               and any other costs associated with such
               redispatch in accordance with Market Rule 1.
               Pursuant to such redispatch, in the event the
               System Operator exercises its right to effect a
               Curtailment, in whole or part, of Through or Out
               Service or Internal Point-To-Point Transmission
               Service or MTF Service, no credit or other
               adjustment shall be provided as a result of the
               Curtailment with respect to the charge payable by
               the customer;

          (k)  The System Operator will furnish to the Delivering
               Party's system operator hour-to-hour schedules
               equal to those furnished by the Receiving Party
               (unless reduced for losses) and will deliver the
               capacity and energy provided by such schedules;

          (l)  Should the Transmission Customer, Delivering
               Party or Receiving Party revise or terminate any
               schedule, such party shall immediately notify the
               System Operator, and the System Operator will have
               the right to adjust accordingly the schedule for
               capacity and energy to be received and to be
               delivered;

          (m)  The System Operator shall apply the above-listed
               rules consistent with maintaining the reliability
               of the NEPOOL Transmission System; and

          (n)  The System Operator shall develop and post
               procedures on its Internet website reflecting the
               above-listed External Transaction rules.

          Part V - Point-To-Point Transmission Service

7.1  The preamble to Part V is amended to read as follows:

     Point-To-Point Transmission Service whether by Participants
     or Non-Participants, for all new transfers to be effected as
     Internal Point-To-Point Service, MTF Service or as Through
     or Out Service, shall be carried out pursuant to the
     applicable terms and conditions of Part III,  Part V and
     Schedule 18 of the Tariff.  Point-To-Point Transmission
     Service is the service required for the receipt of capacity
     and/or energy at designated Point(s) of Receipt and the
     transmission of such capacity and/or energy to designated
     Point(s) of Delivery.  MTF Service shall be reserved on the
     OASIS separately pursuant to Schedule 18.  Priority of MTF
     Service shall be in accordance with the provisions of
     Schedule 18 of the Tariff and as provided below.

7.2  Section 26 (Scope of Application of Part V) is amended by
     replacing the reference to Section "31.3" with a reference
     to Section "32.4", and by deleting the last sentence.

7.3  The following new Section 26A is added:

     26A  Nature of Through or Out Service

               Preamble:  Advance reservations will not be
               required for Through or Out Service under this
               Tariff.  However, other advance reservations are
               required for Internal Point-To-Point Service and
               MTF Service and may be required under other
               tariffs applicable to certain external interfaces
               within the NEPOOL Control Area.  When an External
               Transaction sale or Through Service transaction is
               submitted by the Transmission Customer and is
               scheduled in the Real-Time Energy Market, the
               submission shall be deemed a request for Through
               or Out Service and the System Operator shall
               generate a reservation for Through or Out Service
               equal to the transaction's schedule set at the
               beginning of the scheduling period; this
               reservation amount shall be the basis for the
               Reserved Capacity.  The Transmission Customer
               shall pay for its Reserved Capacity under the
               terms of Section 20.

          26A.1 Term:  The term of Through or Out Service
               shall be one hour increments in conjunction with
               External Transactions scheduled in the Real-Time
               Energy Market.

          26A.2  Transmission Priority:  All Through or Out
               Service offered under this Tariff will be deemed
               to have the same transmission priority.  Through
               or Out Service will have transmission priority
               equal to Long-Term Firm Internal Point-To-Point
               Service, Native Load Customers, Network Customers
               and customers for Excepted Transactions.  In the
               event the PTF and MTF are constrained,
               transmission priorities shall be established
               separately for the PTF and MTF, respectively.

          26A.3    Use of Through or Out Service by the
               Participants That Own PTF:  A Transmission
               Provider that owns PTF will be subject to the
               rates, terms and conditions of this Tariff when
               making Third-Party Sales to be transmitted as
               Through or Out Service under (i) agreements
               executed after November 1, 1996 or (ii) agreements
               executed on or before November 1, 1996 to the
               extent that the Commission requires them to be
               unbundled, by the date specified by the
               Commission.  A Transmission Provider that owns PTF
               will maintain separate accounting, pursuant to
               Section 8, for any use of Through or Out Service
               to make Third-Party Sales to the extent not paid
               for under this Tariff.

          26A.4     Service Agreements:  A standard form Point-To-
               Point Transmission Service Agreement (Attachment
               A) will be offered to an Eligible Customer when it
               submits a Completed Application for Point-To-Point
               Transmission Service to be transmitted pursuant to
               this Tariff.  Executed Service Agreements that
               contain the information required under this Tariff
               will be filed with the Commission in compliance
               with applicable Commission regulations.

          26A.5     Transmission Customer Obligations for
               Facility Additions or Redispatch Costs:  The
               System Operator will redispatch all Resources
               subject to its control, pursuant to Market Rule 1,
               in order to meet load and to accommodate External
               Transactions.  Participants and Transmission
               Customers will be charged for the Congestion Costs
               and any other costs associated with such
               redispatch in accordance with Market Rule 1.

          26A.6     Classification of Through or Out Service:
               Deliveries will be provided from the Point(s) of
               Receipt to the Point(s) of Delivery.  Each Point
               of Receipt at which transmission capacity is
               reserved for Through or Out Service by the
               Transmission Customer shall be set forth in the
               schedule submitted in accordance with Market Rule
               1 and NEPOOL System Rules.  When an External
               Transaction sale or a Through Service transaction
               is submitted by the Transmission Customer and is
               scheduled in the Real-Time Energy Market, the
               submission shall be considered deemed a request
               for Through or Out Service and the System Operator
               will generate a reservation for the Through or Out
               Service equal to the transaction's schedule set at
               the beginning of the scheduling period; this
               reservation amount shall be the basis for the
               Reserved Capacity.  The Transmission Customer will
               be billed and shall pay for its Reserved Capacity
               under the terms of Section 20.

7.4  The heading for Section 27 is amended to read as follows:

     Nature of Firm Internal Point-To-Point Service and Firm MTF
     Service

7.5  Section 27.1 (Term) is amended by inserting the word
     "Internal" immediately before, and deleting the word
     "Transmission" and inserting the phrase "Service and Firm
     MTF" immediately after, the term "Point-To-Point".

7.6  Section 27.2 (Reservation Priority) is amended by inserting
     the word "transmission" immediately before the word
     "priority" at each occurrence in the heading and the
     section, by replacing the phrase "NEPOOL Transmission
     System" with the term "PTF", by replacing the phrase "Point-
     To-Point Transmission" with the phrase "Internal Point-To-
     Point" at each occurrence, and by deleting the ninth
     sentence in its entirety.

7.7  Section 27.3 (Use of Firm Point-To-Point Service by the
     Participants That Own PTF) is amended by inserting the word
     "Internal" before the phrase "Point-To-Point" in the heading
     and at each occurrence in the Section, and by deleting the
     word "Transmission" after the phrase "Point-To-Point" at
     each occurrence.

7.8  Section 27.4 (Service Agreements) is amended by inserting
     the word "Internal" before the phrase "Point-To-Point" at each
     occurrence, by replacing the word "Transmission"  with the phrase
     "Service Agreement of Firm MTF" after the first occurrence of the
     phrase "Point-To-Point", and by replacing the word
     "Transmission" with the phrase "Service or   Long-Term or Short-
     Term Firm MTF" after the second occurrence of the phrase "Point-
     to-Point".

7.9  Section 27.5 is amended to read as follows:

     Transmission Customer Obligations for Facility Additions or
     Redispatch Costs:  In cases where it is determined that the
     PTF is not capable of providing new Firm Internal Point-To-
     Point Service without (1) degrading or impairing the
     reliability of service to Native Load Customers, Network
     Customers, customers taking service for Excepted
     Transactions and other Transmission Customers taking Firm
     Internal Point-To-Point Service, or (2) interfering with a
     Participant's ability to meet prior firm contractual
     commitments to others, the Transmission Providers will be
     obligated to arrange to expand or upgrade PTF for Long-Term
     Firm Internal Point-To-Point Service pursuant to the terms
     of Section 33.  The Transmission Customer must agree to
     compensate the Transmission Providers or any other entity
     designated to effect construction through the System
     Operator for any necessary transmission facility additions
     or upgrades pursuant to the terms of Section 39.  The System
     Operator will redispatch all Resources subject to its
     control, pursuant to Market Rule 1, in order to meet load
     and to accommodate External Transactions.  Participants and
     Transmission Customers will be charged for the Congestion
     Costs and any other costs associated with such redispatch in
     accordance with Market Rule 1.  Any addition or upgrade or
     Direct Assignment Facilities costs to be charged to the
     Transmission Customer on an incremental basis under this
     Tariff will be specified in the Service Agreement prior to
     initiating service.

7.10 Section 27.6 is amended to read as follows:

     Curtailment of Firm Transmission Service:  The System
     Operator will redispatch all Resources subject to its
     control, pursuant to Market Rule 1, in order to meet load
     and to accommodate External Transactions.  Resources within
     the NEPOOL Control Area using Firm Internal Point-to- Point
     Service shall be curtailed based economic merit order in
     accordance with NEPOOL System Rules, and shall have no
     physical scheduling or dispatch rights.  External
     Transactions using Firm MTF Service shall be curtailed
     pursuant to Section 25F of this Tariff.  Participants and
     Transmission Customers will be charged for the Congestion
     Cost and any other costs associated with such redispatch in
     accordance with Market Rule 1.  Pursuant to such redispatch,
     in the event the System Operator exercises its right to
     effect a Curtailment, in whole or part, of Firm Internal
     Point-To-Point Transmission Service or Firm MTF Service, no
     credit or other adjustment shall be provided as a result of
     the Curtailment with respect to the charge payable by the
     Customer.

7.11 Section 27.7 is amended to read as follows:

     Classification of Firm Internal Point-To-Point Service and
     Firm MTF Service:

          (a)  A Transmission Customer taking Firm Internal Point-
               To-Point Service may (1) change its Points of
               Receipt and Delivery to obtain service on a non-
               firm basis consistent with the terms of Section
               36.1 or (2) request a modification of the Points
               of Receipt or Delivery on a firm basis pursuant to
               the terms of Section 36.2; provided that if any
               Transmission Provider or its designee constructed
               new facilities or upgraded facilities to
               accommodate the original firm service, such
               Transmission Provider or its designee shall
               continue to be compensated for its facility costs
               by the Transmission Customer.

          (b)  [OMITTED]

          (c)  Parties requesting Firm Internal Point-To-Point
               Service and Firm MTF Service for the transmission
               of firm power do so with the full realization that
               such service is subject to Curtailment under the
               terms of this Tariff and that the System Operator
               will redispatch all Resources subject to its
               control, pursuant to Market Rule 1, in order to
               meet load and to accommodate External
               Transactions. Participants and Transmission
               Customers will be charged for the Congestion Costs
               and any other costs associated with such
               redispatch in accordance with Market Rule 1.  Each
               Point of Receipt at which firm transmission
               capacity is reserved for Long-Term Firm Internal
               Point-To-Point Service or Long-Term Firm MTF
               Service by the Transmission Customer shall be set
               forth in the Service Agreement for such Service
               along with a corresponding capacity reservation
               associated with each Point of Receipt.  Points of
               Receipt and corresponding capacity reservations
               shall be as mutually agreed upon by the System
               Operator and the Transmission Customer for Short-
               Term Firm Internal Point-To-Point Service or Short-
               Term Firm MTF Service.  Each Point of Delivery at
               which firm transmission capacity is reserved for
               Long-Term Firm Internal Point-To-Point Service or
               Short-Term Firm MTF Service by the Transmission
               Customer shall be set forth in the Service
               Agreement for such Service along with a
               corresponding capacity reservation associated with
               each Point of Delivery.  Points of Delivery and
               corresponding capacity reservations shall be as
               mutually agreed upon by the System Operator and
               the Transmission Customer for Short-Term Firm
               Internal Point-To-Point Service or Short-Term Firm
               MTF Service.  The greater of either (1) the sum of
               the capacity reservations at the Point(s) of
               Receipt, or (2) the sum of the capacity
               reservations at the Point(s) of Delivery shall be
               the Transmission Customer's Reserved Capacity.
               The Transmission Customer will be billed for its
               Reserved Capacity under the terms of Section 21 or
               Section 22A, whichever is applicable.  The
               Customer's Use may not exceed its firm capacity
               reserved at each Point of Receipt and each Point
               of Delivery except as otherwise specified in
               Section 36.  In the event that the Use by a
               Transmission Customer (including Third-Party Sales
               by the Participants) exceeds that Transmission
               Customer's Reserved Capacity at any Point of
               Receipt or Point of Delivery in any hour, it shall
               pay 200% of the charge which is otherwise
               applicable for each Kilowatt of the excess.  In
               addition, the System Operator will record all
               instances in which a Transmission Customer's Use
               exceeds that Transmission Customer's firm Reserved
               Capacity, and if in any calendar year more than 10
               such instances occur with respect to any single
               Transmission Customer, then the System Operator
               may require such Transmission Customer to apply
               for additional Firm Internal Point-To-Point
               Service under the Tariff in an amount equal to the
               greatest amount of the excess of such Transmission
               Customer's Use over its firm Reserved Capacity for
               the remainder of that calendar year.  Charges for
               such additional Firm Internal Point-To-Point
               Service will relate back to the first day of the
               month following the month in which the System
               Operator notifies such Transmission Customer that
               it is subject to the provisions of this paragraph.

7.12 Section 27.8 is amended to read as follows:

     Scheduling of Firm Transmission Service:  The System
     Operator will dispatch all Resources subject to its control,
     pursuant to Market Rule 1, in order to meet load and to
     accommodate External Transactions.  Resources within the
     NEPOOL Control Area using Firm Internal Point-To-Point
     Service shall be dispatched based on economic merit order in
     accordance with NEPOOL System Rules and shall have no
     physical scheduling or dispatch.  External Transactions
     using Firm MTF Service shall be dispatched pursuant to
     Section 25F of this Tariff.  Participants and Transmission
     Customers will be charged for the Congestion Costs and any
     other costs associated with such dispatch in accordance with
     Market Rule 1.

7.13 The heading of Section 28 is amended to read as follows:

     Nature of Non-Firm Internal Point-To-Point Service and Non-
     Firm MTF Service

7.14 Section 28.2 "Reservation Priority" is amended to read as
     follows:

     Reservation and Transmission Priority:  Non-Firm Internal
     Point-To-Point Service and Non-Firm MTF Service shall be
     available from transmission capability in excess of that
     needed for reliable service to Native Load Customers,
     Network Customers, customers for Excepted Transactions and
     other Transmission Customers taking Through or Out Service,
     Long-Term and Short-Term Firm Internal Point-To-Point
     Service and Long-Term and Short-Term Firm MTF Service.  A
     higher reservation priority will be assigned to reservations
     with a longer duration of service.  In the event the PTF and
     MTF are constrained, reservation priorities shall be
     established separately for the PTF and MTF, respectively.
     Competing requests of equal duration over PTF will be
     prioritized based on the highest price offered by the
     Eligible Customer for the Transmission Service, or in the
     event the price for all Eligible Customers is the same, will
     be prioritized on a first-come, first-served basis i.e., in
     the chronological sequence in which each Customer has
     reserved service.  Eligible Customers that have already
     reserved shorter term service over PTF have the right of
     first refusal to match any longer term reservation before
     being preempted.  A longer term competing request over PTF
     for Non-Firm Internal Point-To-Point Service will be granted
     if the Eligible Customer with the right of first refusal
     does not agree to match the competing request: (a)
     immediately for hourly Non-Firm Internal Point-To-Point
     Service after notification by the System Operator; and (b)
     within 24 hours (or earlier if necessary to comply with the
     scheduling deadlines provided in Section 28.6) for Non-Firm
     Internal Point-To-Point Service other than hourly
     transactions using Non-Firm Internal Point-To-Point Service
     after notification by the System Operator.

     Non-Firm Internal Point-To-Point Service over PTF to
     secondary Point(s) of Receipt and Point(s) of Delivery will
     have the lowest transmission priority under this Tariff.  As
     between or among transactions that require the use of both
     the PTF and MTF, the transmission priority for such
     competing Internal Point-To-Point Service requests over the
     PTF shall be determined by the transmission priority held by
     the Transmission Customers over MTF.

7.15 Section 28.3 is amended by inserting the word "Internal"
     immediately after the phrase "Non-Firm".

7.16 Section 28.4 (Service Agreements) is amended by inserting
     the word "Internal" immediately before the phrase "Point-To-
     Point" and by deleting the word "Transmission" at each
     occurrence.

7.17 Section 28.5 is amended to read as follows:

     Classification of Non-Firm Internal Point-To-Point Service
     and Non-Firm MTF Service:  Non-Firm Internal Point-To-Point
     Service and Non-Firm MTF Service shall be offered under
     applicable terms and conditions contained in Part III of
     this Tariff.  The NEPOOL Participants undertake no
     obligation under this Tariff to plan the PTF in order to
     have sufficient capacity for Non-Firm Internal Point-To-
     Point Service.  Parties requesting Non-Firm Internal Point-
     To-Point Service and Non-Firm MTF Service for the
     transmission of firm power do so with the full realization
     that such service is subject to availability and to
     Curtailment under the terms of this Tariff and that the
     System Operator will redispatch all Resources subject to its
     control, pursuant to Market Rule 1, in order to meet load
     and to accommodate External Transactions.  Participants and
     Transmission Customers will be charged for the Congestion
     Costs and any other costs associated with such redispatch in
     accordance with Market Rule 1.  In the event that the Use by
     a Transmission Customer (including Third-Party Sales by a
     Participant) exceeds that Transmission Customer's non-
     Reserved Capacity at any Point of Receipt or Point of
     Delivery, it shall pay 200% of the charge which is otherwise
     applicable for each Kilowatt of the excess.  In addition,
     the System Operator will record all instances in which a
     Transmission Customer's Use exceeds that Transmission
     Customer's non-firm Reserved Capacity, and if in any
     calendar year more than 10 such instances occur with respect
     to any single Transmission Customer, then the System
     Operator may require such Transmission Customer to apply for
     additional Non-Firm Internal Point-To-Point Service under
     the Tariff in an amount equal to the greatest amount of the
     excess of such Transmission Customer's Use over its non-firm
     Reserved Capacity for the remainder of that calendar year.
     Charges for such additional Non-Firm Internal Point-To-Point
     Service will relate back to the first day of the month
     following the month in which the System Operator notifies
     such Transmission Customer that it is subject to the
     provisions of this paragraph.

    (a)   Non-Firm Internal Point-To-Point Service and Non-Firm
          MTF Service shall include transmission of energy on an
          hourly basis and transmission of scheduled short-term
          capacity and energy on a daily, weekly or monthly
          basis, but not to exceed one month's reservation for
          any one Application.

    (b)   Each Point of Receipt at which non-firm transmission
          capacity is reserved by the Transmission Customer shall
          be set forth in the Application along with a
          corresponding capacity reservation associated with each
          Point of Receipt.

7.18 Section 28.6 is amended to read as follows:

     Scheduling of Non-Firm Internal Point-To-Point Service and
     Non-Firm MTF Service:  The System Operator will dispatch all
     Resources subject to its control, pursuant to Market Rule 1,
     in order to meet load and to accommodate External
     Transactions.  Resources within the NEPOOL Control Area
     using Non-Firm Internal Point-To-Point Service shall be
     dispatched based on economic merit order in accordance with
     NEPOOL System Rules and shall have no physical scheduling or
     dispatch rights.  External Transactions using Non-Firm MTF
     Service shall be dispatched pursuant to Section 25F of this
     Tariff.  Participants and Transmission Customers will be
     charged for the Congestion Costs and any other costs
     associated with such dispatch in accordance with Market Rule
     1.

7.19 Section 28.7 is amended to read as follows:

     Curtailment of Non-Firm Internal Point-To-Point Service and
     Non-Firm MTF Service:  The System Operator will redispatch
     all Resources subject to its control, pursuant to Market
     Rule 1, in order to meet load and to accommodate External
     Transactions.  Resources within the NEPOOL Control Area
     using Non-Firm Internal Point-To-Point Service shall be
     curtailed based on economic merit order in accordance with
     NEPOOL System Rules and shall have no physical scheduling or
     dispatch rights.   External Transactions using Non-Firm MTF
     Service shall be curtailed pursuant to Section 25F of this
     Tariff.  Participants and Transmission Customers will be
     charged for the Congestion Costs and any other costs
     associated with such redispatch in accordance with Market
     Rule 1.  Pursuant to such redispatch, in the event the
     System Operator exercises its right to effect a
     Curtailment, in whole or in part, of Non-Firm Internal Point-
     To-Point Transmission Service, or Non-Firm MTF Service, no
     credit or other adjustment  shall be provided as a result of
     the Curtailment with respect to the charge payable  by the
     Customer.

7.20 Section 29.1 is amended to read as follows:

     General Conditions:  Firm Internal Point-To-Point Service on
     the PTF is available to any Transmission Customer that has
     met the applicable requirements of Section 31.  Through or
     Out Service on the PTF shall be available to any
     Transmission Customer that has met the applicable
     requirements of Section 31A.

7.21 Section 29.2 (Determination of Available Transmission
     Capability) is amended by deleting the last sentence.

7.22 Section 29.4 is amended to read as follows:

     Obligation to Provide Transmission Service that Requires
     Expansion or  Modification of the Transmission System:  If a
     Transmission Customer requests that the PTF be expanded or
     modified, one or more Transmission Providers or other
     entities will be designated to use due diligence to expand
     or modify the PTF to increase transfer capability, provided
     that the Transmission Customer agrees to compensate the
     Transmission Providers or other entities that will be
     responsible for the construction of any new facilities or
     upgrades for the costs of such new facilities or upgrades
     pursuant to the terms of Section 39.  The System Operator
     and the designated Transmission Providers or other entities
     will conform to Good Utility Practice in determining the
     need for new transmission facilities or upgrades and in
     coordinating the design and construction of such facilities.
     This obligation applies only to those facilities that the
     designated Transmission Providers or other entities have the
     right to expand or modify.

7.23 Section 29.5 is amended to read as follows:

     Deferral of Service:  Any Qualified Upgrade Award associated
     with new transmission facilities or upgrades shall be
     subject to completion of construction of those transmission
     facilities and upgrades and to such upgrades being placed in
     service.

7.24 Section 29.6 is amended to read as follows:

     Real Power Losses:  Real power losses are associated with
     all transmission service.  The Transmission Provider is not
     obligated to provide real power losses.  The cost of PTF
     losses shall be recovered through the Loss Component of the
     Locational Marginal Prices pursuant to Market Rule 1.  Real
     power losses across MTF shall be allocated in  accordance
     with Schedule 18 of this Tariff.

7.25 Section 29.7 (Load Shedding) is amended by replacing the
     phrase "NEPOOL Transmission System" with the term "PTF".

7.26 Section 30.1 is amended to read as follows:

     Conditions Required of Transmission Customers:  Through or
     Out Service, Firm Internal Point-To-Point Service and Firm
     MTF Service will be provided only if the following
     conditions are satisfied by the Transmission Customer:

          a.   The Transmission Customer has pending a Completed
               Application for service;
          b.   In the case of a Non-Participant, the Transmission
               Customer meets the creditworthiness criteria set
               forth in Section 11 and the financial assurance
               requirements set forth in Attachment M of this Tariff;
          c.   The Transmission Customer will have arrangements
               in place for any other transmission service
               necessary to effect the delivery from the generating
               source to the Point of Receipt prior to the time service
                under the Tariff commences;
          d.   The Transmission Customer agrees to pay for any
               facilities or upgrades constructed or any
               Congestion Costs or other redispatch costs chargeable
               to such Transmission Customer under this Tariff and
               Market Rule 1, whether or not the Transmission Customer
               takes service for the full term of its reservation;
          e.   The Transmission Customer has executed a Service
               Agreement or has agreed to receive service
               pursuant to Section 29.3; and
          f.   The Transmission Customer must submit External
               Transactions in accordance with the
               applicable NEPOOL System Rules and will receive
               Transmission Service in conjunction with the scheduled
               energy in the Real-Time Energy Market in accordance with
               Market Rule 1.

7.27 Section 31 (Procedures for Arranging Firm Point-To-Point
     Transmission) is amended by inserting the word "Internal"
     before the phrase "Point-To-Point" and replacing the word
     "Transmission" with the phrase "Service and Firm MTF".

7.28 Section 31.1 (Application) is amended by inserting the word
     "Internal" before the first occurrence of the phrase "Point-
     To-Point", by replacing the word "Transmission" with the
     phrase "Service and Firm MTF", by replacing the word
     "NEPOOL" with the phrase "the System Operator", and by
     inserting the word "reservation" before the word "priority"
     in the final sentence.

7.29 Section 31.2(viii) is amended by replacing the phrase
     "NEPOOL Transmission System" with the word "PTF".

7.30 Section 31.3 (Deposit) is amended  by inserting the word
     "Internal" before the phrase "Point-To-Point" at each
     occurrence, by replacing the word "Transmission" after the
     phrase "Point-To-Point" with the phrase "Service or Firm MTF" at
     each occurrence, and by replacing the phrase "Administrative
     Costs" with the phrase "administrative costs".

7.31 Section 31.4 (Notice of Deficient Application) is amended by
     replacing the phrase "Administrative Costs" with the phrase
     "administrative costs", and by inserting the word
     "reservation" immediately before the word "priority" in the last
     sentence.

7.32 Section 31.5 (Response to a Completed Application) is
     amended by inserting the word "Internal" before the phrase
     "Point-To-Point" and by replacing the word "Transmission" after
     the phrase "Point-To-Point" with the phrase "Service or Firm
     MTF".

7.33 Section 31.6 (Execution of Service Agreement) is amended by
     replacing the phrase "Administrative Costs" with the phrase
     "administrative costs".

7.34 Section 31.7 (Extensions for Commencement of Service) is
     amended by inserting the word "Internal" before the phrase
     "Point-To-Point" throughout, and by replacing the word
     "Transmission" after the phrase "Point-To-Point" with the
     phrase "Service or Firm MTF" throughout.

7.35 The heading for Section 32 is amended to read as follows:

     Procedures for Arranging Non-Firm Internal Point-To-Point
     Service and Non-Firm MTF Service

7.36 Section 32.1 (Application) is amended by inserting the word
     "Internal" before the phrase  "Point-To-Point" and by replacing
     the word "Transmission" after the phrase "Point-To-Point"
     with the phrase "Service or Non-Firm MTF".

7.37 The heading for Section 32.3 is amended to read as follows:

     Reservation of Non-Firm Internal Point-To-Point Service and
     Non-Firm MTF Service

7.38 The following new sections are added in the appropriate
     numerical order:

     32A  Procedures for Arranging Through or Out Service:
          Through or Out Service shall be provided in conjunction
          with hourly scheduled External Transactions submitted
          to the Real-Time Energy Market and in accordance with
          Section 25F of the Tariff and the applicable NEPOOL
          System Rules.  Non-Participants intending to request
          Transmission Service through the submittal of an
          External Transaction shall first complete the
          requirements in this Section 32A of the Tariff.

     32A.1  Application:  A request for Through or Out Service
          for a Non-Participant shall be made in an Application,
          delivered to ISO New England Inc., One Sullivan Road,
          Holyoke, MA  01040-2841 or such other address as may be
          specified from time to time.  The request should be
          delivered at least sixty days in advance of the
          calendar month in which service is requested to
          commence.  The System Operator will consider requests
          for such service on shorter notice when practicable.
          Transmission Service requests should be submitted by
          transmitting the Completed Application to the System
          Operator by mail or telefax.  Each of these methods
          will provide a time-stamped record for establishing the
          reservation priority of the Application.

     32A.2     Completed Application:  A Completed Application
          for Through or Out Service for a Non-Participant shall
          provide all of the information included in 18 C.F.R.
          2.20 including but not limited to the following:

          (i)  The identity, address, telephone number and
               facsimile number of the entity requesting service;
          (ii) A statement that the entity requesting service is,
               or will be upon commencement of service, an
               Eligible Customer under this Tariff;
          (iii)  The location of the Point(s) of Receipt and
               Point(s) of Delivery and the identities of the
               Delivering Parties and the Receiving Parties;
          (iv) The location of the generating facility(ies)
               supplying the capacity and energy, and the
               location of the load ultimately served by the
               capacity and energy transmitted.  The System
               Operator will treat this information as
               confidential in accordance with the NEPOOL
               information policy except to the extent that
               disclosure of this information is required by this
               Tariff, by regulatory or judicial order, or for
               reliability purposes pursuant to Good Utility
               Practice. The System Operator will treat this
               information consistent with the standards of
               conduct contained in 18 C.F.R. Part 37 of the
               Commission's regulations;
          (v)  A description of the supply characteristics of the
               capacity and energy to be delivered;
          (vi) An estimate of the capacity and energy expected to
               be delivered to the Receiving Party;
          (vii)  The Service Commencement Date and the term of
               the requested transmission service; and
          (viii) The transmission capacity requested for each
               Point of Receipt and each Point of Delivery on the
               PTF and/or MTF; customers may combine their
               requests for service in order to satisfy the
               minimum transmission capacity requirement.

          The System Operator will treat this information
          consistent with the standards of conduct contained in
          18 C.F.R. Part 37 of the Commission's regulations.

     32A.3  Deposit:  A Completed Application for Through or Out
          Service by a Non-Participant shall also include a
          deposit of  one month's charge based on the estimate of
          the capacity and energy expected to be delivered to the
          Receiving Party.  If the Application is rejected by the
          System Operator because it does not meet the conditions
          for service as set forth herein, or in the case of
          requests for service arising in connection with losing
          bidders in a request for proposals ("RFP"), the deposit
          will be returned with Interest, less any reasonable
          administrative costs incurred by the System Operator or
          any affected Participants in connection with the review
          of the Application.  The deposit also will be returned
          with Interest less any reasonable administrative costs
          incurred by the System Operator or any affected
          Participants if the new facilities or upgrades needed
          to provide the service cannot be completed.  If an
          Application is withdrawn or the Eligible Customer
          decides not to enter into a Service Agreement for the
          Service, the deposit will be refunded in full, with
          Interest, less reasonable administrative costs incurred
          by the System Operator or any affected Participants to
          the extent such costs have not already been recovered
          from the Eligible Customer.  The System Operator will
          provide to the Eligible Customer a complete accounting
          of all costs deducted from the refunded deposit, which
          the Eligible Customer may contest if there is a dispute
          concerning the deducted costs.  Deposits associated
          with construction of new facilities or upgrades are
          subject to the provisions of Section 33.  If a Service
          Agreement for  Through or Out Service is executed, the
          deposit, with interest, will be returned to the
          Transmission Customer upon expiration or termination of
          the Service Agreement.  Applicable Interest will be
          calculated from the day the deposit is credited to the
          System Operator's account.

     32A.4     Notice of Deficient Application:  If an
          Application fails to meet the requirements of this
          Tariff, the System Operator will notify the entity
          requesting service within fifteen days of the System
          Operator's receipt of the Application of the reasons
          for such failure.  The System Operator will attempt to
          remedy minor deficiencies in the Application through
          informal communications with the Eligible Customer.  If
          such efforts are unsuccessful, the System Operator will
          return the Application, along with any deposit (less
          the reasonable administrative costs incurred by the
          System Operator or any affected Participants in
          connection with the Application), with Interest.  Upon
          receipt of a new or revised Application that fully
          complies with the requirements of this Tariff, the
          Eligible Customer will be assigned a new reservation
          priority based upon the date of receipt by the System
          Operator of the new or revised Application.

     32A.5     Execution of Service Agreement:  The System
          Operator will notify the Eligible Customer as soon as
          practicable but no later than thirty days after receipt
          of the Completed Application, and will tender a Service
          Agreement to the Eligible Customer.  The service
          agreement will allow the Eligible Non-Participant
          Customer to submit External Transactions in accordance
          with Market Rule 1 and the applicable NEPOOL System
          Rules.  Failure of an Eligible Customer to execute and
          return the Service Agreement or request the filing of
          an unexecuted Service Agreement pursuant to Section
          29.3, within fifteen days after it is tendered by the
          System Operator shall be deemed a withdrawal and
          termination of the Application and any deposit (less
          the reasonable administrative costs incurred by the
          System Operator and any affected Participants in
          connection with the Application) submitted will be
          refunded with Interest.  Nothing herein limits the
          right of an Eligible Customer to file another
          Application after such withdrawal and termination.

7.39 Section 33.1 is amended to read as follows:

     Notice of Need for System Impact Study:  A request for
     Through or Out Service will not normally require a System
     Impact Study.  A request for Firm Internal Point-To-Point
     Service may require a System Impact Study.  Also, an
     Eligible Customer may specifically request that the System
     Operator conduct a System Impact Study for an Elective
     Transmission Upgrade pursuant to Section 50.2 (a "Study
     Request").  After receiving a request for Firm Internal
     Point-To-Point Service or a request to study an Elective
     Transmission Upgrade, the System Operator will review the
     effect of the proposed service or upgrade on the reliability
     requirements of the PTF and the indirectly affected MTF
     facilities pursuant to meet existing and pending obligations
     of the Participants and Non-Participants, and the
     obligations of the particular Participants whose PTF or MTF
     facilities will be impacted by the proposed service and
     determine on a non-discriminatory basis whether a System
     Impact Study is needed.  If the System Operator determines
     that a System Impact Study is necessary to accommodate the
     requested Firm Internal Point-To-Point Service, the System
     Operator will treat the request for Firm Internal Point-To-
     Point Service as a "Study Request".  A description of the
     methodology for completing a System Impact Study is provided
     in Attachment D.  After receiving a Request, the System
     Operator will within thirty days of receipt of a Study
     Request, tender a System Impact Study agreement in the form
     of Exhibit I to this Tariff, or in any other form that is
     mutually agreed to, pursuant to which the Eligible Customer
     shall agree to reimburse the System Operator and any
     affected Participants for performing the required System
     Impact Study. Before a Study Request is evaluated, the
     Eligible Customer shall execute the System Impact Study
     agreement and return it to the System Operator within
     fifteen days.  If the Eligible Customer elects not to
     execute a System Impact Study agreement, its request shall
     be deemed withdrawn and its deposit (less the reasonable
     administrative costs incurred by the System Operator and any
     affected Participants in connection with the Application),
     will be returned with Interest.

7.40 Section 33.2 (System Impact Study Agreement and Cost
     Reimbursement) is amended by replacing the phrase "NEPOOL
     Transmission System and/or" with the phrase "PTF and
     indirectly affected", by inserting the phrase "of the
     customer request for Internal Point-To-Point Service or for
     an Elective Upgrade" after the term "MTF", by replacing the
     first occurrence of the word "service" with the phrase "a
     similar study" in subsection (ii), and by deleting the
     phrase "for service" immediately after the word "requests"
     in subsection (ii).

7.41 Section 33.3 is amended to read as follows:

     System Impact Study Procedures:  Upon receipt of an executed
     System Impact Study agreement, the System Operator and any
     affected Participants will use due diligence to complete the
     required System Impact Study within a sixty-day period.  The
     System Impact Study shall identify the need for additional
     Direct Assignment Facilities or facility additions or
     upgrades required to comply with the Eligible Customer's
     request.  In the event that the required System Impact Study
     cannot be completed within such time period, the System
     Operator will so notify the Eligible Customer and provide an
     estimated completion date along with an explanation of the
     reasons why additional time is required to complete the
     required study and an estimate of any increase in cost which
     will result from the delay.  A copy of the completed System
     Impact Study and related work papers shall be made available
     to the Eligible Customer.  The System Operator will use the
     same due diligence in completing the System Impact Study for
     an Eligible Customer that is a Non-Participant as it uses
     when completing studies for the Participants.  The System
     Operator will notify the Eligible Customer immediately upon
     completion of the System Impact Study.

7.42 Section 33.4 is amended to read as follows:

     Facilities Study Procedures:  After a System Impact Study
     indicates that additions or upgrades to the PTF or
     indirectly affected MTF are needed to accommodate the
     Eligible Customer's Study 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. If the Eligible
     Customer wants the System Operator to undertake the
     Facilities Study, 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
     Study Request 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 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
     shall include a good faith estimate of (i) the cost of
     Direct Assignment Facilities to be charged to the Eligible
     Customer, or (ii) the Eligible Customer's appropriate share
     of the cost of any required additions or upgrades, and (iii)
     the time required to complete such construction.  The
     Eligible 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.  In addition to
     the foregoing, each Facilities Study performed on or after
     the SMD Effective Date shall, if requested by the
     Transmission Customer, contain a non-binding estimate from
     the System Operator of the Qualified Upgrade Awards, if any,
     resulting from the construction of the new facilities.
     After completion of the transmission upgrade or expansion,
     the System Operator shall determine the Qualified Upgrade
     Awards, if any, resulting from the upgrade or expansion.
     The Transmission Customer shall be responsible for the cost
     of any study required to determine the Qualified Upgrade
     Awards.

7.43 Section 33.5 is amended by substituting the word Eligible in
     place of the second occurrence of the word "Transmission".

7.44 Section 33.6 is amended by replacing the phrase "NEPOOL
     Transmission System" with the term "PTF", and by deleting
     the phrase "in order to provide the requested Firm Point-To-
     Point Transmission Service" from the second sentence.

7.45 Section 33.8 is amended by replacing the phrase "Service
     Agreement" with the phrase "Study Request" at each
     occurrence.

7.46 The heading for Section 34 is amended by deleting the word
     "Firm".

7.47 Section 34.1 is amended by deleting the phrase "for Firm
     Point-To-Point Service" from the first sentence.

7.48 Section 34.2 (Alternatives to the Original Facility
     Additions) is amended by deleting the phrase "with its
     Completed Application" from the second sentence and by
     deleting the third sentence in its entirety.

7.49 Section 34.3 (Refund Obligation for Unfinished Facility
     Additions) is amended by deleting the phrase "and the
     requested service cannot be provided out of existing
     capability under the conditions of this Tariff" from the
     first sentence, and by replacing the phrase "Firm Point-To-
     Point Transmission Service" in the first sentence with the
     phrase "construction of additional facilities".

7.50 Section 35.2 (Coordination of Third-Party System Additions)
     is amended by replacing the phrase "NEPOOL Transmission
     System" with the term "PTF".

7.51 The heading for Section 36 is amended to read as follows:

     Changes in Service Specifications of Internal Point-To Point
     Service and MTF Service

7.52 Section 36.1 is amended to read as follows:

     Modification on a Non-Firm Basis:  The Transmission Customer
     taking Firm Internal Point-To-Point Service and Firm MTF
     Service may submit a request to the System Operator for
     transmission service on a non-firm basis over Point(s) of
     Receipt and Point(s) of Delivery other than those specified
     in the Service Agreement ("Secondary Receipt and Delivery
     Points"), in amounts not to exceed the Transmission
     Customer's firm capacity reservation, without incurring an
     additional Non-Firm Internal Point-To-Point Service charge
     or an additional Non-Firm MTF Service charge or executing a
     new Service Agreement, subject to the following conditions:

     (a)  service provided over Secondary Receipt and Delivery
          Points will be non-firm only, on an as-available basis,
          and will not displace any firm or non-firm service
          reserved or scheduled by Participants or Non-
          Participants under this Tariff or by the Participants
          on behalf of their Native Load Customers or Excepted
          Transactions;

     (b)  the sum of all Firm Internal Point-To-Point Service and
          Non-Firm Internal Point-To-Point Service or Firm MTF
          Service and Non-Firm MTF Service provided to the
          Transmission Customer at any time pursuant to this
          section shall not exceed the Reserved Capacity
          specified in the relevant Service Agreement under which
          such services are provided;

     (c)  the Transmission Customer shall retain its right to
          schedule Firm Internal Point-ToPoint Service and Firm
          MTF Service at the Point(s) of Receipt and Point(s) of
          Delivery specified in the relevant Service Agreement in
          the amount of the Transmission Customer's original
          capacity reservation; and

     (d)  service over Secondary Receipt and Delivery Points on a
          non-firm basis shall not require the filing of an
          Application for Non-Firm Internal Point-To-Point
          Service or Non-Firm MTF Service under the Tariff.
          However, all other requirements of this Tariff (except
          as to transmission rates) shall apply to transmission
          service on a non-firm basis over Secondary Receipt and
          Delivery Points.

7.53 Section 36.2 (Modification on a Firm Basis) is amended by
     inserting the word "reservation" before the word "priority"
     in the second sentence.

7.54 The heading for Section 37 is amended to read as follows:

     Sale, Assignment or Transfer of Internal Point-to Point
     Service and MTF Service

7.55 Section 37.1 (Procedures for Sale, Assignment or Transfer of
     Service) is amended by inserting the word "transmission"
     immediately before the word "priority" in the fourth
     sentence.

7.56 The following new section 37.4 is added in the appropriate
     numerical order:

     Transfer of FTRs:  The sale, resale, or assignment of FTRs
     shall be conducted pursuant to Market Rule 1.

7.57 Section 39 is amended to read as follows:

     Compensation for New Facilities and Redispatch Costs:
     Whenever a System Impact Study performed in connection with
     a Study Request identifies the need for new facilities or
     upgrades, the Transmission Customer shall be responsible for
     such costs to the extent they are consistent with Commission
     policy and Schedules 11 and 12.  The System Operator will
     redispatch all Resources subject to its control, pursuant to
     Market Rule 1, in order to meet load and to accommodate
     External Transactions.  Participants and  Transmission
     Customers will be charged for the Congestion Costs and any
     other costs associated with such redispatch in accordance
     with Market Rule 1.  The Transmission Customer shall be
     responsible for costs of new facilities or upgrades required
     to provide the requested service to the extent they are
     consistent with Commission policy and Schedules 11 and 12.

               Part VI - Regional Network Service
           (Network Integration Transmission Service)

8.1  Sections 40.2 (Transmission Provider Responsibilities), 40.3
     (Network Integration Transmission Service), 41.3 (Technical
     Arrangements to be Completed Prior to Commencement of
     Service), 41.4 (Network Customer Facilities), 42.5
     (Transmission Arrangements for Network Resources Not
     Physically Interconnected With the NEPOOL Transmission
     System), 42.7 (Use of Interface Capacity by the Network
     Customer), 43.3 (Network Load Not Physically Interconnected
     with the NEPOOL Transmission System), 43.4 (New
     Interconnection Points), 44.2 (System Impact Study Agreement
     and Cost Reimbursement), 45.1 (Procedures), 45.4
     (Curtailments of Scheduled Deliveries), 45.6 (Load
     Shedding), 45.7 (System Reliability), 47.2 (Network
     Operating Agreement), 50.2 (Interconnection of Elective
     Transmission Upgrades), 51.1 (General), 51.6 (Request for
     Proposals ("RFP") Process for Upgrades), and 51.8 (Merchant
     Transmission Facilities; Compliance), including, as
     appropriate, headings for those sections, are amended by
     replacing the phrase "NEPOOL Transmission System" with the
     term "PTF" at each occurrence.

8.2  Section 40.5 is amended to read as follows:

     Real Power Losses:  Real Power Losses are associated with
     all transmission service.  The Transmission Provider is not
     obligated to provide Real Power Losses. The cost of PTF
     losses shall be recovered through the Loss Component of the
     Locational Marginal Prices provided for in Market Rule 1.

8.3  Section 41.2 (Application Procedures) is amended by
     inserting the word "reservation" before the word "priority"
     at the first and third occurrence of the word "priority",
     and by replacing the word "Interruption" with the word
     "interruption" at each occurrence.

8.4  Section 42.4 is amended to read as follows:

     Network Customer Redispatch Obligation:  As a condition to
     receiving Network Integration Transmission Service, the
     Network Customer agrees to redispatch its Network Resources
     as requested by the System Operator pursuant to Section
     45.2.  The System Operator will redispatch all Resources
     subject to its control, pursuant to Market Rule 1, in order
     to meet load and to accommodate External Transactions.
     Participants and Transmission Customers will be charged for
     the Congestion Costs and any other costs associated with
     such redispatch in accordance with Market Rule 1.

8.5  Section 42.6 (Limitation on Designation of Resources) is
     amended by replacing the word "Entitlement" with the phrase
     "Ownership Share" and by replacing the phrase "NEPOOL
     Transmission System" with the term "PTF".

8.6  Section 43.2 (New Network Loads Connected With the NEPOOL
     Transmission System) is amended by replacing the phrase
     "NEPOOL Transmission System" with the term "PTF", and by
     replacing the reference to "Schedule 11" with a reference to
     "Schedules 11 and 12".

8.7  Section 44.1 (Notice of Need for System Impact Study) is
     amended by replacing the phrase "Administrative Costs" with
     the phrase "administrative costs".

8.8  Section 44.2(ii) (System Impact Study Agreement and Cost
     Reimbursement) is amended to read as follows:

     If in response to multiple Eligible Customers requesting the
     service in relation to the same competitive solicitation, a
     single System Impact Study is sufficient for the System
     Operator and the affected Participants to accommodate the
     service, the costs of that study shall be prorated among the
     Eligible Customers.

8.9  Section 44.3 (System Impact Study Procedures) is amended by
     inserting the phrase "and indirectly affected MTF owners"
     after the word "Participants" in the first sentence, and by
     deleting the phrase ", redispatch options," in the second
     sentence.

8.10 Section 44.4 (Facilities Study Procedures) is amended by
     replacing the phrase "NEPOOL Transmission Service" with the
     term "PTF", by replacing the word "request" with the phrase
     "or to mitigate indirect impacts on the MTF facilities" in
     the first sentence, by deleting the word "and" from the
     final sentence, and by adding the following text to the end
     of the Section:

     In addition to the foregoing, each Facilities Study
     performed on or after the SMD Effective Date shall, if
     requested by the Transmission Customer, contain a non-
     binding estimate from the System Operator of the Qualified
     Upgrade Awards, if any, resulting from the construction of
     the new facilities.  After completion of the transmission
     upgrade or expansion, the System Operator shall determine
     the Qualified Upgrade Awards, if any, resulting from the
     upgrade or expansion.  The Transmission Customer shall be
     responsible for the cost of any study required to determine
     the Qualified Upgrade Awards.

8.11 Section 45.2 (Transmission Constraints) is amended by
     replacing the phrases "NEPOOL Transmission System" and
     "Transmission System" with the term "PTF".

8.12 Section 45.3 is amended to read as follows:

     Cost Responsibility for Relieving Transmission Constraints:
     Whenever the System Operator implements least-cost
     redispatch procedures in response to a transmission
     constraint, the Non- Participant Transmission Customers and
     Participants will bear the costs of such redispatch in
     accordance with Market Rule 1.

8.13 Section 45.5 (Allocation of Curtailments) is amended by
     replacing the word "Import"   with the word "External" and by
     replacing "14.1" with "25F".

8.14 Section 46 (Rates and Charges) is amended by replacing the
     term Schedule 11," with the term "Schedules 11 and 12".

8.15 Section 48 (Scope of Application of Part VI to Participants)
     is amended by deleting the phrase ", unless they elect in
     accordance with Section 3.3 of this Tariff to receive
     Internal Point-To-Point Service at one or more Point(s) of
     Delivery from one or more Point(s) of Receipt" in subsection
     (a), and by replacing the phrase "NEPOOL Transmission
     System" with the term "PTF".

  Part VII - Transmission Planning, Additions and Modifications

9.1  Section 49 (General) is amended by replacing the phrase
     "NEPOOL Transmission System" with the term "PTF", by
     omitting subsection (d), by adding the word "Costs" after
     the word "Congestion" in the first sentence of subsection
     (e), by inserting the word "transmission" before the word
     "priorities" in the seventh sentence of subsection (e), by
     replacing the term "ARRs" with the phrase "Qualified Upgrade
     Awards" in the eighth sentence of subsection (e), by
     replacing the phrase "Schedules 14 and 15" with the phrase
     "Appendix C of Market Rule 1" in the eighth sentence of
     subsection (e), by replacing the term "FCRs" with the term
     "FTRs" and by replacing the phrase "Schedule 14" with the
     phrase "Section 7 of Market Rule 1".

9.2  Section 50.1 (Interconnection of Generating Unit Under the
     Minimum Interconnection Standard) is amended by replacing
     the phrase "NEPOOL Transmission System" with the term "PTF",
     and by replacing the term "CMS" with the term "SMD", by
     inserting the word "Cost" after the term "Congestion" in the
     third full sentence of subsection (f), by inserting the word
     "cost" after the term "RMR" in the fifth full sentence of
     subsection (f), and by replacing the word "cost" with the
     word "Cost" after the word "Congestion" in the fifth full
     sentence of subsection (f).

9.3  Section 51.4 (Procedures for Developing a NEPOOL
     Transmission Plan) is amended by replacing the phrase
     "NEPOOL Transmission System" with the term "PTF", and by
     replacing the phrase "Schedule 11 or 12" with the phrase
     "Schedules 11, 12 or 18" in subsection (j).

9.4  Section 51.8(c) is amended to read as follows:

     Merchant Transmission Facilities, including those defined as
     MTF, shall be subject to the operational control, scheduling
     and maintenance coordination of the System Operator.

        Schedules, Attachments, and Implementation Rules

10.1 The reference in the last sentence of Schedule 1 to
     "Regional Transmission Operations Committee" is amended to
     read "Participants Committee".

10.2 The following parenthetical is added after each occurance of
     the phrase "NEPOOL Transmission System" in the first
     paragraph of Section I of Schedule 2:

     (for voltage constraints that are reflected in the System
     Operator's systems for operating the NEPOOL Transmission
     System or in the System Operator's operating procedures)

10.3 Section 1.8 under Part II of Schedule 2 is amended to read
as follows:

     A Qualified Generator's VAR Payment shall equal the (1/12) *
     (VAR Rate*Qualified VARs)

10.4 Section 2.1 under Part II of Schedule 2 is amended to read
     as follows:

     The Lost Opportunity Cost for hydro, pumped storage and
     thermal generating units that are dispatched down by the
     ISO, a NEPOOL satellite or a NEPOOL Participant dispatch
     center for the purpose of providing reactive supply and
     voltage control will be calculated pursuant to Market Rule
     1.

10.5 Section 3.1 under Part II of Schedule 2 is amended to read
     as follows:

     Motoring Hydro or Pumped Storage Generating Units.  The SCL
     associated with hydro and pumped storage generating units
     that are motoring at the request of the ISO, a NEPOOL
     satellite or a NEPOOL Participant dispatch center for the
     purpose of providing reactive supply and voltage control
     will equal the cost of energy to motor and will be
     calculated in each hour as follows: SCL = (MWhUnit * (ECP or
     LMP or Actual energy cost), where the MwhUnit are calculated
     pursuant to the Schedule 2 Business Procedure.  Actual
     energy cost applies only if motoring energy is purchased
     through a bilateral contract.

10.6 Sections 4.1 and 4.2 under Part II of Schedule 2 are amended
     by replacing the phrase "applicable Market Rules" with
     "Market Rule 1 and NEPOOL System Rules".


10.7 Schedule 3 is amended to read as follows:

 Regulation and Frequency Response Service (Automatic Generation
                            Control)

          Regulation and Frequency Response Service (Automatic
     Generator Control) is necessary to provide for continuous
     balancing of resources (generation and interchange) with
     Load, and for maintaining scheduled interconnection
     frequency at sixty cycles per second (60 Hz).  Regulation
     and Frequency Response Service (Automatic Generation
     Control) is accomplished by committing on-line generation
     whose output is raised or lowered (predominantly through the
     use of automatic generating control equipment) as necessary
     to follow the moment-by-moment changes in load.  The
     obligation to maintain this balance between resources and
     load lies with the System Operator and this service will be
     available to all Participants that have a load obligation in
     the NEPOOL Market pursuant to Market Rule 1.  The
     Transmission Customer must either take this service from the
     System Operator through the NEPOOL Market or make
     alternative comparable arrangements to satisfy its
     Regulation and Frequency Response Service (Automatic
     Generator Control or AGC) obligation.

          Charges for this Service shall be determined on the
     basis of offers submitted by Participants in accordance with
     Market Rule 1.  The per unit charge for this Service to Non-
     Participants shall be the same as the charge to
     Participants.  The transmission service required with
     respect to Regulation and Frequency Response Service
     (Automatic Generator Control) will be paid for as part of
     Regional Network Service, Internal Point-To-Point Service or
     Through or Out Service by all Participants and other
     entities that have a load obligation in the NEPOOL Market
     Pursuant to Market Rule 1.  The charge for Regional Network
     Service is determined in accordance with Schedule 9 of the
     Tariff.  The charge for Internal Point-To-Point Service is
     determined in accordance with Schedule 10 of the Tariff.
     The charge for Through or Out Service is determined in
     accordance with Schedule 8 of the Tariff.

10.8 Schedule 4 is amended to read as follows:

                    Energy Imbalance Service

          Energy Imbalance Service is the service provided when a
     difference occurs between the scheduled and the actual
     delivery of energy to a load obligation in the NEPOOL Market
     in accordance with Market Rule 1 during a single hour. The
     Transmission Customer may either supply its load obligation
     from its own resources or through bilateral transactions or
     obtain the service through the NEPOOL Market.  This service
     will be available to all Participants that have a load or
     generation obligation in the NEPOOL Market pursuant to
     Market Rule 1.  The prices for such service will be the
     applicable Locational Marginal Prices determined pursuant to
     Market Rule 1.

          The transmission service required with respect to
     Energy Imbalance Service will be furnished as part of
     Regional Network Service, Internal Point-To-Point Service or
     Through or Out Service to all Participants and other
     entities that have a load or generation obligation in the
     NEPOOL Market in accordance with Market Rule 1.  The charge
     for Regional Network Service is determined in accordance
     with Schedule 9 of the Tariff.  The charge for Internal
     Point- to-Point Service is determined in accordance with
     Schedule 10 of the Tariff.  The charge for Through or Out
     Service is determined in accordance with Schedule 8 of the
     Tariff.

10.9 Schedule 5 is amended to read as follows:

          Operating Reserve - Spinning Reserve Service

          Spinning Reserve Service is a service needed to serve
     load immediately in the event of a system contingency.  This
     service will be available to all Participants that have a
     load obligation in the NEPOOL Market in accordance with
     Market Rule 1.  The Transmission Customer may either supply
     this service with its own resources or through bilateral
     arrangements, or obtain the service through the NEPOOL
     Market.

          The total of each category of Operating Reserve
     requirements for the NEPOOL Control Area in each hour is
     determined by the System Operator in accordance with
     applicable NEPOOL System Rules.

          The amount of and charges for Spinning Reserve Service
     will be accounted and paid for as part of the Operating
     Reserves pursuant to Section 3.2.3 of Market Rule 1.  The
     transmission service required with respect to Operating
     Reserve will be paid for as part of Regional Network
     Service, Internal Point-To-Point Service or Through or Out
     Service by all Participants and other entities that have a
     load obligation in the NEPOOL Market in accordance with
     Market Rule 1.  The charge for Regional Network Service is
     determined in accordance with Schedule 9 of the Tariff.  The
     charge for Internal Point-To-Point Service is determined in
     accordance with Schedule 10 of the Tariff.  The charge for
     Through or Out Service is determined in accordance with
     Schedule 8 of the Tariff.

10.10     Schedule 6 is amended to read as follows:

        Operating Reserve - Supplemental Reserve Service

          Supplemental Reserve Service is a service needed to
     serve load in the event of a system contingency; however, it
     is not available immediately to serve load but rather within
     a short period of time. Supplemental Reserve Service may be
     provided by generating units that are on-line but unloaded,
     by quick-start generation or by interruptible load.  This
     service will be available to all Participants that have a
     load obligation in the NEPOOL Market in accordance with
     Market Rule 1.  The Transmission Customer may either supply
     this service with its own resources or through bilateral
     arrangements, or obtain the service through the NEPOOL
     Market.

          The total of each category of Operating Reserve
     requirements for the NEPOOL Control Area in each hour is
     determined by the System Operator in accordance with
     applicable NEPOOL System Rules.

          The amount of and charges for Supplemental Reserve
     Service will be accounted and paid for as part of the
     Operating Reserves pursuant to Section 3.2.3 of Market Rule
     1.

          The transmission service required with respect to
     Operating Reserve will be paid for as part of Regional
     Network Service, Internal Point-To-Point Service or Through
     or Out Service by all Participants and other entities that
     have a load obligation in the NEPOOL Market pursuant to
     Market Rule 1.  The charge for Regional Network Service is
     determined in accordance with Schedule 9 of the Tariff.  The
     charge for Internal Point-To-Point Service is determined in
     accordance with Schedule 10 of the Tariff.  The charge for
     Through or Out Service is determined in accordance with
     Schedule 8 of the Tariff.

10.11     Schedule 7 is deleted in its entirety.

10.12     Schedule 8 is amended to read as follows:

            Through or Out Service - The Pool PTF Rate

     (1)  A Transmission Customer shall pay to NEPOOL for Through
          or Out Service reserved for it in accordance with
          Section 18 of the Tariff the the Pool PTF Rate.  The
          Transmission Customer shall also be obligated to pay
          any applicable ancillary service charges and any
          charges required to be paid pursuant to Market Rule 1.

     (2)  The Pool PTF Rate in effect at any time shall be
          determined annually on the basis of the information for
          the most recent calendar year contained in Form 1
          filings (or similar information on the books of
          Transmission Providers that are not required to submit
          a Form 1 filing) and shall be changed annually
          effective as of June 1 in each year.  The Pool PTF rate
          shall be equal to (i) the sum for all  Participants of
          Annual Transmission Revenue Requirements determined in
          accordance with Attachment F divided by (ii) the sum of
          the coincident Monthly Peaks (as defined in Section
          46.1) of all Local Networks, excluding from the Monthly
          Peak for each Local Network as applicable the loads at
          each applicable  Point of Delivery of each Participant
          or Non-Participant which has elected to take Internal
          Point-To-Point Service in lieu of Regional Network
          Service at one or more Points of Delivery; plus the
          Long-Term Firm Reserved Capacity amount for each such
          Participant or Non-Participant which has elected to
          take Firm Internal  Point-To-Point Service in lieu of
          Regional Network Service at one or more Points  of
          Delivery plus any Long-Term Reserved Capacity amount
          reserved prior to the  SMD Effective Date for each
          Participant or Non-Participant for Firm Through or Out
          Service.  Revenues associated with Short-Term Point-To-
          Point reservations will be credited to the sum of all
          Participants' Annual Transmission Revenue Requirements
          referred to in (i) above.

     (3)  Discounts: Three principal requirements apply to
          discounts for Through or Out Service as follows (1) any
          offer of a discount made by the Participants must be
          announced to all Eligible Customers solely by posting
          on the OASIS, (2) any customer-initiated requests for
          discounts (including requests for use by one's
          wholesale merchant or an affiliate's use) must occur
          solely by posting on the OASIS, and (3) once a discount
          is negotiated, details must be immediately posted  on
          the OASIS.  For any discount agreed upon for service on
          a path, from Point(s)  of Receipt to Point(s) of
          Delivery, the Participants must offer the same
          discounted transmission service rate for the same time
          period to all Eligible Customers on all unconstrained
          transmission paths that go to the same Point(s) of
          Delivery on the PTF.

10.13  Schedule 9 is amended by replacing the phrase
       "applicable congestion or other uplift charge" with the word
       "charges" in subsection (1), by replacing the phrase
       "Sections 24, 25A and 25B of this Tariff" with the phrase
       "Market Rule 1" in subsection (1), by inserting the word
       "any" before the second occurrence of the phrase "Long-Term"
       in subsection (6) and by inserting the phrase "reserved
       prior to the SMD Effective Date" after the last occurrence
       of the phrase "Reserved Capacity amount" in subsection (8).

10.14   Schedule 10 is amended to read as follows:

                 Internal Point-To-Point Service

     (1)  A Transmission Customer shall pay to NEPOOL for firm or
          non-firm Internal Point-To-Point Service reserved for
          it in accordance with Section 19 of the Tariff a charge
          per Kilowatt, as determined for the period of the
          service in accordance with Section 21 of this Tariff,
          equal to the Internal Point-To-Point Service Rate;
          provided that if, a rate which is derived from the
          annual incremental cost not otherwise borne by the
          Transmission Customer or a Generator Owner, of any new
          facilities or upgrades that would not be required but
          for the need to provide the requested service is
          greater than the Pool PTF Rate, the charge shall be the
          higher of such amounts.. The Customer shall also be
          obligated to pay any ancillary service charges and any
          other charges required to be paid pursuant to Market
          Rule 1.

     (2)  Discounts:  Three principal requirements apply to
          discounts for Internal Point-To-Point Service as
          follows (1) any offer of a discount made by the
          Participants must be announced to all Eligible
          Customers solely by posting on the OASIS, (2) any
          customer-initiated requests for discounts (including
          requests for use by one's wholesale merchant or an
          affiliate's use) must occur solely by posting on the
          OASIS, and (3) once a discount is negotiated, details
          must be immediately posted on the OASIS.  For any
          discount agreed upon for service on a path, from
          Point(s) of Receipt to Point(s) of Delivery, the
          Participants must offer the same discounted
          transmission service rate for the same time period to
          all Eligible Customers on all unconstrained
          transmission paths that go to the same Point(s) of
          Delivery on the PTF.

10.15 Subsection (3) of Schedule 12 is amended by replacing
     the phrase "NEPOOL Transmission System" with the term "PTF".

10.16 Section 3.1 of Schedule 18 is amended to read as
     follows:

     Availability of MTF Service:  To the extent that
     transmission capability over MTF has not been fully
     allocated in accordance with Section 2 of this Schedule 18,
     a Participant or Non-Participant that is an Eligible
     Customer (except as provided below) may reserve Firm or Non-
     Firm MTF Service.   Such service shall be provided by the
     MTF Provider(s) and shall be reserved pursuant to the
     applicable terms and conditions of this Schedule 18.  MTF
     Service shall be reserved through the System Operator
     separately pursuant to Schedule 18.  Service on the MTF
     requires advance reservations. MTF Service is available to
     any Eligible Customer unless an MTF Provider has informed
     the System Operator that MTF Service shall not be made
     available to such Eligible Customer due to that Customer's
     failure to make necessary payments for previously assessed
     MTF  Service Charges or failure to meet the creditworthiness
     or operational requirements posted by the MTF Provider on
     the NEPOOL OASIS.

10.17 Section 3.3 of Schedule 18 is amended to read as
     follows:

     Use of MTF Service By a Transmission Customer:  If a
     Transmission Customer elects to take MTF Service it may
     reserve transmission capability for such service to cover
     both the delivery to it over the MTF of Energy and capacity
     (to the extent permitted under applicable Market Rules)
     covered by the Ownership Share designated by it in Completed
     Applications and the delivery to or from it over the MTF in
     Interchange Transactions of Energy and/or capacity (to the
     extent permitted under applicable Market Rules).  In order
     to fulfill its obligations to serve load or to consummate a
     transaction, a Transmission Customer which takes MTF Service
     must also take service under the Tariff for use of the PTF
     and under any applicable Local Network Service tariff for
     use of the Non-PTF.  Any load-serving entity may use MTF
     Service to effect sales in bilateral arrangements, whether
     or not it elects to take Internal Point-To-Point Service on
     the PTF to serve its load.

10.18 Section 5 of Schedule 18 is amended to read as follows:

     MTF Service Reservation, interruption and Curtailment
     priorities:  The MTF Provider shall furnish to the System
     Operator for posting on NEPOOL OASIS,  and the System
     Operator shall post on the NEPOOL OASIS, rules setting
     reservation, interruption and Curtailment priorities for
     Firm and Non-Firm MTF Service.  Such rules shall be non-
     discriminatory and consistent with the Commission's approval
     of the rights to charge negotiated rates (i.e., rates
     established pursuant to market mechanisms as recognized for
     merchant transmission projects and not included in NEPOOL
     Tariff rates).  If an MTF Provider fails to furnish to the
     System Operator such rules, reservation, interruption and
     Curtailment priorities for Firm and Non-Firm MTF Service
     shall be the same as those established under the Tariff for
     Firm and Non-Firm Internal Point-To-Point Transmission
     Service over the PTF.  The reservation priority for Long-
     Term Firm Transmission Service and Short-Term Firm
     Transmission Service based upon an award of transmission
     capability of MTF pursuant to a Commission-approved rights
     allocation process shall be the date of the issuance of such
     award.

          When the System Operator determines that an electrical
     emergency exists on the NEPOOL Transmission System and
     implements emergency procedures to effect a Curtailment of
     MTF Service, the Transmission Customer shall make the
     required reductions upon the System Operator's request.  The
     System Operator reserves the right to effect a Curtailment,
     in whole or in part, of any MTF Service provided under this
     Tariff when, in the System Operator's sole discretion, an
     emergency or other unforeseen condition impairs or degrades
     the reliability of the NEPOOL Transmission System.  The
     System Operator will notify all affected Transmission
     Customers in a timely manner of any scheduled Curtailments.
     In the event the System Operator exercises its right to
     effect a Curtailment, in whole or part, of Firm MTF Service,
     no credit or other adjustment shall be provided as a result
     of the Curtailment with respect to the charge payable by the
     Customer, unless provided for by the MTF Provider under
     arrangements between the MTF Provider and the Transmission
     Customer.  To the extent not otherwise provided for in this
     Section 5, Curtailments Interruptions of MTF Service shall
     be in accordance with Sections 27.6 and 28.7of the Tariff.

10.19 Section 6 of Schedule 18 is amended to read as follows:

     Real Power Losses:  Real power losses across MTF shall be
     allocated solely to Transmission Customers that use MTF.
     Such allocation for transactions across MTF shall be
     pursuant to Market Rule 1.

10.20  Section 8 of Schedule 18 is amended to read as follows:

     No Effect on Rates; No Allocation of Revenues:  MTF and MTF
     Service shall not affect rates for service on the PTF under
     the Tariff and MTF Providers shall not be allocated any
     revenues collected under the Tariff for such service.

10.21  Section 9 of Schedule 18 is amended to read as follows:

     Ancillary Services:  Congestion Costs and Ancillary Services
     costs associated with MTF Service Shall be assessed pursuant
     to Market Rule 1.

10.22 A new Schedule 19 is added to reads as follows:


               Special Constraint Resource Service

          In order to maintain area reliability, Transmission
     Owners or distribution companies may request the System
     Operator to change the commitment of a generating Resource
     or the incremental loading on a previously committed
     generating Resource to provide relief for constraints not
     reflected in the System Operator's systems for operating the
     NEPOOL Transmission System or the System Operator's
     operating procedures.  Requests will normally be made to the
     System Operator via the appropriate Satellite unless
     emergency conditions justify immediate communications with
     the Resources.

          Such out of merit operation of units for any
     reliability purposes to provide relief for constraints
     (thermal, voltage or stability) not reflected in the System
     Operator's systems or procedures will result in the
     Resource(s) being designated as a Special Constraint
     Resource and administered in accordance with the provisions
     of this Schedule.  However, in the event a SCR is requested
     on by a Participant and the System Operator also requires
     that unit to be on-line in accordance with the System
     Operator's systems and procedures, the System Operator will
     apply the appropriate flag to reflect the System Operator's
     need for the unit and will only flag the unit as SCR when
     the System Operator does not require the Resource (or when
     changed  dispatch of the unit is requested by the
     Participant).  When a unit would not be operating above its
     Economic Minimum Limit (as defined in Market Rule 1) but for
     the request of the Participant, it shall be flagged as SCR.
     In the event that the System Operator requires that a unit,
     previously designated and flagged as SCR, becomes a unit
     required by the System Operator to be on-line in accordance
     with the System Operator's systems and procedures (including
     economic dispatch or for purposes of RMR, first contingency
     or capacity), the SCR designation and flag will be removed.

     I.   DETERMINING THE AMOUNT TO BE PAID FOR SERVICE UNDER
          THIS SCHEDULE

          Service under this Schedule is to be provided through
     the System Operator.  The Transmission Owner or distribution
     company making a request or on whose behalf a Satellite
     makes a request to change the commitment of a generating
     Resource or the incremental loading on a previously
     committed generating Resource must purchase such service
     through the System Operator.  The Transmission Owner or
     distribution company shall be charged an amount equal to the
     Operating Reserve Credits as calculated pursuant to Market
     Rule 1 related to the Real-Time operation of the Special
     Constraint Resource.

     II.  DETERMINING A GENERATOR'S COMPENSATION FOR PROVIDING
          SERVICE UNDER THIS SCHEDULE

          The Special Constraint Resource is compensated pursuant
     to Market Rule 1 in the same manner as other generating
     Resources dispatched to provide relief for constraints
     reflected in the System Operator's systems for operating the
     NEPOOL Transmission System or the System Operator's
     operating procedures. Operating Reserve Credits (as defined
     in Market Rule 1) associated with the scheduling of Special
     Constraint Resources compensate these Resources for helping
     to maintain NEPOOL Control Area reliability requirements and
     are collected as stated in the NEPOOL Manual for Market Rule
     1 Accounting, M-28.

10.23     The reference in the last paragraph of Attachment F to
     "Regional Transmission Operations Committee" is amended to
     read "Participants Committee".

10.24     The introductory paragraphs to both Attachment G and
     Attachment G-1 are amended by replacing the phrase "Sections
     25, 25A and 25B" with the phrase "Section 25".

10.25     Attachment G-2 (List of Certain Arrangements over
     External Ties) is amended to read as set forth in Exhibit 1.

10.26     A new Attachment G-3 (Complete List of Excepted
     Transaction (Transmission) Agreements over External Ties) is
     added to read as set forth in Exhibit 2.

10.27     The first paragraph in the Form of Facilities Study
     Agreement set forth in Attachment J is amended by replacing
     the phrase "NEPOOL Transmission System" with the term "PTF".

10.28     Section 8 in the Form of Facilities Study Agreement set
     forth in Attachment J is amended to read as follows:

     Nothing in this Agreement shall be interpreted to give the
     Transmission Customer immediate rights to interconnect to or
     wheel over the Pool Transmission Facilities.  Such rights
     shall be provided for under separate agreement.

10.29     The fourth sentence of Section II.E of Atachment L
     (Financial Assurance Policy for NEPOOL Members) is amended
     to replace the term "Entitlements" with the term "Ownership
     Shares".

10.30     Section 2.3(f) of Attachment N (New England Power Pool
     Billing Policy) is amended so that it reads as follows:

     Sanctions Charges.  Any Charges assessed on the Participant
     pursuant to Appendix B of Market Rule 1.

10.31     The third sentence of the second paragraph of Section
     3.3(j) of Attachment N is amended to read as follows:

     If a suspended Participant has the obligation under
     applicable Market Rules to bid any of its Ownership Shares
     to provide Market Products under Market Rule 1, that
     obligation shall continue notwithstanding the Participant's
     suspension and any transfers of Market Products occurring
     under the Market Rule 1 as a result of any such bid shall be
     effective.

10.32     Attachment O (Financial Assurance Policy for Non-
     Participant FTR Customers) is amended by replacing the
     phrase "under the Tariff and the applicable Market Rules"
     with the phrase "pursuant to Market Rule 1".

10.33     The reference Section K of the Attachment F
     Implementation Rule to "Management Committee" is amended to
     read "Participants Committee".


10.34     The reference to "Transmission network" in Appendix A
     to the Attachment F Implementation Rule "Rules for
     Determining Investment to be Included in PTF" is amended by
     replacing the word "Transmission" with the word
     "transmission" after "New England" in Section A.

EXHIBIT 1
Ninety-Third Agreement

<TABLE>
<CAPTION>

     ATTACHMENT G-2: List of Certain Arrangements over External Ties

  Attachment G-2 is a listing of agreements which relates to the use of
                   the tie lines to New York.

<S>       <C>         <C>            <C>          <C>       <C>      <C>      <C>

                                    Description,                              Comments
                                    Purpose of    Effective  End      Amount  FERC
Item#    Provider     Receiver      Service         Date     Date     (MW's)  Docket #'s

 1       VT Electric  VT Public     To import     03/01/90   10/2003  14 MW
         Power Co.    Systems       NYPA power

 2       VT Electric  VT Public     To import     02/16/95   10/2003   5 MW S
         Power Co.    Power Supply  power from                         7 MW W
                      Authority     New York State
                      (VPPSA)       Electric & Gas
                                    Company
                                    (NYSE&G)

 3       VT Electric   VPPSA        To import      11/01/93   10/98     9 MW
         Power Co.                  power from
                                    Niagara Mohawk

 4       VT Electric   City of      To import      05/01/98   12/2009  10 MW
         Power Co.     Burlington   power from
                                    NYSE&G -
                                    signed
                                    04/01/96

 5       NRTG          NEP TDUs     FIRM Network     3/1/97   10/31/03  37 MW
                       & Norwood    Service - NYPA
                                    Power portion
                                    of NEP-TDU
                                    Network Loads

 6      NU or          CMEEC        Comprehensive   11/29/90   1/1/09    21 MW   ER91-209-000,
        NRTG?                       Transmission                                 ER93-297-000
                                    Service
                                    Agreement

 7      NU or         Chicopee      Comprehensive   11/1/95   10/31/09    6 MW   ER85-689-000,
        NRTG?                       Transmission                                 ER93-219-000
                                    Service
                                    Agreement

 8      NU or         South Hadley  Comprehensive   11/1/95   7/1/10      2 MW   EC90-10-000,
        NRTG?                       Transmission                                 ER85-689-000
                                    Service                                      ER720-000
                                    Agreement

 9      NU or          Westfield    Comprehensive    1/1/95   7/1/10      4 MW
        NRTG?                       Transmission
                                    Service
                                    Agreement


10      NU or         Holyoke      FIRM Network       ?      10/31/03     4 MW
        NRTG?                      Service- NYPA
                                   Power portion
                                   of Holyoke
                                   Network Load

</TABLE>

Exhibit 2
Ninety-Third Agreement

<TABLE>
<CAPTION>

 ATTACHMENT G-3: Complete list of Excepted Transaction (Transmission)
                    Agreements  over External Ties

Attachment G-3 is a comprehensive list of Excepted Transaction
Agreements that relate to the use of ties with neighboring Control
Areas ("External Ties").  The party responsible for paying the
Congestion Cost associated with energy purchased under the Excepted
Transactions listed in Attachment G-3 will retain their existing
contract rights for physical scheduling of a transaction at the
External Node associated with the Excepted Transaction until such
party elects to be allocated Auction Revenue Rights pursuant to Market
Rule 1.  Until the party responsible for paying the Congestion Cost
associated with energy purchased under an Excepted Transaction listed
in Attachment G-3 elects to be allocated Auction Revenue Rights, the
Excepted Transaction shall have physical scheduling and curtailment
rights in accordance with Section 25F(a) of this Tariff.  Once the
party responsible for paying the Congestion Cost associated
with energy purchased under the Excepted Transaction elects to be
allocated Auction Revenue Rights, the party will not be able to
revert back to using their contract rights for physical scheduling and
curtailment.

     Imports

<S>       <C>         <C>            <C>          <C>       <C>              <C>     <C>        <C>

                                    Description,            Transmission
                                    Purpose of    Effective Contract End     Amount  External
Item#    Provider     Receiver      Service       Date      Date             (MW's)  Interface  Reference

 1       NRTG         CMEEC        To import
                                   power from    Various    10/31/03         20.9    NE/NY -   Supported by agreements
                                   NYPA to                                           AC        under the RNA,
                                   Participants                                                NOATT Attachments
                                   and non-                                                    G and G-1, and NOATT
                                   Participant                                                 Settlement agreement
                                   Transmission                                                (including "In-Service"
                                   Customers -                                                 Settlement).
                                   NYPA

 2       NRTG         MMWEC       To import      Various    10/31/03          81.8   NE/NY -   Supported by agreements
                                  power from                                         AC        under the RNA,
                                  NYPA to                                                      NOATT Attachments
                                  Participants                                                 G and G-1, and NOATT
                                  and non-                                                     Settlement agreement
                                  Participant                                                  (including NEPOOL
                                  Transmission                                                 Absorption of NEP
                                  Customers -                                                  Tariff No 9
                                  NYPA                                                         obligations, certain
                                                                                               All  Requirements
                                                                                               services of NEP, and
                                                                                               "In-Service"
                                                                                               Settlement).

 3       NRTG         Pascog      To import     Various    10/31/03            2.4   NE/NY -   Supported by agreements
                                  power from                                         AC        under the RNA,
                                  NYPA to                                                      NOAA Attachments
                                  Participants                                                 G and G-1, and NOATT
                                  and non-                                                     Settlement agreement
                                  Participant                                                  (including "In-
                                  Transmission                                                 Service" Settlement).
                                  Customers -
                                  NYPA


 4       NRTG         VT          To import    Various     10/31/03           15     NE/NY -   Supported by agreements
                      Public      power from                                         AC        under the RNA,
                      Systems     NYPA to                                                      NOAA Attachments
                                  Participants                                                 G and G-1, and NOATT
                                  and non-                                                     Settlement agreement
                                  Participant                                                  (including "In-
                                  Transmission                                                 Service" Settlement).
                                  Customers -
                                  NYPA

 5       VELCO        VT          To import     02/16/95   10/31/03          5/6-S   NE/NY -   See attachment G-2,
                      Power       power from                                 7 - W   AC        Item #2
                      Supply      New York
                      Authority   State
                                  Electric
                                  & Gas Company
                                  (NYSE&G)


 6       VELCO        City of     To import      05/01/98  12/31/09          10      NE/NY -   See attachment G-2,
                      Burlington  power from                                         AC        Item # 4
                                  New York
                                  State
                                  Electric
                                  & Gas Company
                                  (NYSE&G)

</TABLE>

           Notes: Summer (S) = March through October; Winter (W) = November
           through February.
           NRTG = NEPOOL Regional Transmission Group
           Item #5 = Summer allocation increases from 5 MW to 6 MW on 4/1/2003



<TABLE>
<CAPTION>

     Exports

<S>       <C>         <C>            <C>          <C>       <C>              <C>     <C>        <C>

                                    Description,            Transmission
                                    Purpose of    Effective Contract End     Amount  External
Item#    Provider     Receiver      Service       Date      Date             (MW's)  Interface  Reference



 7       NU           NUSCO         To export     10/1/96   09/30/06         200      NE/NY -   See Attachment G,
                                    power from                                        AC        Item # 28
                                    NEPOOL into
                                    the NY Power
                                    Pool over the
                                    1385 line

</TABLE>