Exhibit 3.2.2

CERTIFICATE AMENDING OR RESTATING CERTIFICATE OF INCORPORATION
61-38  Rev. 9/90
Stock Corporation


                         STATE OF CONNECTICUT
                         SECRETARY OF THE STATE
                         30 TRINITY STREET
                         HARTFORD, CT 06106



1.   Name of Corporation (Please enter name within lines)

     The Connecticut Light and Power Company

2.   The Certificate of Incorporation is:  (Check one)

X    A.   Amended only, pursuant to Conn., Gen. Stat. Section 33-360

B.   Amended only, to cancel authorized shares (state number of shares to be
canceled, the class, the series, if any, and the par value, P.A. 90-107.)
     
     C.   Restated only, pursuant to Conn. Gen. Stat. Section 33-362(a)

     D.   Amended and restated, pursuant to Conn. Gen. Stat. Section
33-362(c).

     E.   Restated and superseded pursuant to Conn. Gen. Stat. Section
33-362(d).

Set forth here the resolution of amendment and/or restatement.  Use an 8 1/2
x 11 attached sheet if more space is needed.  Conn. Gen. Stat. Section 1-9.

                                   See Attachment A.

(If 2A or 2B is checked, go to 5 & 6 to complete this certificate.  If 2C or
2D is checked, complete 3A or 3B.  If 2E is checked, complete 4.)

3.   (Check one)

A.   This certificate purports merely to restate but not to change the
provisions of the original Certificate of Incorporation as supplemented and
amended to date, and the provisions of this Restated Certificate of
Incorporation (If 3A is checked, go to 5 & 6 to complete this certificate.)

B.   This Restated Certificate of Incorporation shall give effect to the
amendment(s) and purports to restate all those provisions now in effect not
being amended by such new amendment(s).  (If 3B is checked, check 4, if true,
and go to 5 & 6 to complete this Certificate.)

4.   (Check, if true)

     This restated Certificate of Incorporation was adopted by the greatest
vote which would have been required to amend any provision of the Certificate
of Incorporation as in effect before such vote and supersedes such
Certificate of Incorporation.

5.   The manner of adopting the resolution was as follows:  (Check one A, or
B, or C)

X         A.   By the board of directors and shareholders, pursuant to Conn.
          Gen. Stat. Section 33-360.
               Vote of Shareholders:  (Check (i) or (ii), and check (iii) if
          applicable.)

          (i)  X    No shares are required to be voted as a class; the
shareholder's vote was as follows:

          Vote Required for Adoption 8,148,620 Vote Favoring Adoption
12,222,930

(ii)      There are shares of more than one class entitled to vote as a
class.  The designation of each class required for adoption of the resolution
and the vote of each class in favor of adoption were as follows:
          (Use an 8 1/2 x 11 attached sheet if more space is needed.  Conn.
Gen. Stat. Section 1-9.)

(iii)          Check here if the corporation has 100 or more recordholders,
as defined in Conn. Gen. Stat. Section 33-311a(a).

B.   By the board of directors acting alone, pursuant to Conn. Gen. Stat.
Section 33-360(b)(2) or 33-362(a).

     The number of affirmative votes required to adopt such resolution is:

     The number of directors' votes in favor of the resolution was:

We hereby declare, under the penalties of false statement, that the
statements made in the foregoing certificate are true:

(Print or Type)          
Name of President/Vice President
John B. Keane
Signature
/s/John B. Keane

(Print or Type)
Name of Secretary/Assistant Secretary
Mark A. Joyse
Signature
/s/Mark A. Joyse

C.   The corporation does not have any shareholders.  The resolution was
adopted by vote of at least two-thirds of the incorporators before the
organization meeting of the corporation, and approved in writing by all
subscribers for shares of the corporation.  If there are not subscribers,
state NONE below.

We (at least two-thirds of the incorporators) hereby declare, under the
penalties of false statement, that the statements made in the foregoing
certificate are true.

Signed Incorporator                Signed Subscriber
                                   

Signed Incorporator                Signed Subscriber
                                   

Signed Incorporator                Signed Subscriber
                                   

(Use an 8 1/2 x 11 attached sheet if more space is needed.  Conn. Gen. Stat.
Section 1-9)

6.   Dated at Berlin, Connecticut this 26th of December, 1996

          Rec, CC, GS:  (Type or Print)
                       /s/ Tracy A. DeCredico
                       Northeast Utilities Service Company
                       107 Selden Street
                       Berlin, CT  06037

Please provide filer's name and complete address for mailing receipt
                    



               ATTACHMENT A

     (The Connecticut Light and Power Company)

          RESOLVED, that Section IX of Part Two of Article IV of the Restated
Certificate of Incorporation of the Company is hereby amended to read as
follows:


                                   SECTION IX

               IMMUNITY AND INDEMNIFICATION OF DIRECTORS OFFICERS AND AGENTS 

 
      
          No director, officer or agent of the Company shall be held
personally responsible for any action taken in good faith though subsequently
adjudged to be in violation of these Sections.

          Effective January 1, 1997, the Company shall indemnify and advance
expenses to an individual made a party to a proceeding because he/she is or
was a Director of the Company under Section 33-771 of the Connecticut General
Statutes, Revision of 1958, as amended.  The Company shall also indemnify and
advance expenses under Sections 33-770 to 33-778, inclusive, of the
Connecticut General Statutes, to any officer, employee or agent of the
company who is not a director to the same extent as provided to a director.