Exhibit 4.2.17
SUPPLEMENTAL INDENTURE
Dated as of May 1, 1998
To
Indenture of Mortgage and Deed of Trust
Dated as of May 1, 1921
THE CONNECTICUT LIGHT AND POWER COMPANY
TO
BANKERS TRUST COMPANY, Trustee


1998 Series A Bonds, Due June 1, 1999


THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of May 1, 1998

TABLE OF CONTENTS

Parties
Recitals
Granting Clause
Habendum
Grant in Trust

ARTICLE 1.   FORM AND PROVISIONS OF BONDS OF 1998 SERIES A

SECTION 1.01.  	Designation; Amount
SECTION 1.02.  	Form of Bonds of 1998 Series A
SECTION 1.03.  	Provisions of Bonds of 1998 Series A; Interest Accrual
SECTION 1.04.  	Transfer and Exchange of Bonds of 1998 Series A; 
Collateral Agent as 
Registered Holder: Restriction on Transfer of Bonds of 1998 Series A
SECTION 1.05.  	Conditions under which 1998 Series A Bond Not Entitled to 
Benefits of Mortgage
SECTION 1.06.  	No Redemption

ARTICLE 2.  REPAYMENT OF BONDS OF 1998 SERIES A

SECTION 2.01.	Repayment upon reduction of aggregate commitment under the 
Facility

ARTICLE 3.   MISCELLANEOUS

SECTION 3.01.  	Benefits of Supplemental Indenture and Bonds of 1998 
Series A
SECTION 3.02.  	Effect of Table of Contents and Headings
SECTION 3.03.  	Counterparts
SECTION 3.04.  	Payment Due on Holidays

TESTIMONIUM
SIGNATURES
ACKNOWLEDGMENTS


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

SUPPLEMENTAL INDENTURE, dated as of the first day of May, 1998, between THE 
CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing 
under the laws of the State of Connecticut (hereinafter called "CL&P"), and 
BANKERS TRUST COMPANY, a corporation organized and existing under the laws of 
the State of New York (hereinafter called the "Trustee").

WHEREAS, CL&P heretofore duly executed, acknowledged and delivered to the 
Trustee a certain Indenture of Mortgage and Deed of Trust dated as of May 1, 
1921, and sixty-eight Supplemental Indentures thereto dated respectively as 
of May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, 
July 1, 1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 
1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, 
October 1, 1945, November 1, 1949, December 1, 1952, December 1, 1955, 
January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1, 
1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969, 
January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April 1, 
1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1, 1977, March 
1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, 
July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 
1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, 
June 1, 1989, September 1, 1989 , December 1, 1989, April 1, 1992, July 1, 
1992, October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 
1, 1994, February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996, 
January 1, 1997, May 1, 1997, June 1, 1997 and June 1, 1997 (said Indenture 
of Mortgage and Deed of Trust (i) as heretofore amended, being hereinafter 
generally called the "Mortgage Indenture," and (ii) together with said 
Supplemental Indentures thereto, being hereinafter generally called the 
"Mortgage"), all of which have been duly recorded as required by law, for the 
purpose of securing its First and Refunding Mortgage Bonds (of which 
$1,726,000,000 aggregate principal amount are outstanding at the date of this 
Supplemental Indenture) in an unlimited amount, issued and to be issued for 
the purposes and in the manner therein provided, of which Mortgage this 
Supplemental Indenture is intended to be made a part, as fully as if therein 
recited at length; 

WHEREAS, in order to provide a single, comprehensive, efficient framework for 
the financing of nuclear fuel for Millstone 1 and Millstone 2, as well as 
CL&P's and Western Massachusetts Electric Company's ("WMECO" and, together 
with CL&P, the "Companies") approximately 65.172% ownership interest in the 
nuclear fuel for Millstone 3, the Companies entered into arrangements with 
Bankers Trust Company, not in its individual capacity but solely as trustee 
(the "NBFT Trustee") of the Niantic Bay Fuel Trust (the "Trust") which was 
specially created for the purpose of such financing pursuant to a Trust 
Agreement dated as of January 4, 1982, as amended and restated as of February 
11, 1992 (the "Trust Agreement"), among Bankers Trust Company, as trustee, 
State Street Bank and Trust Company of Connecticut, National Association 
(which is the successor trustor to the New Connecticut Bank and Trust 
Company, National Association, as assignee of the Federal Deposit Insurance 
Corporation, as receiver of The Connecticut Bank and Trust Company, National 
Association), as Trustor (the "Trustor"), and CL&P, WMECO and The Hartford 
Electric Light Company (which merged with and into CL&P on June 30, 1982), as 
beneficiaries;

WHEREAS, pursuant to a Nuclear Fuel Lease Agreement (the "Lease Agreement") 
dated as of January 4, 1982, as amended and restated as of February 11, 1992, 
between CL&P and WMECO, The Hartford Electric Light Company, and the NBFT 
Trustee, the Companies have assigned to the NBFT Trustee all of their right, 
title, and interest in and to all or part of certain nuclear fuel contracts 
and nuclear fuel and the NBFT Trustee, in turn, has agreed to either 
reimburse the Companies for payments made to contractors under the assigned 
nuclear fuel contracts or to make such payments directly to the contractors; 

WHEREAS, as part of the nuclear fuel financing arrangements for the Millstone 
Units, the NBFT Trustee entered into a revolving credit facility (the 
"Facility") with a syndicate of banks which, pursuant to its terms, was 
scheduled to expire on February 19, 1998 and, in connection therewith, a 
credit agreement dated as of February 11, 1992, as amended pursuant to a 
First Amendment dated as of April 30, 1993 and a Second Amendment dated as of 
May 12, 1995, with each of the financial institutions party thereto, and The 
First National Bank of Chicago (the "Bank Agent"), as agent for such 
financial institutions (as so named and as it may have been otherwise 
supplemented, amended or modified through the date hereof the "Current Credit 
Agreement" and together with any replacement therefor, the "Credit 
Agreement");

WHEREAS, in order to induce the banks to extend the Facility through July 31, 
1998, the Companies were required to agree to provide additional collateral, 
equal to 50 percent of the banks' commitment under the Facility, by May 1, 
1998 in the form of first mortgage bonds, as set forth in a Third Amendment 
and Waiver to Credit Agreement dated as of February 19, 1998 (the 
"Amendment"); 

WHEREAS, to satisfy the requirement under the Amendment and to meet a 
contractual requirement that the holders of the Trust's Intermediate Term 
Notes (the "IT Notes") are entitled to equal treatment with the banks, CL&P 
agreed, by appropriate and sufficient corporate action in conformity with the 
provisions of the Mortgage to create a further series of bonds under the 
Mortgage, First and Refunding Mortgage Bonds, 1998 Series A (hereinafter 
generally referred to as the "1998 Series A Bonds" or the "bonds of 1998 
Series A"), limited in principal amount to $72,900,000 to be issued to secure 
CL&P's obligations under the Lease Agreement and to be assigned by the NBFT 
Trustee to The First National Bank of Chicago as Collateral Agent and Pledgee 
(the "Collateral Agent") under a certain Security Agreement and Assignment of 
Contracts dated as of January 4, 1982, as amended and restated February 11, 
1992, (the "Security Agreement") between the NBFT Trustee and the Collateral 
Agent for the ratable benefit of the Secured Parties referred to therein (the 
"Secured Parties").  The 1998 Series A Bonds shall consist of fully 
registered bonds containing terms and provisions duly fixed and determined by 
the Board of Directors of CL&P and expressed in this Supplemental Indenture, 
including terms and provisions with respect to maturity, interest payment, 
interest rate and repayment as provided herein.  Such fully registered bonds 
and the Trustee's certificate of its authentication thereof to be 
substantially in the forms thereof respectively set forth in Schedule A 
appended hereto and made a part hereof;

WHEREAS, the execution and delivery of this Supplemental Indenture and the 
issue of not exceeding Seventy-Two Million Nine Hundred Thousand Dollars 
($72,900,000) in aggregate principal amount of bonds of 1998 Series A and 
other necessary actions have been duly authorized by the Board of Directors 
of CL&P; 

WHEREAS, CL&P proposes to execute and deliver this Supplemental Indenture to 
provide for the issue of the bonds of 1998 Series A and to confirm the lien 
of the Mortgage on the property referred to below, all as permitted by 
Section 14.01 of the Mortgage Indenture; and

WHEREAS, all acts and things necessary to constitute this Supplemental 
Indenture a valid, binding and legal instrument and to make the bonds of 1998 
Series A when executed by CL&P and authenticated by the Trustee valid, 
binding and legal obligations of CL&P have been authorized and performed;

NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST 
WITNESSETH:

That in order to secure the payment of the principal of and interest on all 
bonds issued and to be issued under the Mortgage, according to their tenor 
and effect, and according to the terms of the Mortgage and this Supplemental 
Indenture, and to secure the performance of the covenants and obligations in 
said bonds and in the Mortgage and this Supplemental Indenture respectively 
contained, and for the better assuring and confirming unto the Trustee, its 
successor or successors and its or their assigns, upon the trusts and for the 
purposes expressed in the Mortgage and this Supplemental Indenture, all and 
singular the hereditaments, premises, estates and property of CL&P thereby 
conveyed or assigned or intended so to be, or which CL&P may thereafter have 
become bound to convey or assign to the Trustee, as security for said bonds 
(except such hereditaments, premises, estates and property as shall have been 
disposed of or released or withdrawn from the lien of the Mortgage and this 
Supplemental Indenture, in accordance with the provisions thereof and subject 
to alterations, modifications and changes in said hereditaments, premises, 
estates and property as permitted under the provisions thereof), CL&P, for 
and in consideration of the premises and the sum of One Dollar ($1.00) to it 
in hand paid by the Trustee, the receipt whereof is hereby acknowledged, and 
of other valuable consideration, has granted, bargained, sold, assigned, 
mortgaged, pledged, transferred, set over, aliened, enfeoffed, released, 
conveyed and confirmed, and by these presents does grant, bargain, sell, 
assign, mortgage, pledge, transfer, set over, alien, enfeoff, release, convey 
and confirm unto said Bankers Trust Company, as Trustee, and its successor or 
successors in the trust created by the Mortgage and this Supplemental 
Indenture, and its and their assigns, all of said hereditaments, premises, 
estates and property (except and subject as aforesaid), as fully as though 
described at length herein.  Together with all plants, buildings, structures, 
improvements and machinery located upon said real estate or any portion 
thereof, and all rights, privileges and easements of every kind and nature 
appurtenant thereto, and all and singular the tenements, hereditaments and 
appurtenances belonging to the real estate or any part thereof described or 
referred to therein or intended so to be, or in any wise appertaining 
thereto, and the reversions, remainders, rents, issues and profits thereof, 
and also all the estate, right, title, interest, property, possession, claim 
and demand whatsoever, as well in law as in equity, of CL&P, of, in and to 
the same and any and every part thereof, with the appurtenances; except and 
subject as aforesaid.

TO HAVE AND TO HOLD all and singular the property, rights and privileges 
hereby granted or mentioned or intended so to be, together with all and 
singular the reversions, remainders, rents, revenues, income, issues and 
profits, privileges and appurtenances, now or hereafter belonging or in any 
way appertaining thereto, unto the Trustee and its successor or successors in 
the trust created by the Mortgage and this Supplemental Indenture, and its 
and their assigns, forever, and with like effect as if the above described 
property, rights and privileges had been specifically described at length in 
the Mortgage and this Supplemental Indenture.

Subject, however, to permitted liens, as defined in the Mortgage Indenture.  

IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and this 
Supplemental Indenture for those who shall hold the bonds and coupons issued 
and to be issued thereunder, or any of them, without preference, priority or 
distinction as to lien of any of said bonds and coupons over any others 
thereof by reason of priority in the time of the issue or negotiation 
thereof, or otherwise howsoever, subject, however, to the provisions in 
reference to extended, transferred or pledged coupons and claims for interest 
set forth in the Mortgage and this Supplemental Indenture (and subject to any 
sinking fund that may heretofore have been or hereafter be created for the 
benefit of any particular series).

And it is hereby covenanted that all such bonds of 1998 Series A are to be 
issued, authenticated and delivered, and that the mortgaged premises are to 
be held by the Trustee, upon and subject to the trusts, covenants, provisions 
and conditions and for the uses and purposes set forth in the Mortgage and 
this Supplemental Indenture and upon and subject to the further covenants, 
provisions and conditions and for the uses and purposes hereinafter set 
forth, as follows, to wit:

ARTICLE 1.
FORM AND PROVISIONS OF BONDS OF 1998 SERIES A

SECTION 1.01.  Designation; Amount.  The bonds of 1998 Series A shall be 
designated "First and Refunding Mortgage Bonds, 1998 Series A" and, subject 
to Section 2.08 of the Mortgage Indenture, shall not exceed Seventy-Two 
Million Nine Hundred Thousand Dollars ($72,900,000) in aggregate principal 
amount at any one time outstanding.  The initial issue of the bonds of 1998 
Series A may be effected upon compliance with the applicable provisions of 
the Mortgage Indenture.

SECTION 1.02.  Form of Bonds of 1998 Series A.  The bonds of 1998 Series A 
shall be issued only in fully registered form without coupons in 
denominations of One Thousand Dollars ($1,000) and multiples thereof.

The bonds of 1998 Series A and the certificate of the Trustee upon said bonds 
shall be substantially in the forms thereof respectively set forth in 
Schedule A appended hereto.

SECTION 1.03.  Provisions of Bonds of 1998 Series A; Interest Accrual.  The 
bonds of 1998 Series A shall mature on June 1, 1999 and shall bear interest 
at the Lease Rate (as defined below), as applicable from time to time, but 
such interest shall accrue only upon and following the occurrence and during 
the continuance of an Accelerating Event (as defined below); provided, 
however, that in no event shall the interest rate payable on the 1998 Series 
A Bonds exceed 11% per annum; and shall be payable both as to principal and 
interest at the office or agency of CL&P in the Borough of Manhattan, New 
York, New York, in any coin or currency of the United States of America which 
at the time of payment is legal tender for the payment of public and private 
debts.  After a responsible officer of the Trustee shall have received 
written notice from the Collateral Agent of the occurrence of an Accelerating 
Event, specifying in reasonable detail the events giving rise to the 
Accelerating Event and the date of its occurrence, interest on the 
outstanding 1998 Series A Bonds shall be due and payable on demand; provided, 
however, that upon the occurrence of an Accelerating Event which is an 
Insolvency Event, interest shall be immediately due and payable on demand 
whether or not the Trustee has received notice of the occurrence of such 
Accelerating Event.  Interest shall accrue from and including the date of 
occurrence of an Accelerating Event and shall continue to accrue during the 
continuance of such Accelerating Event.  Interest on the outstanding 1998 
Series A Bonds shall cease to accrue following the discontinuance of any such 
Accelerating Event as evidenced by a written notice from an officer of the 
Collateral Agent to a responsible officer of the Trustee, and any interest on 
the outstanding 1998 Series A Bonds that has accrued but has not yet become 
due and payable at the time such notice is given shall be extinguished and 
shall not be required to be paid at any time thereafter.

Except as specified in the preceding paragraph, no interest shall accrue or 
be payable on the 1998 Series A Bonds.

An "Accelerating Event" shall be deemed to have occurred on any date on which 
an Event of Default (as defined in the Security Agreement) shall have 
occurred and be continuing.

An "Insolvency Event" shall be deemed to have occurred on any date an Event 
of Default described in Section 7.1.1 or 7.1.2 of the Current Credit 
Agreement, or an Event of Default of the same nature described in any Credit 
Agreement or any IT Note Agreement, (as defined in the Lease Agreement), 
shall have occurred and be continuing.

The term "Lease Rate" shall mean for any day that rate sufficient to generate 
interest due on the outstanding 1998 Series A Bonds for such day in an 
aggregate amount equal to that portion of the Daily Lease Charge (as defined 
in the Lease Agreement) for such day which is the obligation of CL&P under 
the Lease Agreement, but in no event shall such rate exceed 11% per annum.  
From time to time following the occurrence of an Accelerating Event, CL&P at 
the request of the Collateral Agent shall certify to the Collateral Agent, 
the Trustee and the NBFT Trustee the applicable Lease Rate for each day of 
the period covered by such certificate.

If any amounts due under the Credit Agreement or any IT Note Agreement (as 
defined in the Lease Agreement) shall become, or any bank acting as agent on 
behalf of the financial institutions party to the Credit Agreement or the 
holder or holders of any IT Notes shall so declare amounts due under such 
Credit Agreement or IT Note Agreement, as the case may be, to be, forthwith 
due and payable pursuant to the terms of such Credit Agreement or IT Note 
Agreement, as the case may be, the entire principal of the bonds of 1998 
Series A, together with interest accrued but unpaid thereon, shall without 
notice or demand of any kind, become immediately due and payable.

Anything in the Mortgage, this Supplemental Indenture or any bond of 1998 
Series A to the contrary notwithstanding, the bonds of 1998 Series A shall be 
deemed paid, and all obligations of CL&P to pay at the times provided herein 
the principal of, premium, if any, and interest on the bonds of 1998 Series A 
shall be satisfied and discharged, if and to the extent, that (A) the Current 
Credit Agreement is terminated in its entirety and all obligations thereunder 
shall have been paid in full and CL&P shall not have given notice to the 
Trustee that such 1998 Series A Bonds shall remain outstanding, (B) each of 
the financial institutions party to the Credit Agreement has agreed in 
writing that the 1998 Series A Bonds shall be deemed paid, or (C) on June 1, 
1999, no Event of Default (as defined in the Security Agreement) shall have 
occurred and be continuing; it being understood that the actual indebtedness 
evidenced by the 1998 Series A Bonds as of any time shall be limited to 81% 
of the Secured Obligations (as defined in the Security Agreement) as 
determined at such time, that at no time shall any claim be made for 
principal and interest on the 1998 Series A Bonds in excess of 81% of the 
Secured Obligations as determined at such time, and that, to the extent that 
the outstanding principal amount of the 1998 Series A Bonds exceeds such 
amount, neither the Secured Parties nor the Collateral Agent shall have any 
right under, or right to exercise any right granted to the holders of such 
excess 1998 Series A Bonds under, the Mortgage.  The Trustee shall be 
entitled to rely on written notice from the Collateral Agent that no Event of 
Default has occurred and is continuing under the Security Agreement.

Each bond of 1998 Series A shall be dated as of May 1, 1998 and shall bear 
interest on the principal amount thereof as provided herein. 

The person in whose name any bond of 1998 Series A is registered at the close 
of business on any record date (as hereinafter defined) with respect to any 
interest payment date shall be entitled to receive the interest payable on 
such interest payment date notwithstanding the cancellation of such bond upon 
any registration of transfer or exchange thereof subsequent to the record 
date and prior to such interest payment date, except that if and to the 
extent CL&P shall default in the payment of the interest due on such interest 
payment date, then such defaulted interest shall be paid to the person in 
whose name such bond is registered on a subsequent record date for the 
payment of defaulted interest if one shall have been established as 
hereinafter provided and otherwise on the date of payment of such defaulted 
interest.  A subsequent record date may be established by CL&P by notice 
mailed to the owners of the bonds of 1998 Series A not less than ten (10) 
days preceding such record date, which record date shall not be more than 
five (5) days prior to the subsequent interest payment date.  The term 
"record date" as used in this Section with respect to any regular interest 
payment date shall mean the day next preceding such interest payment date, or 
if such day shall not be a Business Day, the next preceding day which shall 
be a Business Day. 

SECTION 1.04.  Transfer and Exchange of Bonds of 1998 Series A; Agent as 
Registered Holder: Restriction on Transfer of Bonds of 1998 Series A.  The 
bonds of 1998 Series A may be surrendered for registration of transfer as 
provided in Section 2.06 of the Mortgage Indenture at the office or agency of 
CL&P in the Borough of Manhattan, New York, New York, and may be surrendered 
at said office for exchange for a like aggregate principal amount of bonds of 
1998 Series A of other authorized denominations.  Notwithstanding the 
provisions of Section 2.06 of the Mortgage Indenture, no charge, except for 
taxes or other governmental charges, shall be made by CL&P for any 
registration of transfer of bonds of 1998 Series A or for the exchange of any 
bonds of 1998 Series A for such bonds of other authorized denominations.

The bonds of 1998 Series A shall be issued to and registered in the name of 
THE FIRST NATIONAL BANK OF CHICAGO, as Pledgee and Collateral Agent under the 
Security Agreement for the ratable benefit of the Secured Parties named in 
the Security Agreement and, anything in the Mortgage, this Supplemental 
Indenture or any bond of 1998 Series A to the contrary notwithstanding, the 
bonds of 1998 Series A shall not be sold, assigned, pledged or transferred, 
except to effect the transfer to any successor Collateral Agent under the 
Security Agreement.

SECTION 1.05.  Conditions under which 1998 Series A Bond Not Entitled to 
Benefits of Mortgage.  Anything in the Mortgage, this Supplemental Indenture 
or any bond of 1998 Series A to the contrary notwithstanding, (i) the actual 
indebtedness evidenced by the 1998 Series A Bonds as of any time shall be 
limited to 81% of the amount of the Secured Obligations (as defined in the 
Security Agreement) as determined at such time; (ii) at no time shall any 
claim be made for principal and interest on the 1998 Series A Bonds in excess 
of 81% of the amount of such Secured Obligations as determined at such time; 
and (iii) to the extent that the outstanding principal amount of the 1998 
Series A Bonds exceeds such amount, neither the Collateral Agent nor the 
Secured Parties (as defined in the Security Agreement) shall have any right 
under, or right to exercise any right granted to the holders of such excess 
1998 Series A Bonds under, the Mortgage.

SECTION 1.06.  No Redemption.  The bonds of 1998 Series A shall not be 
redeemable.

ARTICLE 2.
REPAYMENT OF BONDS OF 1998 SERIES A.

SECTION 2.01.  Repayment upon reduction of Aggregate Commitment under the 
Facility.  Upon written notice by the Collateral Agent to the Trustee (i) 
that the Current Credit Agreement has been amended to reduce or cancel the 
Aggregate Commitment (as defined in the Current Credit Agreement) of the 
banks thereunder, and (ii) that upon the making of any repayment of 
outstanding advances, if any, required pursuant to the terms of the Current 
Credit Agreement as a result of such reduction or cancellation, the sum of 
the then outstanding principal amount of the IT Notes and the greater of the 
Aggregate Commitment under the Current Credit Agreement and the aggregate 
principal amount of all loans outstanding under the Current Credit Agreement 
equals less than $90,000,000, bonds of the 1998 Series A, in a principal 
amount equal to 81% of the amount by which the principal amount of the then 
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds the sum 
of the then outstanding principal amount of the IT Notes and the greater of 
the Aggregate Commitment under the Current Credit Agreement and the aggregate 
principal amount of all loans outstanding under the Current Credit Agreement, 
shall be deemed paid and all obligations of CL&P hereunder and thereunder 
with respect to such principal amount of 1998 Series A Bonds shall be deemed 
satisfied and discharged.

ARTICLE 3.
MISCELLANEOUS.

SECTION 3.01.  Benefits of Supplemental Indenture and Bonds of 1998 Series A.  
Nothing in this Supplemental Indenture, or in the bonds of 1998 Series A, 
expressed or implied, is intended or shall be construed to give to any person 
or corporation other than CL&P, the Trustee and the holders of the bonds and 
interest obligations secured by the Mortgage and this Supplemental Indenture, 
any legal or equitable right, remedy or claim under or in respect of this 
Supplemental Indenture or of any covenant, condition or provision herein 
contained.  All the covenants, conditions and provisions hereof are and shall 
be for the sole and exclusive benefit of CL&P, the Trustee and the holders of 
the bonds and interest obligations secured by the Mortgage and this 
Supplemental Indenture.

SECTION 3.02.  Effect of Table of Contents and Headings. The table of 
contents and the descriptive headings of the several Articles and Sections of 
this Supplemental Indenture are inserted for convenience of reference only 
and are not to be taken to be any part of this Supplemental Indenture or to 
control or affect the meaning, construction or effect of the same.

SECTION 3.03.  Counterparts.  For the purpose of facilitating the recording 
hereof, this Supplemental Indenture may be executed in any number of 
counterparts, each of which shall be and shall be taken to be an original and 
all collectively but one instrument.

SECTION 3.04.  Payment Due on Holidays.  If the date for making any payment 
or the last date for performance of any act or the exercise of any right, as 
provided in this Supplemental Indenture, is not a Business Day, such payment 
may be made or act performed or right exercised on the next succeeding 
Business Day unless otherwise provided herein, with the same force and effect 
as if done on the nominal date provided in this Supplemental Indenture. 

IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused these 
presents to be executed by a Vice President and its corporate seal to be 
hereunto affixed, duly attested by an Assistant Secretary, and Bankers Trust 
Company has caused these presents to be executed by an Assistant Vice 
President and its corporate seal to be hereunto affixed, duly attested by an 
Assistant Treasurer, as of the day and year first above written.

THE CONNECTICUT LIGHT AND 
  POWER COMPANY
Attest:

By: /s/  O. Kay Comendul			By: /s/  John B. Keane

Name:   O. Kay Comendul			Name:   John B. Keane
Title:     Assistant Secretary	Title:     Vice President and Treasurer

(SEAL)
Signed, sealed and delivered in the presence of:

/s/ Tracy A. DeCredico
Tracy A. DeCredico

/s/ Marion Bloomquist
Marion Bloomquist
STATE OF CONNECTICUT)
)	ss: BERLIN
COUNTY OF HARTFORD	)

On this 27th day of April, 1998, before me, Carole J. Kobrzycki, the 
undersigned officer, personally appeared John B. Keane and O. Kay Comendul, 
who acknowledged themselves to be Vice President and Treasurer and Assistant 
Secretary, respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY, a 
corporation, and that they, as such Vice President and Treasurer and such 
Assistant Secretary, being authorized so to do, executed the foregoing 
instrument for the purpose therein contained, by signing the name of the 
corporation by themselves as Vice President and Treasurer and Assistant 
Secretary, and as their free act and deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

/s/  Carole J. Kobrzycki
Carole J. Kobrzycki
Notary Public
My Commission Expires:   January 31, 2003


BANKERS TRUST COMPANY
Attest:

/s/  Jason C. Theriault			By: /s/  Vincent Chorney
Name:   Jason C. Theriault		Name:   Vincent Chorney
Title:    Assistant Treasurer		Title:     Assistant Vice President

(SEAL)
Signed, sealed and delivered in the presence of:

 /s/  David Beane
David Beane

 /s/  Sonia Egge
Sonia Egge

STATE OF NEW YORK   )
)	ss: NEW YORK
COUNTY OF NEW YORK  )

On this 27th day of April, 1998, before me, Sharon V. Alston, the undersigned 
officer, personally appeared Vincent Chorney and Jason C. Theriault, who 
acknowledged themselves to be an Assistant Vice President and an Assistant 
Treasurer, respectively, of BANKERS TRUST COMPANY, a corporation, and that 
they, as such Assistant Vice President and such Assistant Treasurer, being 
authorized so to do, executed the foregoing instrument for the purposes 
therein contained, by signing the name of the corporation by themselves as 
Assistant Vice President and Assistant Treasurer, and as their free act and 
deed.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.


/s/  Sharon V. Alston
Sharon V. Alston
Notary Public
My Commission Expires:   May 7, 1998


SCHEDULE A

(FORM OF BONDS OF 1998 SERIES A)

THIS BOND IS TRANSFERABLE ONLY AS PROVIDED HEREIN

No.					$

THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE BOND, 1998 Series A
PRINCIPAL DUE JUNE 1, 1999


FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation 
organized and existing under the laws of the State of Connecticut 
(hereinafter called the Company) hereby promises to pay to THE FIRST NATIONAL 
BANK OF CHICAGO, or registered assigns, in each case as Pledgee and 
Collateral Agent for the benefit of the Secured Parties (as such term is 
defined in the Security Agreement referred to on the reverse hereof), the 
principal sum of              or, if less, 81% of the aggregate Secured 
Obligations (as defined in the Security Agreement referred to on the reverse 
hereof) outstanding on June 1, 1999 or any date before June 1, 1999 on which 
the principal hereof becomes due and payable.  The Company further agrees to 
pay interest on said sum at the Lease Rate (as such term and all other 
capitalized terms used but not otherwise defined herein are defined in the 
Mortgage referred to on the reverse hereof) as applicable from time to time, 
but such interest shall accrue only upon and following the occurrence and 
during the continuance of an Accelerating Event; provided, however, that in 
no event shall the interest rate payable on the 1998 Series A Bonds exceed 
11% per annum.  After a responsible officer of the Trustee shall have 
received written notice from the Collateral Agent of the occurrence of an 
Accelerating Event, specifying in reasonable detail the events giving rise to 
the Accelerating Event and the date of its occurrence, interest hereon shall 
be due and payable on demand; provided, however, that upon the occurrence of 
an Accelerating Event which is an Insolvency Event, interest shall be 
immediately due and payable on demand whether or not the Trustee has received 
notice of the occurrence of such Accelerating Event.  Interest shall accrue 
from and including the date of occurrence of an Accelerating Event and shall 
continue to accrue during the continuance of such Accelerating Event.  
Interest hereon shall cease to accrue following the discontinuance of the 
Accelerating Event as evidenced by written notice from an officer of the 
Collateral Agent to a responsible officer of the Trustee, and any interest 
hereon that has accrued but has not yet become due and payable at the time 
such notice is given shall be extinguished and shall not be required to be 
paid at any time thereafter.  The bonds of 1998 Series A shall be payable 
both as to principal and interest at the office or agency of the Company in 
the Borough of Manhattan, New York, New York, in any coin or currency of the 
United States of America which at the time of payment is legal tender for the 
payment of public and private debts.  The interest on the bonds of 1998 
Series A, whether in temporary or definitive form, shall be payable without 
presentation of such bonds; and only to or upon the written order of the 
registered holders thereof of record at the applicable record date.  If any 
amounts due under the Credit Agreement or any IT Note Agreement (as defined 
in the Lease Agreement) shall become, or any bank acting as agent on behalf 
of the financial institutions party to the Credit Agreement or the holder or 
holders of any IT Note shall so declare amounts due under such Credit 
Agreement or IT Note Agreement, as the case may be, to be, forthwith due and 
payable pursuant to the terms of such Credit Agreement or IT Note Agreement, 
as the case may be, the entire principal of the bonds of 1998 Series A, 
together with interest accrued but unpaid thereon, shall without notice or 
demand of any kind, become immediately due and payable.

Anything in the Mortgage referred to on the reverse hereof, the supplemental 
indenture establishing the terms and conditions of bonds of this Series (the 
"Supplemental Indenture") or any bond of 1998 Series A to the contrary 
notwithstanding, the bonds of 1998 Series A shall be deemed paid, and all 
obligations of the Company to pay at the times provided herein the principal 
of, premium, if any, and interest on the bonds of 1998 Series A shall be 
satisfied and discharged, if and to the extent, that (A) the Current Credit 
Agreement is terminated in its entirety and all obligations thereunder shall 
have been paid in full and the Company shall not have given notice to the 
Trustee that such 1998 Series A Bonds shall remain outstanding, (B) each of 
the financial institutions party to the Credit Agreement has agreed in 
writing that the 1998 Series A Bonds shall be deemed paid, or (C) on June 1, 
1999, no Event of Default (as defined in the Security Agreement) shall have 
occurred and be continuing; it being understood that the actual indebtedness 
evidenced by the 1998 Series A Bonds as of any time shall be limited to 81% 
of the Secured Obligations (as defined in the Security Agreement) as 
determined at such time, that at no time shall any claim be made for 
principal and interest on the 1998 Series A Bonds in excess of 81% of such 
Secured Obligations as determined at such time, and that, to the extent that 
the outstanding principal amount of the 1998 Series A Bonds exceeds such 
amount, neither the Secured Parties nor the Collateral Agent shall have any 
right under, or right to exercise any right granted to the holders of such 
excess 1998 Series A Bonds under, the Mortgage.  The Trustee shall be 
entitled to rely on written notice from the Collateral Agent, that no Event 
of Default has occurred and is continuing under such Security Agreement.  By 
its acceptance of this Bond, the Collateral Agent agrees upon request of the 
Company to provide such notice to the Trustee so long as no Event of Default 
has occurred and is continuing.

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

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

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

IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused this 
bond to be executed in its corporate name and on its behalf by its Vice 
President by his signature or a facsimile thereof, and its corporate seal to 
be affixed or imprinted hereon and attested by the manual or facsimile 
signature of its Assistant Secretary.

Dated as of             , 1998.

THE CONNECTICUT LIGHT AND POWER COMPANY 


By
     Name:
     Title: Vice President

Attest:



Name:
Title: Assistant Secretary


[FORM OF TRUSTEE'S CERTIFICATE]

Bankers Trust Company hereby certifies that this bond is one of the bonds 
described in the within mentioned Mortgage.

BANKERS TRUST COMPANY, TRUSTEE


By
     Name:
     Title:  Authorized Officer


[FORM OF BOND]

[REVERSE]

THE CONNECTICUT LIGHT AND POWER COMPANY

FIRST AND REFUNDING MORTGAGE BOND, 1998 Series A

This bond is one of an issue of bonds of the Company, of an unlimited 
authorized amount of coupon bonds or registered bonds without coupons, or 
both, known as its First and Refunding Mortgage Bonds, all issued or to be 
issued in one or more series, and is one of a series of said bonds limited in 
principal amount to Seventy-Two Million Nine Hundred Thousand Dollars 
($72,900,000), consisting only of registered bonds without coupons and 
designated "First and Refunding Mortgage Bonds, 1998 Series A," all of which 
bonds are issued or are to be issued under, and equally and ratably secured 
by, a certain Indenture of Mortgage and Deed of Trust dated as of May 1, 
1921, and by sixty-nine Supplemental Indentures dated respectively as of May 
1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 
1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936, 
December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1, 
1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958, 
February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 
1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, 
October 1, 1970, December 1, 1971, August 1, 1972,  April 1, 1973, March 1, 
1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, 
September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1, 
1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987, 
October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1, 
1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, 
October 1, 1992, July 1, 1993, July 1, 1993, December 1, 1993, February 1, 
1994, February 1, 1994, June 1, 1994, October 1, 1994, June 1, 1996, January 
1, 1997, May 1, 1997, June 1, 1997, June 1, 1997 and May 1, 1998 (said 
Indenture of Mortgage and Deed of Trust and Supplemental Indentures being 
collectively referred to herein as the "Mortgage"), all executed by the 
Company to Bankers Trust Company, as Trustee, all as provided in the Mortgage 
to which reference is made for a statement of the property mortgaged and 
pledged, the nature and extent of the security, the rights of the holders of 
the bonds in respect thereof and the terms and conditions upon which the 
bonds may be issued and are secured; but neither the foregoing reference to 
the Mortgage nor any provision of this bond or of the Mortgage (other than 
the last sentence of the next paragraph and Section 1.03 of the Supplemental 
Indenture establishing the terms and conditions of the bonds of this Series) 
shall affect or impair the obligation of the Company, which is absolute, 
unconditional and unalterable, to pay at the maturity herein provided the 
principal of and interest on this bond as herein provided.  The principal of 
this bond may be declared or may become due on the conditions, in the manner 
and at the time set forth in the Mortgage, upon the happening of an event of 
default as in the Mortgage provided or if any amounts due under the Credit 
Agreement or any IT Note Agreement (as such term is defined in the Security 
Agreement referred to below) shall become, or any bank acting as agent on 
behalf of the financial institutions party to the Credit Agreement or the 
holder or holders of any IT Note shall so declare amounts due under such 
Credit Agreement or such IT Note Agreement, as the case may be, to be, 
forthwith due and payable pursuant to the terms of such Credit Agreement or 
IT Note Agreement, as the case may be.

This bond, together with all other bonds of this series, if any, is issued to 
evidence and secure the Company's obligations pursuant to the Lease 
Agreement, it being understood that the actual indebtedness evidenced by the 
1998 Series A Bonds as of any time shall be limited to 81% of the Secured 
Obligations (as defined in the Security Agreement hereinbelow referred to) as 
determined at such time, that at no time shall any claim be made for 
principal and interest on the 1998 Series A Bonds in excess of 81% of such 
Secured Obligations as determined at such time, and that, to the extent that 
the outstanding principal amount of the 1998 Series A Bonds exceeds such 
amount, neither the Secured Parties nor the Collateral Agent shall have any 
right under, or right to exercise any right granted to the holders of such 
excess 1998 Series A Bonds under, the Mortgage.

The bonds of 1998 Series A shall be issued to and registered in the name of 
THE FIRST NATIONAL BANK OF CHICAGO, as Pledgee and Collateral Agent (the 
"Collateral Agent") under a Security Agreement and Assignment of Contracts 
dated as of January 4, 1982, as amended and restated February 11, 1992 
between Bankers Trust Company, not in its individual capacity but solely as 
trustee of the Niantic Bay Fuel Trust which was created pursuant to a Trust 
Agreement dated as of January 4, 1982, as amended and restated as of February 
11, 1992, among Bankers Trust Company, as trustee, State Street Bank and 
Trust Company of Connecticut, National Association (which is the successor 
trustor to the New Connecticut Bank and Trust Company, National Association, 
as assignee of the Federal Deposit Insurance Corporation, as receiver of The 
Connecticut Bank and Trust Company, National Association), as Trustor, and 
the Company, Western Massachusetts Electric Company ("WMECO") and The 
Hartford Electric Light Company (which merged with and into the Company on 
June 30, 1982), as beneficiaries, and the Collateral Agent for the ratable 
benefit of the Secured Parties referred to therein (the "Security 
Agreement").  Anything in the Mortgage, the Supplemental Indenture or any 
bond of 1998 Series A to the contrary notwithstanding, the bonds of 1998 
Series A shall not be sold, assigned, pledged or transferred, except to 
effect the transfer to any successor Collateral Agent under the Security 
Agreement.  Prior to due presentment for registration of transfer of this 
bond the Company and the Trustee may deem and treat the registered owner 
hereof as the absolute owner hereof, whether or not this bond be overdue, for 
the purpose of receiving payment and for all other purposes, and neither the 
Company nor the Trustee shall be affected by any notice to the contrary.  

Upon written notice by the Collateral Agent to the Trustee (i) that the 
Current Credit Agreement has been amended to reduce or cancel the Aggregate 
Commitment (as defined in the Current Credit Agreement) of the banks 
thereunder, and (ii) that upon the making of any repayment of outstanding 
advances, if any, required pursuant to the terms of the Current Credit 
Agreement as a result of such reduction or cancellation, the sum of the then 
outstanding principal amount of the IT Note and the greater of the Aggregate 
Commitment under the Current Credit Agreement and the aggregate principal 
amount of all loans outstanding under the Current Credit Agreement equals 
less than $90,000,000, bonds of the 1998 Series A, in a principal amount 
equal to 81% of the amount by which the principal amount of the then 
outstanding 1998 Series A Bonds held by the Collateral Agent exceeds the sum 
of the then outstanding principal amount of the IT Notes and the greater of 
the Aggregate Commitment under the Current Credit Agreement and the aggregate 
principal amount of all loans outstanding under the Current Credit Agreement, 
shall be deemed paid and all obligations of CL&P hereunder and thereunder 
with respect to such principal amount of 1998 Series A Bonds shall be deemed 
satisfied and discharged.

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

The 1998 Series A Bonds shall not be redeemable.

The Mortgage provides that the Company and the Trustee, with consent of the 
holders of not less than 66 2/3% in aggregate principal amount of the bonds 
at the time outstanding which would be affected by the action proposed to be 
taken, may by supplemental indenture add any provisions to or change or 
eliminate any of the provisions of the Mortgage or modify the rights of the 
holders of the bonds and coupons issued thereunder; provided, however, that 
without the consent of the holder hereof no such supplemental indenture shall 
affect the terms of payment of the principal of or interest or premium on 
this bond, or reduce the aforesaid percentage of the bonds the holders of 
which are required to consent to such a supplemental indenture, or permit the 
creation by the Company of any mortgage or pledge or lien in the nature 
thereof ranking prior to or equal with the lien of the Mortgage or deprive 
the holder hereof of the lien of the Mortgage on any of the property which is 
subject to the lien thereof.

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

No recourse shall be had for the payment of the principal of or the interest 
on this bond, or any part thereof, or for any claim based thereon or 
otherwise in respect thereof, to any incorporator or any past, present or 
future stockholder, officer or director of the Company, either directly or 
indirectly, by virtue of any statute or by enforcement of any assessment or 
otherwise, and any and all liability of the said incorporators, stockholders, 
officers or directors of the Company in respect to this bond is hereby 
expressly waived and released by every holder hereof.

					SCHEDULE B


THIS SCHEDULE IS A TABLE OF ALL THE EASEMENTS GRANTED BY THE CONNECTICUT 
LIGHT AND POWER COMPANY SINCE THE PREVIOUS SUPPLEMENTAL INDENTURE WAS 
EXECUTED - IT IS NOT INCLUDED AS PART OF THIS FILING.