Exhibit 4.2.25.4
AMENDMENT NO. 2
to the
STANDBY BOND PURCHASE AGREEMENT


		AMENDMENT NO. 2, dated December 9, 1998 ("Amendment No. 2"), to the 
Standby Bond Purchase Agreement, dated January 23, 1997, as amended by 
Amendment No. 1, dated January 21, 1998 (the "Original Agreement"), among THE 
CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and qualified to 
do business as a public utility in the State of Connecticut (the "Company"), 
SOCIETE GENERALE, a banking corporation organized under the laws of France, 
acting through its New York Branch (the "Bank"), and STATE STREET BANK AND 
TRUST COMPANY, a national banking associated, as successor trustee under the 
Indenture referred to below (including any successor trustee, the "Trustee").


W I T N E S S E T H:

		WHEREAS, the liquidity facility (the "Liquidity Facility") provided 
by the Bank pursuit to the Original Agreement is scheduled to expire on 
January 19, 1999;

		WHEREAS, the Company has requested that the Bank extend the Stated 
Expiration Date for on additional period, to expire 364 days from the date 
hereof, on December 7, 1999 (the "Second Extension"), and the Bank has agreed 
to do so on the terms and conditions contained herein and, to the extent 
applicable and not superseded by this Amendment No. 2, according to the terms 
and condition of the Original Agreement;

		WHEREAS, certain conditions precedent to the effectiveness of this 
Amendment No. 2 have been or will be fulfilled to the satisfaction of the 
Bank and its compel as of He date of this Amendment No. 2;

		NOW, THEREFORE, in consideration of the premises herein contained, 
and other good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties hereto agree as follows:

		1. 	Definitions. Unless otherwise defined herein, all capitalized 
terms used heresy shall have the same respective meanings as in the Original 
Agreement. From and after the date of this Amendment No. 2, the term 
"Agreement" shall be deemed to mean The Original Agreement as amended by this 
Amendment No. 2. References in the Original Agreement to "this Agreement" and 
the words "hereof", "herein", "hereto" and the like shall refer to the 
Original Agreement, Amendment No. 2, and the Original Agreement as amended by 
the Amendment No. 2; provided, that, except as provided in Section 3 of this 
Amendment No. 2, the words "the date of this Agreement" and "the date hereof" 
shall continue to refer to the date of the Orison Agreement;

		2.	Amendments to the Original Agent. Effective upon fulfillment 
of the conditions specified in Section 4 hereof, the Original Agreement is 
hereby amended as follows: 

		A.	The Stated Expiration Date is hereby extended for an 
additional period, to expire 364 days from the date hereof, on December 7, 
1999, and the definition of "Stated Expiration Date" contained in Section 1.1 
of the Original Agreement is amended to read in its entirety as follows: 

		"Stated Expiration Date" means did later of (i) December 7, 1999, 
or if such day is not a Business Day, the next preceding Business Day, and 
(ii) the last day of any extension of such date pursuant to Section 2.6 or, 
if such day is not a Business Day, the next preceding Business Day.

		B.	The definition of "Bank Purchase Period" contained in Section 
1.1 of the Original Agreement is amended to read in its entirety as follows:

		"Blank Purchase Period" means the period from the date of this 
Amendment No. 2 to and including the earliest of (a) the Stated Expiration 
Date then in effect, (b) the close of business on the fifth Business Day 
follow the Conversion Date on which all of the Bonds shall have been 
converted to a Fixed Rate or a Multiannual Rate (provided, however, that if 
less than all of the Bonds shall have been converted to a Fixed Rate or 
Multiannual Rate, the Bank's Available Commitment shall extend only to those 
Bonds not bearing interest at the Fixed Rate or the Multiannual Rate), (c) 
the fifth Business Day following the mandatory tender for purchase in 
connection with a Substitution Date, or (d) the Purchase Termination Date.

		C.	At the end of Article 6 of the Standby Bond Purchase 
Agreement, there shall be added a new Section 6.9 as follows:

		Section 6.9, Year 2000 Compliance. The Company shall ensure that it 
will be Year 2000 Compliant on or before December 31, 1999 and at all times 
thereafter. As used (i) in the preceding sentence, "Year 2000 Compliant" 
means the ability of the software and other information processing 
capabilities of the Company to correctly interpret and process all data in 
whatever form so as to avoid material errors that may otherwise occur because 
of the inability of software or other information processing capabilities to 
recognize accurately the year 2000 or subsequent dates and (ii) in this 
sentence, "material errors" means errors that could, if not corrected, have a 
material adverse effect on the Company's business or final condition.

		3.	Representatives and Warranties. The Company hereby represents 
and warrants that all of the Presentations and warranties, contained in 
Article 5 of the Original Agreement are true and correct, including any 
statements made regarding the Related Documents as they may have been or will 
be amended, supplemented or otherwise modified in connection with this Second 
Extension, as of the date hereof (except that (i) the dates contained us 
Section 5.5 shall be deemed to refer to the end of the Company's most 
recently completed fiscal quarter, respectively, (ii) the references in 
Section 5.5 to the Company's Annual Report, Quarterly Report and Current 
Reports shall be deemed to refer to the Company's Annual Report on Form 10-K 
for the fiscal year ended December 31, 1997, Company's Amendment No. 1 on 
Form 10-K/A to Annual Report on Form 10-K for the fiscal year ended December 
31, 1997, the Company's Quarterly Report on Form 10-Q for the period ended 
September 30, 1998 and the Company's Current Reports on Form 8-K dated March 
25, 1998, April 15, 1998 and September 10, 1998, and (iii) "prior to the date 
hereof" in Section 5.6 shall be deemed to refer to on or prior to the date of 
this Amendment No. 2).  The Company further represents and warrants that no 
Event of Default or Event of Termination has occurred or is occurring, and 
that no event has occurred which, with notice or the lapse of time or both, 
would become an Event of Default or Event of Termination, as the case may be.

		4.	Conditions Precedent to the Effectiveness of this Amendment 
No. 2. The Bank's obligation to enter into and perform its obligations under 
this Amendment No. 2 is subject to the fulfillment, to the satisfaction of 
the Bank and its counsel, of each of the following conditions as of the date 
of this Amendment No. 2:

		(a)	The Act; the Resolution. Neither the Act nor the Resolution 
shall have been revoked or rescinded, or modified or amended in any material 
respect adverse to the interests of the Bank or the holders of the Bonds.

		(b) 	Receipt of Documents. The Bank shall have received an executed 
copy of this Amendment No. 2 as well as any other documents and instruments 
as the Bank shall reasonably request.

		(c) 	Certificate. The Bank shall have received a certificate from 
the Company, dated the date of this Agreement and duly executed by an 
Authorized Officer, stating that on and as of the date thereof, except as 
otherwise disclosed to the Bank as of the date of this Amendment No. 2;

			(i)	the Company has obtained all consents, fits, licenses and 
approvals of, has made all registrations arid declarations with, and has 
taken all other actions with respect to, governmental authorities required 
under law to be obtained, made or taken by the Company, to maintain the Bonds 
and to execute, deliver and perform this Amendment No. 2;

			(ii)	that the Insurance Policy is currently effective and 
provides for (i) the payment of interest on the Bank Bonds at the Bank Rate 
and (ii) amortization of the Bank Bonds in equal semiannual installments 
during the Amortization Period.

			(iii)	to the best knowledge of the Authorized Officer 
executing the certificate, no Event of Default or event which, with the 
giving of notice or the passage of time or both would constitute an Event of 
Default, has occurred or would occur after giving effect to the issuance of 
the Bonds or this Amendment No. 2 or the Original Agreement as amended by 
this Amendment No. 2.

			(iv)	all representations and warranties of the Company set 
forth in the Original Agreement and the Related Documents to which the 
Company is a party are true and correct in all material respects, except to 
the extent that any such representation or warranty relates solely to a prior 
date;

			(v)	the Company is not in default of its obligations under 
this Amendment No. 2 or the Original Agreement or any of the Related 
Documents to which it is a party;

			(vi)	except for any pending or threatened action, suit, 
investigation or proceeding disclosed in the Reoffering Circular or otherwise 
disclosed to the Bank in writing on or prior to the date hereof (as to which 
certification is not being made), there is no action, suit, investigation or 
proceeding pending or, to the best knowledge of the Authorized Officer 
executing the certificate, threatened (A) in connection with the Bonds, the 
replacement of the Letter of Credit, the Original Agreement, this Amendment 
No. 2 or any of the other transactions contemplated by this Amendment No. 2 
or the Related Documents, or (B) against or affecting the Company, the result 
of which is reasonably likely to have a materially adverse effect on the 
business, financial condition or operations of the Company or the ability of 
the Company to perform or observe any of its duties, liabilities or 
obligations under this Amendment No. 2 or any of the Related Documents.

		(d)	Proceedings and Certifications. The Bank shall have received a 
copy, certified by an Authorized Officer, of all proceedings taken by the 
Company authorizing the transactions hereunder and contemplated hereby, 
including, without limitation, the execution and delivery of this Amendment 
No. 2 and all other documents and agreements contemplated hereby, together 
with such other certifications as to matters of fact as shall reasonably be 
requested by the Bank or its counsel.

		(e)	Incumbency Certificate. The Bank shall have received a 
certificate of the Secretary or Assistant Secretary of the Company certifying 
the names and true signatures of the officials of the Company authorized to 
sign this Amendment No. 2 and the other documents to be delivered by the 
Company hereunder, and shall also cover such other matters incident to the 
transactions contemplated by this Agreement as the Bank or its counsel may 
request. 

		(f)	Opinion of Company CounseI. The Bank shall have received an 
opinion addressed to it of Day, Berry & Howard, counsel to the Company, dated 
the closing date on which the extension of the Liquidity Facility provided by 
this Amendment No. 2 shall have become effective, in form and substance 
satisfactory to the Bank and its counsel.

		(g)	Other Documents, Etc. The Bank shall have received such other 
documents, certificates, and opinions as the Bank; or its counsel may 
reasonably request, including, without limitation, organizational documents 
of the Authority, the Company, and the Bond Insurer, and all matters relating 
to this Amendment No. 2 and the Bonds shall be satisfactory to the Bank. 

		5.	Fees and Expenses.

		(a)	Expenses Relating to Amendment No. 2.  The Company hereby 
agrees to pay all reasonable costs and expenses of the Bank (including, 
without limitation, reasonable attorneys' fees and disbursements, but 
excluding, overhead and other internal costs of the Bank) in connection with 
the negotiation, preparation, review, execution and delivery of this 
Amendment No. 2. The Company hereby also agrees to pay on demand all costs 
and expenses paid or incurred by the Bank, if any, in connection with the 
enforcement of this Amendment No. 2 and in connection the amendment or 
enforcement of any Related Documents, and the protection of the rights of the 
Bank hereunder and thereunder (including reasonable counsel fees and 
disbursements but excluding overhead and other internal costs of the Bank).

		(b)	Amendment and Extension Fee. The Company hereby also agrees to 
pay a one time amendment and extension fee (the "Amendment and Extension 
Fee"), calculated at 7.5 basis points on the total Liquidity Facility amount 
of sixty-two million nine hundred eighteen thousand dollars ($62,918,000) for 
a total Amendment and Extension Fee of forty-seven thousand one hundred 
ninety dollars ($47,190,000). 

		6.	Continued Effectiveness. This Amendment No. 2 is to be 
narrowly construed. Except as expressly amended by this Amendment No. 2, all 
terms and provisions of the Original Agreement are and shall continue in full 
force and effect.  Any references to the Original Agreement in any of the 
Related Documents shall hereafter be deemed to refer to the Original 
Agreement, as amended by this Amendment No. 2.

		7.	Governing Law. This Amendment No. 2 shall be governed by, and 
construed in accordance with, the law of the State of New York.

		9.	Counterparts. This Amendment No. 2 may be expected by the 
parties hereto in any number of counterparts.


		IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
No. 2 to be duly executed and delivered by their respective officers 
thereunto authorized as of the date first written above.

						/S/THE CONNECTICUT LIGHT AND POWER
						  COMPANY
Payment Instructions:
Societe Generale			/S/SOCIETE GENERALE
New York					New York Branch
ABA No. 026004226
Re:  The Connecticut Light and
	Power Company
Acct. No. 902 5855								
						/S/STATE STREET BANK AND TRUST
						COMPANY, as Trustee