Exhibit 10.25.12

              EIGHTY-SECOND AGREEMENT AMENDING
              NEW ENGLAND POWER POOL AGREEMENT
                 (AMENDMENT TO SCHEDULE 16)

     THIS EIGHTY-SECOND AGREEMENT AMENDING NEW ENGLAND POWER
POOL AGREEMENT, dated as of  January 18, 2002 ("Eighty-
Second 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 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, with
such amendments most recently consolidated, respectively, in
FERC Electric Third Revised Rate Schedule No. 5, submitted
in Docket No. ER00-2894-000, and FERC Electric Tariff,
Fourth Revised Volume No. 1, submitted in Docket Nos. EL00-
62-000, et al.; and

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

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


                          SECTION 1
                 AMENDMENTS TO NEPOOL TARIFF

1.1  The first paragraph of Exhibit 1 to Supplement 1 to
Schedule 16 of the NEPOOL Tariff is amended by adding the
following new sentence at the end of the existing text:

     However, if a generator is recovering its black start
     costs under retail rates, it may recover its Black
     Start Revenue Requirement under this rate structure
     provided the generator credits the revenues collected
     herein against the costs collected in retail rates for
     Black Start service.

1.2  The definition of  the term "Plant Allocation Factor"
as used in the definition of the term "Black Start Related
Accumulated Deferred Taxes" in Section A.1.a.d of Supplement
1 to Schedule 16 of the NEPOOL Tariff is amended to read as
follows:

     . . . multiplied by the ratio of total investment in
     Black Start Plant plus Black Start Related General
     Plant to total plant in service.


                          SECTION 2
                        MISCELLANEOUS

2.1  Conforming changes shall be made to the corresponding
     provisions of the System Restoration & Planning Service
     Billing Procedure and are also approved.

2.2  This Eighty-Second Agreement shall become effective on
     April 1, 2002 or on such other date as the Commission
     shall provide that the amendments reflected herein
     shall become effective.

2.3  Terms used in this Eighty-Second Agreement that are not
     defined herein shall have the meanings ascribed to them
     in the NEPOOL Agreement.