Exhibit 4.4.10

     EIGHTIETH SUPPLEMENTAL INDENTURE dated as of the 1st day of July, 1997,
made and entered into by and between WESTERN MASSACHUSETTS ELECTRIC COMPANY,
a corporation organized under the laws of the Commonwealth of Massachusetts,
with its principal place of business at 174 Brush Hill Avenue, West
Springfield, Massachusetts 01089 (hereinafter generally called the Company),
and STATE STREET BANK AND TRUST COMPANY, a trust company organized under the
laws of the Commonwealth of Massachusetts, as successor to The First National
Bank of Boston, as TRUSTEE under the Mortgage Indenture described below, with
its principal corporate trust office at Two International Place, 4th Floor,
Boston, MA 02110 (said State Street Bank and Trust Company or, as applied to
action antedating the effective date of said succession, said The First
National Bank of Boston, or its predecessor by merger, Old Colony Trust
Company, being hereinafter generally called the Trustee).

     WITNESSETH that:

     WHEREAS , the Company has heretofore executed and delivered to the
Trustee its First Mortgage Indenture and Deed of Trust (See Note 1) dated as
of August 1, 1954 (hereinafter as amended by a First Supplemental Indenture
dated as of October 1, 1954, called the Original Indenture, the Original
Indenture with all indentures supplemental thereto being hereinafter
generally called the Indenture), conveying certain property therein described
in trust as security for the Bonds of the Company to be issued thereunder as
therein provided and for other purposes more particularly specified therein,
and the Trustee has accepted said Trust; and

     Note 1: For details as to the filing and recording of this instrument in
Massachusetts, see Schedule C.

     WHEREAS there are outstanding $334,800,000 aggregate principal amount of
Bonds which have been issued at various times and in various amounts and with
various dates of maturity and rates of interest and have been denominated
Series G, Series V, Series W, Series X, Series Y and 1997 Series A; and

     WHEREAS the Company has authorized the issue pursuant to Section 3.08 of
the Original Indenture of an additional series of its fully registered First
Mortgage Bonds without coupons, to be issued under the Indenture, to be
designated "First Mortgage 7-3/8% Bonds, 1997 Series B, due July 1, 2001"
(hereinafter called the 1997 Series B Bonds) and to be limited (except as
provided in Section 2.13 of the original Indenture) in aggregate principal
amount to $60,000,000 being the entire issue of the 1997 Series B Bonds; and


     WHEREAS the Company, pursuant to resolutions duly and legally adopted by
its Board of Directors at a meeting duly called and held for the purpose, has
duly authorized the execution and delivery of this Eightieth Supplemental
Indenture and the issue of the 1997 Series B Bonds in the aggregate principal
amount of $60,000,000; and

     WHEREAS the issue of the 1997 Series B Bonds in said aggregate principal
amount of $60,000,000 and the execution and delivery of this Eightieth
Supplemental Indenture have been duly approved to the extent required by law
by the Department of Public Utilities of said Commonwealth and by the
Department of Public Utility Control of the State of Connecticut; and

     WHEREAS all requirements of law and of the certificate of incorporation,
as amended, and of the by-laws of the Company, including all requisite action
on the part of directors and officers, and all things necessary to make the
1997 Series B Bonds, when duly executed by the Company and delivered, the
valid, binding, and legal obligations of the Company, and the covenants and
stipulations herein contained valid and binding obligations of the Company,
have been done and performed, and the execution and delivery hereof have been
in all respects duly authorized; and

     NOW, THEREFORE, THIS EIGHTIETH SUPPLEMENTAL INDENTURE WITNESSETH:  In
consideration of the premises and of the mutual covenants herein contained
and of the purchase and acceptance by the registered owners thereof of the
1997 Series B Bonds at any time issued hereunder, and of one dollar ($1) duly
paid to the Company by the Trustee and for other good and valuable
considerations, the receipt whereof at or before the ensealing and delivery
of these presents is hereby acknowledged, and in confirmation of and
supplementing the Indenture, and in the performance and observance of the
provisions thereof, and in order to establish the form and characteristics of
the 1997 Series B Bonds, and to secure the payment of the principal of and
premium, if any, and interest on all Bonds from time to time outstanding
under the Indenture according to their tenor and effect, and to secure the
performance and observance of all the covenants and conditions contained
therein and in this Eightieth Supplemental Indenture, the Company has
executed and delivered this Eightieth Supplemental Indenture, and does hereby
confirm the conveyance, transfer, assignment, and mortgage of the franchises
and properties as set forth in the Original Indenture and in all supplemental
indentures prior hereto, excepting only such as have been released in
accordance with Article VII of the Indenture and has granted, bargained,
sold, conveyed, assigned, transferred, mortgaged, and confirmed, and by these
presents does grant, bargain, sell, convey, assign, transfer, mortgage, and
confirm unto State Street Bank and Trust Company, as Trustee, as provided in
the Indenture, its successors in the trusts thereof and hereof, and its and
their assigns, all and singular the franchises and properties of the Company
of the character described and defined in the Original Indenture as Mortgaged
Property (including all and singular such franchises and properties which may
hereafter be acquired by the Company) acquired after the execution of the
Original Indenture including all real property conveyed to the Company prior
to the date hereof, including, but not limited to, the property set forth in
Schedule B appended hereto, subject, however, to Permitted Encumbrances and
to any mortgages or other liens or encumbrances thereon of the character
described in Section 4.10 of the Indenture existing at the time of the
acquisition of such franchises and properties by the Company or created
contemporaneously to secure or to raise a part of the purchase price thereof
and to any renewals or extensions of such Permitted Encumbrances, mortgages
or other liens or encumbrances.

     There is furthermore expressly excepted and excluded from the lien and
operation of this Eightieth Supplemental Indenture, and from the definition
of Mortgaged Property, all the property of the Company described in clauses A
to J, both inclusive, of the granting clauses of the Original Indenture,
whether owned at the time of the execution of this Eightieth Supplemental
Indenture or thereafter acquired by it.

     TO HAVE AND TO HOLD all and singular the above described franchises and
properties unto the said State Street Bank and Trust Company, as Trustee
under the Indenture, its successors in the trusts thereof and hereof, and its
and their assigns, to its and their own use forever.

     BUT IN TRUST, NEVERTHELESS, upon the terms and trusts set forth in the
Indenture for the equal pro rata benefit, security, and protection of the
bearers or registered owners of the Bonds from time to time certified,
issued, and outstanding under the Indenture, without any discrimination,
preference, priority, or distinction of any Bond or coupon over any other
Bond or coupon by reason of series, priority in the time of issue, sale, or
negotiation thereof, or otherwise howsoever, except as otherwise provided in
the Indenture;

     PROVIDED, HOWEVER, and these presents are upon the condition that if the
Company, its successors or assigns, shall pay or cause to be paid the
principal of and the premium, if any, and interest on the Bonds Outstanding
under the Indenture at the times and in the manner stipulated therein and in
the Indenture and shall keep, perform, and observe all and singular the
covenants and promises in said Bonds and in the Indenture expressed to be
kept, performed, and observed by or on the part of the Company, then this
Eightieth Supplemental Indenture and the estate and rights hereby granted
shall, pursuant to the provisions of Article XV of the Original Indenture,
cease, determine and be void, but only if the Indenture shall have ceased,
determined and become void, as therein provided, otherwise to be and remain
in full force and effect.

ARTICLE I.

DESCRIPTION AND ISSUE OF 1997 SERIES B BONDS.

     Section 1.01.  1997 Series B Bonds and the certificate of authentication
of the Trustee upon said Bonds shall be substantially in the forms thereof
respectively set forth in Schedule A appended hereto, with such changes
therein as shall be approved by the Company and the Trustee.  1997 Series B
Bonds shall be designated as the First Mortgage 7-3/8 % Bonds, 1997 Series B,
due July 1, 2001, of the Company, shall be issuable in the aggregate
principal amount of sixty million dollars ($60,000,000) and no more except as
provided in Section 2.13 of the Original Indenture, shall be dated as
provided in Section 1.02 of this Eightieth Supplemental Indenture, shall
mature July 1, 2001, shall bear interest at the rate specified in their
title, as provided in said Section 1.02 until the Company's obligation in
respect of the principal thereof shall be discharged, payable semiannually on
the first days of January and July in each year as provided in said Section
1.02 (the principal, premium, if any, and interest thereon being payable at
the principal corporate trust office of the Trustee in the City of Boston,
Massachusetts, or at the principal corporate trust office of its successors,
in such coin or currency of the United States of America as at the time of
payment is legal tender for public and private debts), shall be issued in
fully registered form in denominations of one thousand dollars ($1,000) and
any multiple thereof, shall be transferable as provided in Section 2.08 of
said Original Indenture at the principal corporate trust office of the
Trustee or at the office or agency of the Company in the Borough of
Manhattan, The City of New York, New York, and shall be redeemable at the
times and in the manner provided in Article V of the Original Indenture and
as hereinafter provided in Article III of this Eightieth Supplemental
Indenture. Notwithstanding the provisions of Section 2.11 of the Original
Indenture, no charge, except for taxes or governmental charges, shall be made
by the Company upon any registration of transfer or exchange of 1997 Series B
Bonds.

     1997 Series B Bonds in fully registered form may be exchanged at the
principal corporate trust office of the Trustee or at the office or agency of
the Company in the Borough of Manhattan, The City of New York, New York, for
a like aggregate principal amount of 1997 Series B Bonds in fully registered
form of other authorized denominations and, upon surrender for exchange of
one or more of such 1997 Series B Bonds, the Company shall execute and the
Trustee shall certify and there shall be delivered in exchange therefor a
like aggregate principal amount of such 1997 Series B Bonds of other
authorized denominations.  Bonds so surrendered for exchange shall be
considered as having been surrendered for cancellation and shall be forthwith
canceled by the Trustee.

     Pursuant to the provisions of Section 2.07 of the Original Indenture,
the Company appoints State Street Bank and Trust Company, N.A. and its
successors as the agency of the Company in the Borough of Manhattan, The City
of New York, New York, for the registration of transfer and exchange of 1997
Series B Bonds.

     Section 1.02.  Notwithstanding the provisions of Section 2.12 of the
Original Indenture, the person in whose name any 1997 Series B Bond is
registered at the close of business on any record date (as herein below
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 if and to the extent the Company 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 such 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 the Company by notice mailed to the owners of 1997 Series B
Bonds not less than ten (10) days preceding such record date, which record
date shall be not more than thirty (30) 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 December 15 or June 15, as
the case may be, next preceding such interest payment date, or, if such
December 15 or June 15 shall be a day on which banking institutions in the
City of Boston, Massachusetts, are authorized by law to close, the next
preceding day which shall not be a day on which such institutions are so
authorized to close.

     Notwithstanding the provisions of Sections 2.01 and 2.12 of the Original
Indenture, each 1997 Series B Bond shall be dated the date of the
certification thereof by the Trustee, and shall bear interest on the
principal amount thereof payable semiannually on the first days of January
and July in each year, until the Company's obligation with respect to the
principal shall be discharged, at the rate per annum specified in the title
from the interest payment date next preceding the date thereof to which
interest has been paid on the Bonds of said series, or if the date thereof is
prior to December 16, 1997, then from the date of original issuance, or if
the date thereof be an interest payment date to which interest is being paid
or a date between the record date for any interest payment date to which
interest is paid and such interest payment date, then from such interest
payment date.

     Section 1.03.  Each initial and successive holder of any 1997 Series B
Bond, solely by virtue of its acquisition thereof, shall have and be deemed
to have given written consent, without the need for any further action or
consent by such holder, to the following amendment to the Original Indenture,
and each said holder hereby authorizes and directs the Trustee, on behalf of
the holder, to waive any notice contemplated by the Indenture and to give
written consent to such amendment.  The amendment modifies Section 3.04 (h)
of the Original Indenture to read as follows:

     (h) in the event that (i) the total annual interest requirements of the
Bonds then to be issued under this Section exceed the total annual interest
requirements of the Bonds in respect of the payment, retirement, redemption,
Cancellation or surrender to the Trustee for Cancellation of which said Bonds
are then to be issued and (ii) such Bonds in respect of the payment,
retirement, redemption, Cancellation or surrender to the Trustee for
Cancellation of which said Bonds are then to be issued are then Outstanding
and mature more than two years from the date of the Officers' Certificate
contemplated by paragraph (d) of this Section, an Earnings Certificate.

ARTICLE II

DIVIDEND COVENANT                            

     Section 2.01.  This Eightieth Supplemental Indenture imposes no
additional restrictions on the Company's right to declare or pay any
dividends or make any other distributions on or in respect of its common
stock or to purchase or otherwise acquire for a consideration any shares of
its common stock beyond those created by prior supplemental indentures and
those in the Company's preferred stock provisions, by-laws and those
otherwise required by law.

ARTICLE III.

REDEMPTION OF 19997 SERIES B BONDS.

     Section 3.01.  The 1997 Series B Bonds will be redeemable in whole or in
part, at the option of the Company at any time, at a redemption price equal
to the greater of (i) 100% of their principal amount and (ii) the sum of the
present values of the remaining scheduled payments of principal and interest
thereon discounted to the date of redemption on a semiannual basis (assuming
a 360-day year consisting of twelve 30-day months) at the Treasury Yield,
plus in each case accrued interest to the date of redemption (the Redemption
Date).

     "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to
the remaining term of the 1997 Series B Bonds that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the 1997 Series B Bonds.  "Independent Investment Banker"
means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing selected by the Company and
appointed by the Trustee.

     "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m.  Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the average of all such Quotations.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

     "Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and another Primary Treasury Dealer (as
defined herein) at the option of the Company,  that if any of the foregoing
shall cease to be a primary U.S. Government Securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.

     Section 3.02.  Notice of redemption of the 1997 Series B Bonds either as
a whole or in part shall be mailed by the Trustee by first class mail,
postage prepaid, to the registered owner or owners of each 1997 Series B Bond
called for redemption either in whole or in part not less than thirty (30) or
more than sixty (60) days prior to the date set for redemption at their last
addresses as they shall appear upon the books for registration kept by the
Registrar.  Such notice may state that it is subject to the receipt of
redemption moneys by the Trustee on or before the date fixed for redemption
and the notice shall be of no effect unless such moneys are so received on or
before such date.  Any notice given in the foregoing manner shall be
conclusively deemed to have been duly given whether or not received by the
owner or owners.  Failure to give such notice by mail to the owner or owners
of any 1997 Series B Bond designated for redemption in whole or in part, or
any defect therein, shall not affect the validity of any proceedings for the
redemption of any other 1997 Series B Bond.  Except as aforesaid and except
that (a) Published Notice need not be given, (b) in the event a 1997 Series B
Bond shall be called for redemption in its entirety the notice herein
provided need not contain the number of the Bond so called, and (c) any such
notice may be made subject to the deposit of redemption moneys with the
Trustee before the date fixed for redemption, the applicable provisions of
Article V of the Original Indenture shall control and be followed in all
matters connected with the redemption and payment of 1997 Series B Bonds.

ARTICLE IV.

THE TRUSTEE.

     Section 4.01.  The Trustee shall be entitled to, may exercise, and shall
be protected by, where and to the full extent that the same are applicable,
all the rights, powers, privileges, immunities and exemptions provided in the
Indenture, as if the provisions concerning the same were incorporated herein
at length.  The remedies and provisions of the Indenture applicable in case
of any default by the Company thereunder are hereby adopted and made
applicable in case of any default with respect to the properties included
herein and, without limitation of the generality of the foregoing, there are
hereby conferred upon the Trustee the same powers of sale and other powers
over the properties described herein as are expressed to be conferred by the
Indenture.

ARTICLE V.

DEFEASANCE.

     Section 5.01.  This Eightieth Supplemental Indenture shall become void
when the Indenture shall become void.

ARTICLE VI.

MISCELLANEOUS PROVISIONS.

     Section 6.01.  The recitals in this Eightieth Supplemental Indenture
shall be taken as recitals by the Company alone, and shall not be considered
as made by or as imposing any obligation or liability upon the Trustee, nor
shall the Trustee be held responsible for the legality or validity of this
Eightieth Supplemental Indenture, and the Trustee makes no covenants or
representations, and shall not be responsible, as to or for the effect,
authorization, execution, delivery, or recording of this Eightieth
Supplemental Indenture, except as expressly set forth in the Original
Indenture.  The Trustee shall not be taken impliedly to waive by this
Eightieth Supplemental Indenture any right it would otherwise have as
provided in the Original Indenture. This Eightieth Supplemental Indenture
shall hereafter form a part of the Indenture.

     Section 6.02.  This Eightieth Supplemental Indenture may be
simultaneously executed in any number of counterparts, each of which shall be
deemed an original; and all said counterparts executed and delivered, each as
an original, shall constitute but one and the same instrument, which shall
for all purposes be sufficiently evidenced by any such original counterpart.

     IN WITNESS WHEREOF, said Western Massachusetts Electric Company has
caused this instrument to be executed in its corporate name by its President
or one of its Vice Presidents and by its Treasurer or an Assistant Treasurer,
thereunto duly authorized, and its corporate seal to be hereto affixed and
attested by its Clerk or an Assistant Clerk, and said State Street Bank and
Trust Company has caused this instrument to be executed in its corporate name
by one of its Vice Presidents or Assistant Vice Presidents, thereunto duly
authorized, and its corporate seal to be hereto affixed, all as of the day
and year first above written.

                         WESTERN MASSACHUSETTS ELECTRIC COMPANY

                              By s/s
                                   John B. Keane
                                   Vice President

                              and by s/s
                                   David R. McHale 
                                   Assistant Treasurer

Attest:                            (CORPORATE SEAL)

s/s O. Kay Comendul
Assistant Clerk

Signed, sealed and delivered by
Western Massachusetts Electric
Company in our presence:

s/s Alyssa Lagace

s/s Tracy A. DeCredico

STATE OF CONNECTICUT                              BERLIN
COUNTY OF HARTFORD 

     On this 29th day of July in the year 1997 before me personally came John
B. Keane and David R. McHale, to me personally known, who being by me duly
sworn did depose and say that they are respectively a Vice President and an
Assistant Treasurer of Western Massachusetts Electric Company, one of the
corporations described in and which executed the foregoing instrument; that
they know the seal of said corporation; that the seal affixed to said
instrument opposite the execution was affixed thereto pursuant to the
authority of its Board of Directors; that they signed their names thereto by
like authority; and they acknowledged said instrument to be their free act
and deed in their said respective capacities and the free act and deed of
Western Massachusetts Electric Company.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal, at Berlin in said State, the day and year first above written.


                                             s/s Judith D. Boucher
                                             Judith D. Boucher
                                             Notary Public for the
My commission expires September 30, 1999     State of Connecticut

(NOTARIAL SEAL)


                         STATE STREET BANK AND TRUST COMPANY,
                              Trustee
                              By s/s Henry W. Seemore
                                   Name:  Henry W. Seemore
                                   Title:  Assistant Vice President

                                        (CORPORATE SEAL)
Signed, sealed and delivered by
State Street Bank and Trust Company
in our presence:

s/s James E. Schultz

s/s


COMMONWEALTH OF MASSACHUSETTS
                                                       BOSTON
COUNTY OF SUFFOLK

     On this 29th day of July in the year 1997 before me personally came
Henry W. Seemore, to me personally known, who being by me duly sworn did
depose and say that he is an Assistant Vice President of State Street Bank
and Trust Company, one of the corporations described in and which executed
the foregoing instrument; that he knows the seal of said corporation; that
the seal affixed to said instrument opposite the execution was affixed
thereto pursuant to the authority of its Board of Directors; that he signed
his name thereto by like authority; and he acknowledged said instrument to be
his free act and deed in his said capacity and the free act and deed of State
Street Bank and Trust Company.

     IN WITNESS WHEREOF, I have hereunto set my hand and my official seal, at
Boston in said Commonwealth, the day and year first above written.

                                   s/s Laura L. Morse
                                   Notary Public for the
                                   Commonwealth of
                                   Massachusetts

My commission expires: July 12, 2002
(NOTARIAL SEAL)

1    For details as to the filing and recording of this instrument in
Massachusetts, see Schedule C.


Schedule A

[FORM OF BOND]

No.  $_________

WESTERN MASSACHUSETTS ELECTRIC COMPANY

First Mortgage 7-3/8 % Bond, 1997 Series B, due July 1, 2001

     FOR VALUE RECEIVED, WESTERN MASSACHUSETTS ELECTRIC COMPANY, a
corporation of the Commonwealth of Massachusetts (hereinafter called the
Company), hereby promises to pay to           , or registered assigns, the
principal sum of            dollars, on the first day of July, 2001 and to
pay interest on said sum semiannually on the first days of January and July
in each year until the Company's obligation with respect to said principal
sum shall be discharged at the rate per annum specified in the title of this
Bond from the interest payment date next preceding the date hereof to which
interest has been paid on the Bonds of this series, or if the date hereof is
prior to December 16, 1997 then from the date of original issuance, or if the
date hereof be an interest payment date to which interest is being paid or a
date between the record date for any interest payment date to which interest
is paid and such interest payment date, then from such interest payment date.

Both principal and interest shall be payable at the principal corporate trust
office in the City of Boston in the County of Suffolk in said Commonwealth of
State Street Bank and Trust Company (hereinafter with its successors,
generally called the Trustee), or at the principal corporate trust office of
its successors, in such coin or currency of the United States of America as
at the time of payment is legal tender for public and private debts.

     Each installment of interest hereon (other than overdue interest) shall
be payable to the person (as defined in the Original Indenture mentioned on
the reverse hereof) who shall be the registered owner of this Bond at the
close of business on the record date, which shall be the December 15 or June
15, as the case may be, next preceding such interest payment date, or, if
such December 15 or June 15 shall be a day on which banking institutions in
the City of Boston, Massachusetts, are authorized by law to close, the next
preceding day which shall not be a day on which such institutions are so
authorized to close.

     Reference is hereby made to the further provisions of this Bond set
forth on the reverse hereof, including without limitation provisions in
regard to 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 take effect as a sealed instrument.

     This Bond shall not become or be valid or obligatory until the
certificate of authentication hereon shall have been signed by the Trustee.

     IN WITNESS WHEREOF, WESTERN MASSACHUSETTS ELECTRIC COMPANY has caused
this Bond to be executed in its name and on its behalf by its President or a
Vice President and its Treasurer or an Assistant Treasurer thereunto duly
authorized, and its corporate seal to be impressed or imprinted hereon.

Dated:                   WESTERN MASSACHUSETTS ELECTRIC  COMPANY



                              By s/s


                              By s/s

     CERTIFICATE OF AUTHENTICATION

     This Bond is one of the First Mortgage 7-3/8 % Bonds, 1997 Series B, due
July 1, 2001, described and provided for in the within mentioned Indenture.


                         STATE STREET BANK AND TRUST COMPANY




                         By s/s
                              Authorized Signatory


[FORM OF BOND]

[REVERSE]


     This Bond is one of a series of Bonds in fully registered form known as
the "First Mortgage 7-3/8 % Bonds, 1997 Series B, due July 1, 2001" of the
Company, limited to sixty million dollars ($60,000,000) in aggregate
principal amount (except as provided by the terms of Section 2.13 of the
Original Indenture mentioned below), and issued under and secured by a First
Mortgage Indenture and Deed of Trust between the Company and Old Colony Trust
Company (now State Street Bank and Trust Company, successor Trustee) as
Trustee, dated as of August 1, 1954 (herein as amended by a First
Supplemental Indenture dated as of October 1, 1954, called the Original
Indenture, the Original Indenture with all indentures supplemental thereto,
including specifically the Eightieth Supplemental Indenture dated as of July
1, 1997, being herein generally called the Indenture) and said Eightieth
Supplemental Indenture, an executed counterpart of each of which is on file
at the principal corporate trust office of the Trustee, to which Indenture
reference is hereby made for a description of the nature and extent of the
security, the rights thereunder of the bearers or registered owners of Bonds
issued and to be issued thereunder, the rights, duties, and immunities
thereunder of the Trustee, the rights and obligations thereunder of the
Company, and the terms and conditions upon which said Bonds, and other and
further Bonds of other series, are issued and are to be issued; but neither
the foregoing reference to the Indenture nor any provision of this Bond or of
the Indenture shall affect or impair the obligation of the Company, which is
absolute, unconditional and unalterable, to pay at the maturities herein
provided the principal of and premium, if any, and interest on this Bond as
herein provided.

     The Bonds of this series are issuable in fully registered form in
denominations of one thousand dollars ($1,000) and any multiple thereof.

     This Bond is transferable by the registered owner hereof upon surrender
hereof at the principal corporate trust office of the Trustee or at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, New York, together with a written instrument of transfer in approved
form signed by the registered owner or by his duly authorized attorney, and a
new Bond or Bonds of this series for a like principal amount will be issued
in exchange, all as provided in the Indenture.  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.

     This Bond is exchangeable at the option of the registered owner hereof
at the principal corporate trust office of the Trustee or at the office or
agency of the Company in the Borough of Manhattan, The City of New York, New
York, for an equal principal amount of fully registered bonds of this series
of other authorized denominations, in the manner and on the terms provided in
the Indenture.

     Bonds of this series are to be issued initially under a book-entry only
system and, except as hereinafter provided, registered in the name of The
Depository Trust Company, New York, New York ("DTC") or its nominee, which
shall be considered to be the holder of all bonds of this series for all
purposes of the Indenture, including, without limitation, payment by the
Company of principal of and premium, if any, and interest on such Bonds of
this series and receipt of notices and exercise of rights of holders of such
Bonds of this series.  There shall be a single Bond of this series which
shall be immobilized in the custody of DTC with the owners of book-entry
interests in Bonds of this series ("Book-Entry Interests") having no right to
receive Bonds of this series in the form of physical securities or
certificates.  Ownership of Book-Entry Interests shall be shown by book-entry
on the system maintained and operated by DTC, its participants (the
"Participants") and certain persons acting through the Participants. 
Transfer of ownership of Book-Entry Interests are to be made only by DTC and
the Participants by that book-entry system, the Company and the Trustee
having no responsibility therefor so long as Bonds of this series are
registered in the name of DTC or its nominee.  DTC is to maintain records of
positions of Participants in Bonds of this series, and the Participants and
persons acting through Participants are to maintain records of the purchasers
and owners of Book-Entry Interests.  If DTC or its nominee determines not to
continue to act as a depository for the Bonds of this series in connection
with a book-entry only system, another depository, if available, may act
instead and the single Bond of this series will be transferred into the name
of such other depository or its nominee, in which case the above provisions
will continue to apply but to the new depository.  If the book-entry only
system for Bonds of this series is discontinued for any reason, upon
surrender and cancellation of the single Bond of this series registered in
the name of the depository or its nominee, new registered Bonds of this
series will be issued in authorized denominations to the holder of Book-Entry
Interests shown on the book-entry system immediately prior to the
discontinuance thereof.  Neither the Trustee nor the Company shall be
responsible for the accuracy of the interests shown on that system.

The 1997 Series B Bonds will be redeemable in whole or in part, at the option
of the Company at any time, at a redemption price equal to the greater of (i)
100% of their principal amount and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to
the date of redemption on a semiannual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Yield, plus in each case
accrued interest to the date of redemption (the Redemption Date).

     "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

     "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker having a maturity comparable to
the remaining term of the 1997 Series B Bonds that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the 1997 Series B Bonds.  "Independent Investment Banker"
means Morgan Stanley & Co. Incorporated or, if such firm is unwilling or
unable to select the Comparable Treasury Issue, an independent investment
banking institution of national standing selected by the Company and
appointed by the Trustee.

     "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m.  Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, (A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than four
Reference Treasury Dealer Quotations, the average of all such Quotations.

     "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

     "Reference Treasury Dealer" means each of Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and another Primary Treasury Dealer (as
defined herein) at the option of the Company, that if any of the foregoing
shall cease to be a primary U.S. Government Securities dealer in New York
City (a "Primary Treasury Dealer"), the Company shall substitute therefor
another Primary Treasury Dealer.

     Notice of redemption as aforesaid (which notice may be made subject to
the deposit of redemption moneys with the Trustee before the date fixed for
redemption) shall be mailed by the Trustee not less than thirty (30) days nor
more than sixty (60) days prior to the date set for redemption, by first
class mail, postage prepaid, to the registered owner or owners of each Bond
of this series called for redemption, at their last addresses as they shall
appear upon the books for registration kept by the Registrar.

     If this Bond, or a part hereof, shall be duly called for redemption, or
provision for such call shall have been made, as provided in the Indenture,
and payment of the redemption price shall have been duly provided for by the
Company, interest shall cease to accrue hereon, or on such called part, from
and after the redemption date, the Company shall from the time provided in
the Indenture be under no further liability in respect of the principal of,
or premium, if any, or interest on, this Bond, or such called part, and the
registered owner hereof shall from and after such time look for payment
hereof, or of such called part, solely to the money so provided.

     The Indenture contains provisions permitting the Company and the Trustee
with the consent of the bearers or registered owners of not less than seventy
percentum (70%) in principal amount of the Bonds at the time outstanding
(except Bonds held by or for the benefit of the Company), including, if more
than one series of Bonds shall be at the time outstanding, not less than
seventy percentum (70%) in principal amount of the Bonds (except Bonds held
by or for the benefit of the Company) of each series affected differently
from those of other series, to effect by supplemental indenture modifications
or alterations of the Indenture and of the rights and obligations of the
Company and of the bearers and registered owners of the Bonds; but no such
modification or alteration shall be made which, without the written approval
or consent of the registered owner hereof, will extend the maturity hereof or
reduce the rate or extend the time for payment of interest hereon or change
the amount of the principal hereof or of any premium payable on the
redemption hereof, or which will reduce the percentage of the principal
amount of Bonds or the percentage of the principal amount of Bonds of any one
series required for the adoption of the modifications or alterations as
aforesaid, or authorize the creation by the Company, except as expressly
authorized by the Indenture, of any mortgage, pledge, or lien upon the
property subjected thereto ranking prior to or on an equality with the lien
thereof.

     Each initial and successive holder of this Bond, solely by virtue of its
acquisition thereof, shall have and be deemed to have given written consent,
without the need for any further action or consent by such holder, to the
following amendment to the Original Indenture and each said holder hereby
authorizes and directs the Trustee, on behalf of the holder, to waive any
notice contemplated by the Indenture, and to give written consent to such
amendment.  The amendment modifies Section 3.04 (h) of the Original Indenture
to read as follows:

     (h) in the event that (i) the total annual interest requirements of the
Bonds then to be issued under this Section exceed the total annual interest
requirements of the Bonds in respect of the payment, retirement, redemption,
Cancellation or surrender to the Trustee for Cancellation of which said Bonds
are then to be issued and (ii) such Bonds in respect of the payment,
retirement, redemption, Cancellation or surrender to the Trustee for
Cancellation of which said Bonds are then to be issued are then Outstanding
and mature more than two years from the date of the Officers' Certificate
contemplated by paragraph (d) of this Section, an Earnings Certificate.

     If a default as defined in the Indenture shall occur, the principal of
this Bond may become or be declared due and payable before maturity, in the
manner and with the effect provided in the Indenture; but any default and the
consequences thereof may be waived by certain percentages of the bearers or
registered owners of Bonds, all as provided in the Indenture.

     No recourse shall be had for the payment of the principal of or the
interest on this Bond or for any claim based hereon or otherwise in respect
hereof or of the Indenture against any incorporator, stockholder, director,
or officer, past, present, or future, as such, of the Company or of any
predecessor or successor corporation under any constitution, statute, or rule
of law, or by the enforcement of any assessment, penalty, or otherwise, all
such liability being waived and released by the holder hereof by the
acceptance of this Bond.
Schedule B
NONE
Schedule C

     Detail of Filing and Recording of First Mortgage Indenture and Deed
Trust dated as of August 1, 1954 in Massachusetts.

                         Date
Page                     Recorded       Doc. No.       Book

Registry of Deeds

County of Berkshire

     Middle District     8/18/54        22357     614  395
     Northern District   8/18/54        2684      512   97
     Southern District   8/18/54        None      310  379
               Assigned

County of Franklin       8/18/54        3501      1007   2
County of Hampshire      8/18/54        5070      1175 388
County of Hampden        8/15/54        20682     2331   1

Registry District of Land Court

County of Berkshire

     Middle District     10/4/54        8407-A
     Northern District   11/5/68        3115

County of Hampshire      8/18/54         822
County of Hampden        8/19/54        18800

Office of Town Clerk,
West Springfield*        3/22/67        6917      None  Assigned

*Confirmatory Indenture of
Mortgage filed           8/18/54        None       54     121
                                        Assigned

Secretary of the Commonwealth           442315