BY-LAWS                                           Exhibit 3.2.3
THE CONNECTICUT LIGHT AND POWER COMPANY


                                             Amended

                                             January 18, 1961
                                             April 15, 1964
                                             July 1, 1966
                                             March 1, 1982
                                             January 1, 1997


THE CONNECTICUT LIGHT AND POWER COMPANY

BY-LAWS

ARTICLE I

MEETINGS OF SHAREHOLDERS

     Section 1.  Meetings of the shareholders may be held at any place in the
State of Connecticut fixed by the Board of Directors.

     Section 2.  The Annual Meeting of Shareholders for the election of
Directors and the transaction of such other business as may properly be
brought before the meeting shall be held in March, April, May, June or July
in each year on the day and at the hour designated by the Board of Directors.

     Section 3.  Notice of all meetings of shareholders, stating the day,
hour and place thereof, shall be given by a written or printed notice,
delivered or sent by mail, at least ten days but not more than fifty days
prior to the meeting, to each shareholder of record on the books of the
Company and entitled to vote at such meeting, at the address appearing on
such books, unless such shareholder shall waive notice or be in attendance at
the meeting.  Notice of a special meeting of shareholders shall state also
the general purpose or purposes of such meeting and no business other than
that of which notice has been so given shall be transacted at such meeting.

     Section 4.  At all meetings of shareholders each share of stock entitled
to vote, and represented in person or by proxy, shall be entitled to one
vote.

     Section 5.  The Board of Directors may fix a date as the record date for
the purpose of determining shareholders entitled to notice of and to vote at
any meeting of shareholders or any adjournment thereof, such date in any case
to be not earlier than the date such action is taken by the Board of
Directors and not more than seventy days and not less than ten days
immediately preceding the date of such meeting.  In such case only such
shareholders or their legal representatives as shall be shareholders on the
record date so fixed shall be entitled to such notice and to vote at such
meeting or any adjournment thereof, notwithstanding the transfer of any
shares of stock on the books of the Company after any such record date so
fixed.

ARTICLE II

DIRECTORS

     Section 1.  The business, property and affairs of the Company shall be
managed by a Board of not less than three nor more than sixteen Directors. 
Within these limits, the number of positions on the Board of Directors for
any year shall be the number fixed by resolution of the shareholders or of
the Board of Directors, or, in the absence of such a resolution, shall be the
number of Directors elected at the preceding Annual Meeting of Shareholders. 
The Directors so elected shall continue in office until their successors have
been elected and qualified.

     Section 2.  The Board of Directors shall have power to fill vacancies
that may occur in the Board, or any other office, by death, resignation or
otherwise, by a majority vote of the remaining members of the Board, and the
person so chosen shall hold the office until the next Annual Meeting and
until his successor shall be elected and qualified.

     Section 3.  The Board of Directors shall have power to employ such and
so many agents and factors or employees as the interests of the Company may
require, and to fix the compensation and define the duties of all of the
officers, agents, factors and employees of the Company.  All the officers,
agents, factors and employees of the Company shall be subject to the order of
said Board, shall hold their offices at the pleasure of said Board, and may
be removed at any time by said Board at its discretion.

     Section 4.  The Board of Directors shall have power to fix from time to
time the compensation of the Directors and the method of payment thereof.

ARTICLE III

MEETINGS OF DIRECTORS

     Section 1.  A regular meeting of the Board of Directors shall, if a
quorum is present, be held without notice immediately after the adjournment
of the Annual Meeting of stockholders, or as soon thereafter as convenient,
for the purpose of organization.  At such organization meeting or at any
subsequent meeting, the Directors shall elect the officers of the Company
provided for in Article IV of these By-Laws, who shall hold their offices
(subject to the provisions of Section 3, Article II, of these By-Laws) for
the ensuing year, or until the next such organization meeting and until their
successors are chosen and qualified.  

     Section 2.  All other regular meetings of the Board of Directors may be
held at such time and place within or without the State of Connecticut as
said Board may determine.  

     Section 3.  Special meetings of the Board of Directors may be held at
any place within or without the State of Connecticut upon call by the
Chairman or, if the Chairman shall be absent or unable to perform the duties
of his office, the President, or by the Secretary upon written request of
five or more Directors.

     Section 4.  Oral, written or printed notice of a special meeting of the
Board of Directors shall be given to each Director personally, or by
telephone, mail or telegraph, at least two days prior to the meeting unless
each Director shall, in writing or by telegraph, waive such notice or be in
attendance at such meeting.

     Section 5.  One-third of the directorships as fixed in accordance with
Article II, Section 1 of these By-Laws shall constitute a quorum, except that
no quorum shall consist of less than two Directors.  A less number than a
quorum may adjourn from time to time until a quorum is present.  In the event
of such an adjournment, notice of the adjourned meeting shall be given to all
Directors.

     Section 6.  Except as otherwise provided by these By-Laws, all questions
shall be decided by vote of a majority of the Directors present at any
meeting of the Board at which a quorum is present.  The yeas and nays on any
question shall be taken and recorded on the minutes at the request of any
Directors.
          
ARTICLE IV

OFFICERS

     Section 1.  The officers of this Company shall consist of a President,
one or more Vice Presidents, a Secretary, a Treasurer, and, at the discretion
of the Board of Directors, a Chairman, and the Board of Directors may elect
one or more Assistant Secretaries, one or more Assistant Treasurers, and such
other officers as they may deem advisable.  The President and Chairman shall
be Directors.

     Section 2.  The same person shall not hold the offices of both President
and Secretary and no officer shall execute, acknowledge or verify any
instrument in more than one capacity.

     Section 3.  The officers of the Company shall be elected by the Board of
Directors as provided in Section 1, Article III of these By-Laws.

ARTICLE V

CHAIRMAN AND PRESIDENT

     Section 1.  The Chairman, if such office shall be filled by the
Directors, shall, when present, preside at all meetings of said Board and of
the stockholders.  He shall have such other authority and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors.

     Section 2.  The President shall be the chief executive officer of the
Company and shall be responsible for the general supervision, direction and
control of the business and affairs of the Company.  If the Chairman shall be
absent or unable to perform the duties of his office, or if the office of
Chairman shall not have been filled by the Directors, the President shall
preside at meetings of the Board of Directors and of the stockholders.  He
shall have such other authority and shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors.

ARTICLE VI

VICE PRESIDENTS

     Section 1.  The Vice Presidents shall have such powers and duties as may
be assigned to them from time to time by the Board of Directors or the
President.  One of such Vice Presidents may be designated by said Board as
Executive Vice President and, if so designated, shall exercise the powers and
perform the duties of the President in the absence of the President or if the
President is unable to perform the duties of his office.  The Board of
Directors may also designate one or more of such Vice Presidents as Senior
Vice Presidents.

ARTICLE VII

SECRETARY

     Section 1.  The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors.  He shall give notice of all
meetings of the stockholders and of said Board.  He shall record all votes
taken at such meetings.  He shall be custodian of all contracts, leases,
assignments, deeds and other instruments in writing and documents not
properly belonging to the office of the Treasurer, and shall perform such
additional duties as may be assigned to him from time to time by the Board of
Directors, the Chairman, the President or by law.

     Section 2.  He shall have the custody of the Corporate Seal of the
Company and shall affix the same to all instruments requiring a seal except
as otherwise provided in these By-Laws.
               
ARTICLE VIII

ASSISTANT SECRETARY

     Section 1.  An Assistant Secretary shall perform the duties of the
Secretary if the Secretary shall be absent or unable to perform the duties of
his office.  An Assistant Secretary shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors, the
Chairman, the President or the Secretary.

ARTICLE IX

TREASURER

     Section 1.  The Treasurer shall have charge of all receipts and
disbursements of the Company, and shall be the custodian of the Company's
funds.  He shall have full authority to receive and give receipts for all
moneys due and payable to the Company from any source whatever, and give full
discharge for the same, and to endorse checks, drafts and warrants in its
name and on its behalf.  He shall sign all checks, notes, drafts and similar
instruments, except as otherwise provided for by the Board of Directors.

     Section 2.  He shall perform such additional duties as may be assigned
to him from time to time by the Board of Directors, the Chairman, the
President or by law.

ARTICLE X

ASSISTANT TREASURER

     Section 1.  An Assistant Treasurer shall perform the duties of the
Treasurer if the Treasurer shall be absent or unable to perform the duties of
his office.  An Assistant Treasurer shall perform such additional duties as
may be assigned to him from time to time by the Board of Directors, the
Chairman, the President or the Treasurer.


ARTICLE XI

COMMITTEES

     Section 1.  The Board of Directors, by the affirmative vote of Directors
holding a majority of the number of directorships (as fixed for the current
year in accordance with Article II, Section 1, of these By-Laws), may appoint
such committees as it may deem proper, and may delegate to such committees
any of the powers possessed by said Board.  A majority of any committee shall
have the power to act.  Committees shall keep full records of their
proceedings, and shall report the same to the next regular meeting of said
Board, or when called upon by said Board.

ARTICLE XII

STOCK CERTIFICATES

     Section 1.  All stock certificates, Common and Preferred, may bear the
facsimile signatures of the President or a Vice President and the Treasurer
or an Assistant Treasurer and a facsimile seal of the Company, or may be
signed by the President or a Vice President and the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary, and may be sealed by
any one of such officers.

ARTICLE XIII

CORPORATE SEAL

     Section 1.  The Corporate Seal of the Company shall be circular in form,
with the name of the Company inscribed thereon.

ARTICLE XIV

AMENDMENTS

     Section 1.  These By-Laws may be altered, amended, added to or repealed
at any meeting of stockholders, or of the Board of Directors, provided the
notice of such meeting states that such action is to be proposed.  Such
action by the stockholders shall require the affirmative vote of the holders
of a majority of the voting power of shares entitled to vote thereon.  Such
action by the Board of Directors shall require the affirmative vote of
Directors holding a majority of the number of directorships (as fixed for the
current year in accordance with Article II, Section 1 of these By-Laws). 
This Section 1 of Article XV may be amended only at a meeting of
stockholders.