EXHIBIT 10.1
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NIAGARA MOHAWK
NIAGARA MOHAWK POWER CORPORATION/300 ERIE  BOULEVARD WEST, SYRACUSE, NEW YORK
13202-4250/TELEPHONE (315\474-1511



							April 18, 1997


Mr. George J. Grunbeck
Vice President, Operations
Selkirk Cogen Partners, L.P.
One Bowdoin Square
Boston, Massachusetts 02114

Re: 	Transmission Service Agreement dated as of December 13, 1990

Dear George:

This  letter agreement sets forth certain understandings regarding the future
interpretation of the Transmission  Services Agreement between Niagara Mohawk
Power Corporation ("Niagara") and Selkirk Cogen  Partners,  L.P.  ("Selkirk")
dated as of December 13, 1990 as amended (the "Agreement").

Niagara  and  Selkirk  both acknowledge that either party may, at its option,
commence a proceeding, respectively, under Section  205 or Section 206 of the
Federal Power Act  to  amend  the  terms  and  conditions  of  the  Agreement
applicable  to  the loss determination methodology.  However, such option may
only be exercised  if  the  petitioner  in  FERC  Docket EL95-38-000 prevails
either in its  complaint  in  that  docket  or  in  another  proceeding,  and
successfully  changes  the  loss  determination methodology applicable in its
transmission service agreement with Niagara  to an average system-wide basis.
To the extent that either party commences such proceeding, it will be obliged
to demonstrate therein that the rates it proposes are just and reasonable and
otherwise satisfy the requirements of applicable law and regulation.

The Agreement shall apply only to the 265 MW of capacity and  energy  Selkirk
delivers  to Consolidated Edison, pursuant to the Power Sales Agreement dated
as of April 14, 1989  between  Selkirk and Consolidated Edison ("Coned PSA").
To the extent that Selkirk delivers capacity and energy in excess of  265  MW
to  ConEd  or  another party, Niagara shall provide transmission services for
such excess pursuant to  the  then  applicable  tariff,  which may be a joint
tariff of Niagara and other utilities administered by an  independent  system
operator  ("ISO"),  or,  at  Selkirk's option and to the extent the Agreement
provides for such service, pursuant to  the Agreement.  In the event that the
ConEd PSA terminates or the amount and price of capacity and  energy  Selkirk
delivers  to  ConEd pursuant to the ConEd PSA are substantially modified, the
Agreement with Niagara shall, at  Selkirk's option, terminate without further
obligation, except as to services provided prior to the effectiveness of such
termination, by Selkirk providing Ni agara with notice of such termination in
accordance with the Agreement, provided that such termination

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Mr. George J. Grunbeck
April 18, 1997
Page 2


of the Agreement shall not be effective prior to the beginning of  the  sixth
year  following the execution of this letter agreement regardless of the date
of any modification or termination of the ConEd PSA.  The foregoing shall not
limit in  any  way  Selkirk's  right  to  terminate  the  Agreement under the
circumstances described in Section 17.4(ii) of the Agreement.

From this date forward, Niagara and  Selkirk  agree  that  (i)  losses  under
Section  9.1  of  the  Agreement  shall  continue  to be calculated using the
incremental loss calculation methodology  referenced and described in Niagara
Mohawks' Answer to the Complaint in FERC Docket No.  EL95-3  8-000,  and  may
change  to  a  marginal  loss  calculation  methodology  if  and  when such a
methodology is made effective under  a joint transmission tariff administered
by an ISO in New York, and (ii) the rate for transmission service  (including
scheduling  and  dispatch  and  reactive  support  services ancillary to such
transmission service) shall be $1.76//kW-mo.  Items i) and ii) will remain as
stated for the remaining term of the Agreement or until changed pursuant to a
Section 205  or  Section  206  filing  made  in  accordance  with  the second
paragraph of this letter.  Notwithstanding the foregoing:

	 (1)	if,  during  the  first  three  years after the execution of this
letter agreement:  (a) use of  the  marginal loss calculation methodology, as
described in clause (i) of the preceding sentence  results  for  any  reason,
over  the  course  of  a  period of twelve consecutive months ending with the
month for which  the  calculation  is  being  made,  in  losses applicable to
Selkirk averaging 3.3% or greater, and (b)  application  of  the  incremental
loss  calculation  methodology  described  in  clause  (i)  of  the preceding
sentence would have resulted in  losses  applicable to Selkirk averaging less
than 3.3% over such period; or

	(2)	if, commencing with the first month of  the  fourth  year  after  the
execution of this letter agreement:  (a) use of the marginal loss calculation
methodology, as described in clause (i) of the preceding sentence results for
any  reason,  over the course of a period of twelve consecutive months ending
with the month for which the  calculation is being made, in losses applicable
to Selkirk averaging 1.4% or greater during on-peak hours or  averaging  0.5%
or greater during off-peak hours, and (b) application of the incremental loss
calculation  methodology  described  in  clause (i) of the preceding sentence
would have resulted in losses applicable  to Selkirk averaging less than 1.4%
during on-peak hours during such period or averaging less  than  0.5%  during
off-peak hours during such period, as applicable;

then Selkirk may, at its  option,  terminate the effectiveness of this letter
agreement without further obligation upon thirty days' advance written notice
and the parties shall have the  rights  and  obligations  set  forth  in  the
Agreement as in effect prior to this letter agreement.

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Mr. George J. Grunbeck
April 18, 1997
Page 3


If the foregoing accurately reflects our understanding, please execute at the
space provided below and return one executed copy of this letter agreement to
me.

                     Respectfully offered by Niagara Mohawk Power Corporation


					/s/ Clement E. Nadeau				
					-----------------------------------
					Clement E Nadeau
					Vice President Marketing & Planning



Accepted by Selkirk Cogen Partners, L.P.
  By:  JMC Selkirk, Inc., its 
       General Partner


/s/ George J. Grunbeck				May 2, 1997			
-------------------------			--------------------
Name:  George J. Grunbeck		    Date:
Title: Vice President



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