Exhibit 4.2

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                              NSTAR
                 Votes of the Board of Trustees
                 at the January 27, 2000 Meeting
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  VOTED:    That, pursuant to votes adopted by this
            Trust on December 16, 1999, NSTAR ("the
            Company" or "the Trust") is hereby
            authorized to issue and sell $300,000,000
            aggregate principal amount of unsecured
            debentures (the "Debentures") to be issued
            under and in accordance with the provisions
            of Article Three of the Indenture dated
            January 12, 2000 between the Company and
            Bank One Trust Company, N.A., as Trustee
            (the "Indenture Trustee"), as amended and
            supplemented as of the date hereof (the
            "Indenture").

  VOTED:    That the Debentures be established as a
            series of securities in accordance with and
            pursuant to the Indenture and that the
            Chairman, the President, the Senior Vice
            President and Chief Financial Officer or the
            Vice President, Comptroller and Chief
            Accounting Officer be, and each acting
            singly is, hereby authorized, in the name
            and on behalf of the Company, to fix the
            terms of the offer and sale of the
            Debentures, including, but not limited to,
            the interest payment dates, price to the
            underwriters and the public and redemption
            provisions, if any, subject to the following
            limitations:

             Maturity Date   not to exceed ten years
                             from the date of issue

             Effective Interest Rate:   an all in
                                        effective rate
                                        to the Company
                                        not to exceed
                                        8.5%


  VOTED:    That the form of the Debentures presented to
            the Trustees at this meeting is hereby
            established, adopted and approved with such
            changes, insertions and omissions as are
            required or permitted by the Indenture and
            these votes, and that such form shall be
            filed with the minutes of this meeting; and
            that the Chairman, the President, the Senior
            Vice President and Chief Financial Officer or
            the Vice President, Comptroller and Chief
            Accounting Officer be, and each of them
            acting singly is, hereby authorized to
            complete the form of Debentures as provided
            for in these votes, the completion of such
            Debentures to be conclusive evidence that the
            same has been approved by the Company.

  VOTED:    That the form of Purchase Agreement presented
            to the Trustees at this meeting relating to
            the Debentures is hereby approved and that
            the Chairman, the President, the Senior Vice
            President and Chief Financial Officer or the
            Vice President, Comptroller and Chief
            Accounting Officer be, and each acting singly
            is, hereby authorized, in the name and on
            behalf of the Company, to execute and deliver
            a Purchase Agreement with one or more
            investment bankers, including Goldman, Sachs
            & Co., relating to the Debentures with such
            changes, insertions and omissions as the
            officer or officers executing the same may
            approve, such execution and delivery to be
            conclusive evidence of the authorization and
            approval thereof by the Trustees of the
            Trust.

  VOTED:    That Bank One Trust Company, N.A., the
            Indenture Trustee, is hereby also designated
            as the transfer agent, registrar and paying
            agent for the Debentures (the "Agent") and
            that the Indenture Trustee and the Agent
            shall be entitled to the estate, powers,
            rights, authorities, benefits, privileges and
            immunities set forth in the Indenture; and
            that such resolutions, if any, as are
            customarily requested by the Indenture
            Trustee and the Agent with respect to its
            authority are hereby adopted and shall be
            filed with the minutes of this meeting.

  VOTED:    That the Chairman, the President, the Senior
            Vice President and Chief Financial Officer or
            the Vice President, Comptroller and Chief
            Accounting Officer be, and each of them is,
            hereby authorized to file with the Indenture
            Trustee a certificate setting forth the form
            and terms of the Debentures as established by
            and pursuant to these votes and the written
            order for the certification and delivery to
            the purchasers at the time and in the manner
            specified in the Purchase Agreement for the
            Debentures; and that the officers of the
            Company be, and each of them acting singly
            is, hereby authorized to take such further
            action and execute such certificates,
            instruments and other documents as in the
            judgment of such officers or officer will
            comply with the provisions of the Indenture
            and the Purchase Agreement and to issue and
            deliver the Debentures in accordance
            therewith.

  VOTED:    That the Chairman, the President, the Senior
            Vice President and Chief Financial Officer or
            the Vice President, Comptroller and Chief
            Accounting Officer of the Company are, and
            each acting singly is, hereby authorized to
            execute and deliver such other documents and
            take such further actions in the name of the
            Company as the officers or officer so acting
            shall deem advisable to implement the
            foregoing votes, such execution and delivery
            or the taking of any action to be conclusive
            evidence of its authorization by the Company.

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This is to certify that the above and forgoing is a true and
correct copy of votes adopted by the Board of Trustees of NSTAR
at a meeting duly convened and held on the 27th day of January,
2000, at which meeting a majority of the Board was present and
voting, and that said votes have not been annulled, revoked or
amended in any way but are in full force and effect.

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                                /s/ Michael P. Sullivan
                                Secretary/Clerk

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