Exhibit 4.3
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                              NSTAR
                 Votes of the Board of Trustees
                at the September 28, 2000 Meeting
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    VOTED:      That, pursuant to votes of the Trustees
                adopted on December 16, 1999 and January
                27, 2000, the Company is hereby authorized
                to issue and sell an additional
                $200,000,000 aggregate principal amount of
                the Company's 8% Notes due February 15,
                2010  (the "Additional Notes") 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 Additional Notes be issued as part
                of the Company's series of 8% Notes due
                February 15, 2010, of which $300,000,000
                aggregate principal amount of such Notes
                were issued on February 15, 2000 (the
                "Original Notes"), in accordance with and
                pursuant to the Indenture; the Additional
                Notes shall have the same terms and
                conditions, including maturity and interest
                rate, as the Original Notes, and each of
                the Chairman, the President, the Senior
                Vice President, Treasurer and Chief
                Financial Officer, the Vice President,
                Controller and Chief Accounting Officer,
                and the Assistant Treasurer is hereby
                authorized, in the name and on behalf of
                the Company, to fix the other terms of the
                offer and sale of the Additional Notes,
                including, but not limited to, the price to
                the underwriters and the public offering
                price; subject to the following
                limitations:

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

    VOTED:      That the form of the Additional Notes shall
                be the same form as the Original Notes
                which were presented to and approved by the
                Trustees on January 27, 2000; and each of
                the Chairman, the President, the Senior
                Vice President, Treasurer and Chief
                Financial Officer, the Vice President,
                Controller and Chief Accounting Officer,
                and the Assistant Treasurer is hereby
                authorized to make such changes, insertions
                and omissions as are required or permitted
                by the Indenture and to complete the form
                of Additional Notes, the completion of such
                Additional Notes to be conclusive evidence
                that the same has been approved by the
                Company.

    VOTED:      That each of the Chairman, the President,
                the Senior Vice President, Treasurer and
                Chief Financial Officer, the Vice
                President, Controller and Chief Accounting
                Officer, and the Assistant Treasurer is
                hereby authorized, in the name and on
                behalf of the Company, to execute and
                deliver a Purchase Agreement in a form
                approved by such officer or officers with
                one or more investment bankers, including
                Goldman, Sachs & Co., relating to the
                Additional Notes, 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 Company.

    VOTED:      That the designation of Bank One Trust
                Company, N.A. as the transfer agent,
                registrar and paying agent for the Original
                Notes is hereby extended to the Additional
                Notes; and that the Indenture Trustee and
                such transfer agent, registrar and paying
                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 each such transfer
                agent, registrar and paying agent with
                respect to its authority are hereby adopted
                and shall be filed with the minutes of this
                meeting.

    VOTED:      That each of the Chairman, the President,
                the Senior Vice President, Treasurer and
                Chief Financial Officer, the Vice
                President, Controller and Chief Accounting
                Officer, and the Assistant Treasurer is
                hereby authorized to file with the
                Indenture Trustee such certificates, orders
                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 execute, order
                the authentication of, issue and deliver
                the Additional Notes in accordance
                therewith.

    VOTED:      That each of the Chairman, the President,
                the Senior Vice President, Treasurer and
                Chief Financial Officer, the Vice
                President, Controller and Chief Accounting
                Officer, and the Assistant Treasurer 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 foregoing 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 28th day of September,
2000, at which meeting the entire board of Trustees was present
and voting, and that such 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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