<PAGE>
                                             EXHIBIT (1O)(i)



                   THIRTIETH AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT


     THIS AGREEMENT, dated as of the 1st day of June, 1993 is
entered into by the signatories hereto for the amendment by them
of the New England Power Pool Agreement dated as of September 1,
1971 (the "NEPOOL Agreement"), as previously amended by twenty-
eight (28) amendments, the most recent of which was dated as of
September 15, 1992, and as proposed to be amended by a pending
twenty-ninth amendment dated as of May 1, 1993.
     WHEREAS, the signatory Participants propose to amend the
provisions on NEPOOL planning in the NEPOOL Agreement, and to
provide for new categories of Pool-Planned Facilities and Pool-
Planned Purchases and to couple this with a change in the
definition of Pool-Planned Unit to reference only existing Units;
and
     WHEREAS, the proposed amendments are intended, among other
things, to facilitate the use of revenue bond financing by
Participants which are Massachusetts municipal utilities, and to
avoid in the future controversies over criteria for the
designation of Pool-Planned Units.
     NOW THEREFORE, the signatories hereby agree as follows:
<PAGE>
                            SECTION 1
                            AMENDMENTS
     Section 1.       Amendment of Section 7.12
     Section 7.12(j) is amended to read as follows:
          (j)  coordinating the review of proposed plans of
               Participants pursuant to Sections 10.1, 10.4 and
               11.1 and coordinating the submission of
               recommendations to the Management Committee
               regarding such proposed plans;

     Section 7.12 is further amended by deleting the and" at the
end of Subsection (i) and by adding the following new Subsections
at the end of the Section:
          (k)  to the extent appropriate, enabling the planning
               and installation of reliable and economical bulk
               power supply and related facilities of NEPOOL by
               establishing reasonable criteria, guidelines and
               methods relating to the appropriate provisions for
               integrated bulk power supply planning and related
               facilities on behalf of all the NEPOOL
               Participants;

          (l)  preparing forecasts of the aggregate coincidental
               Adjusted Load of the Participants and of the
               Annual and Monthly Peaks and the Adjusted Annual
               and Monthly Peaks of each of the Participants for
               use by the Management Committee in estimating "C"
               and "E" for purposes of Section 9.2(a); and

          (m)  coordinating with neighboring pools, non-
               Participants and the regional reliability council
               on matters of regional planning and regional
               reliability.

Section 2.     Amendment of Section 9.4(a)

Section 9.4(a) is amended to read as follows:

     (a)  At the conclusion of each Capability Period, the
          Operations Committee shall determine whether each
          Participant has satisfied its Capability Responsibility
          obligation for each month during such Capability
          Period.  If the minimum monthly System Capability of a
          Participant during a month was less than its Capability
          Responsibility, the number of Kilowatts of its
          deficiency shall be computed and the Participant shall
<PAGE>
          pay a Capability Responsibility adjustment charge for
          the month computed at the rate prescribed by Section
          9.4(b).  For purposes of Sections 9.4(a) and 9.4(d),
          the minimum monthly System Capability of a Participant
          for a month during a Capability Period is equal to the
          sum of (i) the Participant's lowest System Capability
          (as determined without taking into account any
          Entitlements in Pool-Planned Facilities initially
          placed in commercial operation during the Capability
          Period) for any day during the month, plus (ii) for
          each Pool-Planned Facility initially placed in
          commercial operation during the Period on or prior to
          the first day of the third month of the Period,
          one-sixth of (A) the amount of the Participant's
          Entitlement, if any, in such Facility times (B) the
          number of full months during such period that such
          Facility was in commercial operation, subject to the
          right of the Participant to elect, by written notice
          received by the chairman of the Operations Committee
          prior to the end of the Period, not to receive credit
          under this clause (ii), plus (iii) for each Pool-
          Planned Facility initially placed in commercial
          operation during the period on or prior to the first
          day of the month and for which no credit was given
          under clause (ii), the amount of the Participant's
          Entitlement, if any, in such Facility.  Retirements
          made on the last day of any month shall not be deducted
          from System Capability for that month.

Section 3.     Amendment of Section 10.1

Section 10.1 is amended to read as follows:

10.1      Recommendation of Additional Facilities

          The Management Committee shall periodically review the
          need for, and shall recommend, additions to and changes
          in generating and transmission facilities of the
          Participants, or sales to or purchases of power from
          Non-Participants, to meet the reliability standards
          established by it pursuant to Section 5.13 and the
          other objectives of NEPOOL.  In making its review and
          recommendations, the Management Committee shall give
          due consideration to (i) reports of the Policy Planning
          Committee as to any alternatives proposed by the Policy
          Planning Committee, and (ii) such other matters as the
          Management Committee deems pertinent.

          The Management Committee shall specify the type, range
          of capacity, target date for initial commercial
          operation and other appropriate characteristics of
          recommended facilities.
<PAGE>
          At least once every three years the Management
          Committee shall adopt a ten-year NEPOOL expansion plan
          specifying the type and timing of additional generating
          units, PTF facilities and other resources recommended
          for commercial operation during the period of the
          expansion plan.

          The Management Committee shall also periodically review
          the need for, and shall recommend, arrangements to meet
          the reliability standards established by it pursuant to
          Section 5.13 and the other objectives of NEPOOL, under
          which Participants, affiliates of Participants or other
          persons may effect additions to and changes in
          generating and transmission facilities for use by
          Participants.  Any such facilities shall be eligible
          for designation as Pool-Planned Facilities under
          Section 11.1.

Section 4.     Amendment of Section 10.6

Section 10.6 is amended to read as follows:

10.6      Increase in Reserves Because of Non-NEPOOL Planned Unit
          or Facility

          If a Participant has at any time an Entitlement in a
          generating unit placed in commercial operation after
          October 31, 1975, which is not a Pool-Planned Unit or a
          Pool-Planned Facility and with respect to which no
          significant firm commitments to manufacturers or
          constructors were made on or before November 1, 1971,
          and as a result of the character, size or operation of
          such unit NEPOOL reserves are required to be increased,
          such Participant shall be responsible for providing (at
          its expense and, if more than one Participant has an
          Entitlement in the unit, in proportion to its
          Entitlement in such unit) the required additional
          NEPOOL reserves for so long as, and to the extent that,
          such increase is required by reason of such unit, or
          until such unit is accepted by the Management Committee
          as a Pool-Planned Unit or a Pool-Planned Facility;
          provided that such Entitlement shall be included in the
          Participant's System Capability for Capability
          Responsibility purposes.

Section 5.     Amendment of Section 11.1

Section 11.1 is amended to read as follows:

11.1      Pool Access Objectives; Designation of Pool-Planned
          Facilities or Purchases
<PAGE>
          It is an objective of NEPOOL that each Participant
          shall have an appropriate opportunity to meet its
          Capability Responsibility from Pool-Planned Facilities.

          It is recognized that in the past Participants have
          satisfied their generating needs in various ways, as
          sole or joint owners of generating units, as joint
          owners of interests in generating companies, as
          purchasers from other Participants or Non-Participants
          under Unit Contracts or as wholesale customers,
          although some smaller Participants have indicated a
          desire to change their mode of participation in the
          future by ceasing to be wholesale customers in whole or
          part.  It is anticipated that such smaller Participants
          and their suppliers will work out individual
          arrangements covering the phase-out of present
          contracts and that in many cases this may best be
          accomplished over a five-to-ten year period. 
          Furthermore, Participants have participated in
          transmission facilities as sole owners, as joint owners
          of interests in transmission companies, or by entering
          into joint long-term support arrangements, and it is
          expected that this diversity will continue in the
          future because of the varying situations of the
          Participants.  Many of the joint arrangements have been
          arranged or facilitated by NEPOOL action, and it is a
          continuing objective of NEPOOL to facilitate, in
          appropriate circumstances, joint generation and
          transmission arrangements through the designation of
          Pool-Planned Facilities and Pool-Planned Purchases.

          A Participant which proposes, or whose affiliate
          proposes, a joint arrangement for the installation with
          other Participants of an additional generating unit
          rated 25 MW (gross) or above or a transmission facility
          rated 69 kV or above, or for a purchase jointly with
          other Participants of a Unit Contract Entitlement from
          a Non-Participant may submit, in such form, manner and
          detail as the Management Committee or the Policy
          Planning Committee may reasonably prescribe, a request
          to the Management Committee to designate the generating
          unit or the transmission facility as a Pool-Planned
          Facility or the purchase as a Pool-Planned Purchase, as
          the case may be.  If the request relates to an
          additional generating unit or transmission facility to
          be installed by the Participant or its affiliate, the
          request shall be submitted at or before the time the
          Participant's plan for the facility is submitted
          pursuant to Section 10.4.  it shall be a condition to
          the granting of the requested Pool-Planned status for a
          generating unit or purchase that the share of the unit
          or purchase which the Participant proposes to make
          available for joint participation be at least a 25%
<PAGE>
          share and that it be offered first to all other
          Participants on a fair and nondiscriminatory basis,
          before any offering is made to Non-Participants.

          The Policy Planning Committee shall review the
          Participant's proposal to determine its consistency
          with NEPOOL objectives and shall report the results of
          its review to the Management Committee.  If the
          Management Committee determines, on the basis of the
          Policy Planning Committee's report and such other
          information as the Management Committee deems
          appropriate, that the proposal is consistent with
          NEPOOL objectives and that the Participant has made the
          offer of joint participation contemplated by this
          Section, if required, (whether or not such offer has
          been accepted by one or more other Participants), it
          shall designate the proposed generating unit or
          transmission facility as a Pool-Planned Facility, or
          shall designate the purchase as a Pool-Planned
          Purchase, as the case may be.

          Provided the Participant has offered at least 25% of
          the capacity to other Participants through joint
          ownership or unit contract participation, the
          Management Committee may not unreasonably withhold
          designation as a Pool-Planned Facility of a generating
          unit proposed to be constructed by one or more
          Participants in order to satisfy their anticipated
          Capability Responsibilities and/or to provide an
          appropriate mix of their generating capabilities if the
          needs of such Participants in these regards have not
          been satisfied from other units or facilities
          designated as Pool-Planned on a basis consistent with
          the following objectives:

          (a)  Each Participant should have a reasonable
               opportunity to satisfy its load over some
               reasonable time period with a mix of generation
               reasonably comparable as to economics and types to
               that being developed for New England.

          (b)  No Participant should be required to subject
               itself to an excessively disproportionate exposure
               to backup power costs or reserve obligations as a
               result of having to take any Entitlement which is
               excessively disproportionately large as compared
               to the Participant's size, or as the result,
               during any sustained period, of having to take a
               disproportionate portion of its capacity from
               immature units.

          (c)  No Participant which has maintained an integrated
               system in the past should be required to impair
<PAGE>
          the attractiveness of its securities in the
          capital markets by making unreasonably large capital
          investments in new generation or by becoming dependent
          upon other Participants for a substantially
          disproportionate amount of its System Capability.

     Section 6.       Amendment of Section 15.33

     Section 15.33 is amended to read as follows:

          15.33       Pool-Planned Unit is one of the following
                      units:  New Haven Harbor Unit 1 (Coke
                      Works), Mystic Unit 7, Canal Unit 2,
                      Potter Unit 2, Wyman Unit 4, Stony Brook
                      Units 1, lA, lB, lC, 2A and 2B, Millstone
                      Unit 3, Seabrook Unit 1 and Waters River
                      Unit 2 (to the extent of 7 megawatts of
                      its Summer Capability and 12 megawatts of
                      its Winter Capability).

     Section 7.       Addition of New Section 15.33A

     The Agreement is amended by adding new Section 15.33A, as
follows:

          15.33A      Pool-Planned Facility and Pool-Planned
                      Purchase are, respectively, (a) (i) a
                      generating unit or transmission facility
                      designated as a "Pool-Planned Facility"
                      pursuant to Section 11.1 or (ii) which was
                      designated as a "Pool-Planned facility"
                      pursuant to Section 10.1 prior to January
                      1, 1993, and (b) a purchase from a Non-
                      Participant designated by the Management
                      Committee as a "Pool-Planned Purchase"
                      pursuant to Section 11.1; provided that a
                      "Pool-Planned Purchase" will not be
                      entitled to transfer rights under Section
                      13.2(c), but Section 13.2(c) shall
                      continue to be effective as to existing
                      and new purchases from Hydro-Quebec
                      utilizing the HQ Interconnection.


                            SECTION II

                    EFFECTIVENESS OF AGREEMENT

     Following its execution by the requisite number of
Participants, this Agreement, and the amendments provided for
<PAGE>
above shall become effective on September 30, 1993, or on such
later date as the Federal Energy Regulatory Commission shall
provide that such amendment shall become effective.

                           SECTION III
                      USAGE OF DEFINED TERMS
     The usage in this Agreement of terms which are defined in
the NEPOOL Agreement shall be deemed to be in accordance with the
definitions thereof in the NEPOOL Agreement.

                            SECTION IV
                           COUNTERPARTS
     This Agreement may be executed in any number of counterparts
and each executed counterpart shall have the same force and
effect as an original instrument and as if all the parties to all
the counterparts had signed the same instrument.  Any signature
page of this Agreement may be detached from any counterpart of
this Agreement without impairing the legal effect of any
signatures thereof, and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it
one or more signature pages.

     IN WITNESS WHEREOF, each of the signatories has caused a
counterpart signature page to be executed by its duly authorized
representative, as of the 1st day of June, 1993.

<PAGE>
                    COUNTERPART SIGNATURE PAGE
                 TO THIRTIETH AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT
                     DATED AS OF JUNE 1, 1993

     The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-eight (28) amendments
(with a pending twenty-ninth (29) amendment dated as of May 1,
1993), the most recent prior amendment which has become effective
being an amendment dated as of September 15, 1992.


<PAGE>
                 THIRTY-FIRST AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT
               __________________________________


     THIS AGREEMENT, dated as of the 1st day of July, 1995, is
entered into by the signatory Participants for the amendment by
them of the New England Power Pool Agreement dated as of
September 1, 1971 (the "NEPOOL Agreement"), as previously amended
by twenty-nine (29) amendments, the most recent of which was
dated as of May 1, 1993, and as previously proposed to be amended
by a thirtieth amendment dated as of June 1, 1993 which has been
withdrawn.
     WHEREAS, Participants have not been permitted by the terms
of the NEPOOL Agreement to make sales of energy to other
Participants or Non-Participants while retaining for their own
Capability Responsibility accounting purposes the Capability
related to the energy resource, and therefore there has been no
opportunity for energy transactions directly between
Participants, or between Participants and Non-Participants,
without the Participant seller's loss of Capability for
Capability Responsibility accounting purposes; and 
     WHEREAS, the requirement that power transactions include
both Capability and energy has limited implementation of economic
coordination transactions among Participants and between
Participants and Non-Participants; and
     WHEREAS, the Participants desire to amend the NEPOOL
Agreement to permit two types of transactions, No Capability
<PAGE>
Transactions and Energy Only Transactions, that transfer energy
without affecting the Participant seller's Capability for
Capability Responsibility accounting purposes.
     NOW THEREFORE, the signatory Participants hereby agree as
follows:

                            SECTION I
     The NEPOOL Agreement is amended by adding Attachment A
hereto as a Supplement to, and part of, the NEPOOL Agreement.

                            SECTION II
                    EFFECTIVENESS OF AGREEMENT
     Following its execution by the requisite number of
Participants, this Agreement, and the amendment adding the
attached Supplement to the NEPOOL Agreement, shall become
effective on October 1, 1995, or if the Federal Energy Regulatory
Commission shall not permit such effective date, then this
Agreement and the attached Supplement shall become effective on
the first day of such later month as the Federal Energy
Regulatory Commission shall provide.

                           SECTION III
                      USAGE OF DEFINED TERMS
     Except as otherwise provided in the attached Supplement,
usage in this Agreement and the Supplement of terms which are
<PAGE>
defined in the NEPOOL Agreement shall be deemed to be in
accordance with the definitions thereof in the NEPOOL Agreement.

                            SECTION IV
                           COUNTERPARTS
     This Agreement may be executed in any number of counterparts
and each executed counterpart shall have the same force and
effect as an original instrument and as if all the parties to all
the counterparts had signed the same instrument.  Any signature
page of this Agreement may be detached from any counterpart of
this Agreement without impairing the legal effect of any
signatures thereof, and may be attached to another counterpart of
this Agreement identical in form hereto but having attached to it
one or more signature pages.

     IN WITNESS WHEREOF, each of the signatory Participants have
caused a counterpart signature page to be executed by its duly
authorized representative, as of the 1st day of July, 1995.
<PAGE>
                    COUNTERPART SIGNATURE PAGE
                TO THIRTY-FIRST AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT

                    DATED AS OF JULY 1, 1995 


     The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1993.



                              __________________________________
                                         (Participant)

          

                              By: _____________________________
                                   Name:
                                   Title:
                                   Address:
<PAGE>
                 THIRTY-SECOND AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT


     THIS THIRTY-SECOND AGREEMENT, dated as of the 1st day of
September, 1995, is entered into by the signatory Participants
for the amendment by them of the New England Power Pool Agreement
dated as of September 1, 1971 (the "NEPOOL Agreement"), as
previously amended by twenty-nine (29) amendments, the most
recent of which was dated as of May 1, 1993; as previously
proposed to be amended by a thirtieth amendment dated as of June
1, 1993 which has been withdrawn; and as proposed to be amended
by a pending thirty-first amendment dated as of July 1, 1995.
     WHEREAS, the NEPOOL Review Committee has been reconstituted,
in response to a general invitation issued in early 1995 by the
NEPOOL Participants, to include representatives of independent
power producers ("IPPs"), power marketers, power brokers, utility
regulators, environmental groups and others, and the Committee is
currently discussing a restructuring of NEPOOL in light of the
emerging changes in the electric utility industry;
     WHEREAS, the NEPOOL Review Committee's January 1995 Phase
One Report concluded as part of the NEPOOL restructuring that
"NEPOOL membership should be open to a broad spectrum of
entities";
     WHEREAS, IPPs are permitted to become Participants under
current NEPOOL provisions and the Participants are willing,
consistent with the NEPOOL Review Committee's Phase One Report,
to amend the NEPOOL Agreement also to permit power marketers and
<PAGE>
power brokers to become Participants;
     WHEREAS, as an interim step in the restructuring of NEPOOL
the Participants are willing to amend the NEPOOL Agreement to
permit power marketers and power brokers to become Participants
now, even before the completion of the restructuring of NEPOOL,
to facilitate their participation in bulk power transactions in
New England and more directly in the day-to-day activities of
NEPOOL;
     WHEREAS, certain New England utilities that have chosen so
far not to become Participants have expressed their interest in
amending language to the NEPOOL Agreement in order to make
membership in NEPOOL more desirable to them;
     WHEREAS, the amendments proposed herein do not change the
voting and governance provisions of the NEPOOL Agreement;
     WHEREAS, representatives of certain of the IPPs and power
marketers have expressed in NEPOOL Review Committee discussions
(1) the belief that any amendments to the NEPOOL Agreement
designed to effect the restructuring of NEPOOL should be preceded
by an amendment to the NEPOOL voting and governance structure so
that IPPs and power marketers can participate fully and have a
separate vote on all restructuring matters placed before the
NEPOOL Executive Committee, (2) the concern that the interests of
IPPs and power marketers may not be adequately addressed in the
restructuring discussions in the NEPOOL Executive Committee
during the interim period when the terms of NEPOOL restructuring
are being discussed, and (3) the position that the issue of
<PAGE>
whether and, if so, how to amend the definition of the term
"Entity" under Section 15.14 of the NEPOOL Agreement to include
end-users should be addressed and resolved during the NEPOOL
restructuring process;
     WHEREAS, during NEPOOL Review Committee discussions, various
NEPOOL Participants have expressed (1) their belief that the
NEPOOL voting and governance structure (a) should be fair, (b)
should take into account the interests of all members and reflect
votes that are appropriately weighted in relationship to each
member's responsibilities and obligations (i.e. transmission,
generation and/or load), and (c) should minimize the
opportunities for gridlock, (2) their desire to involve
substantively the IPPs, power marketers, power brokers, Federal
and state regulators, and any other interested entities in the
restructuring effort, but not to impede the operations of NEPOOL
during the restructuring process, and (3) the desire first to
assure the opportunity for broader membership by all entities
transacting business in the wholesale bulk power market in New
England before addressing whether and, if so, how to involve end-
users in the Pool;
     WHEREAS, in order to address the IPPs' and power marketers'
beliefs, concerns, positions, desires, and interests, the
Participants have invited IPPs, power marketers, and power
brokers that elect to become Participants after this Thirty-
Second Agreement is effective to select a common representative
to receive notice of all meetings of the NEPOOL Executive
<PAGE>
Committee, NEPOOL Operations Committee, and NEPOOL Policy
Planning Committee and to attend those meetings and act as their
common spokesperson at such meetings;
     WHEREAS, those IPPs and power marketers involved in the
NEPOOL Review Committee effort which are listed in Attachment 1
to this Thirty-Second Agreement have provided the Participants
assurances that these IPPs and power marketers support or do not
oppose acceptance of this Thirty-Second Agreement by the Federal
Energy Regulatory Commission (the "Commission");
     WHEREAS, in reliance on and subject to the assurances of the
IPPs and power marketers described in the preceding paragraph,
the Participants, IPPs and power marketers participating in the
NEPOOL Review Committee effort have agreed that governance and
voting issues relative to IPPs and power marketers are among the
priority issues identified in the NEPOOL Review Committee's Phase
One Report and that they will continue to use their best efforts
to resolve these issues expeditiously through the NEPOOL Review
Committee; and
     WHEREAS, Participants, IPPs and power marketers have also
agreed that the issue of whether and, if so, how to amend the
NEPOOL Agreement to permit membership by those not eligible for
NEPOOL membership after this Thirty-Second Agreement becomes
effective should be addressed before completion of the NEPOOL
restructuring process;
     NOW THEREFORE, the signatory Participants hereby agree as
follows:
<PAGE>
                            SECTION 1
                  AMENDMENTS TO NEPOOL AGREEMENT

     1.   The definition of "Entity" in Section 15.14 of the
NEPOOL Agreement, as heretofore amended, is amended to read as
follows:
     Entity is any person or organization engaged in the electric
     utility business (the generation and/or transmission and/or
     distribution of electricity for consumption by the public,
     or the purchase, as principal or broker, of electric energy
     and/or capacity for resale at wholesale), whether the United
     States of America or Canada or a state or province or a
     political subdivision thereof or a duly established agency
     of any of them, a private corporation, a partnership, an
     individual, an electric cooperative or any other person or
     organization recognized in law as capable of owning property
     and contracting with respect thereto.  No person or
     organization shall be deemed to be an Entity if the
     generation, transmission, or distribution of electricity by
     such person or organization is primarily conducted to
     provide electricity for consumption by such person or
     organization or an affiliated person or organization.

     2.   Section 5.15 of the NEPOOL Agreement, as heretofore
amended, is amended to re-letter paragraph (h) as paragraph (i)
and by inserting the following new paragraph (h) after present
<PAGE>
paragraph (g):
     (h)  The Management Committee shall have the authority, at
          the time that it acts on an Entity's application
          pursuant to Section 1.2 to become a Participant, to
          waive, conditionally or unconditionally, compliance by
          such Entity with one or more of the obligations imposed
          by this Agreement if the Committee determines that such
          compliance would be unnecessary or inappropriate for
          such Entity and the waiver for such Entity will not
          impose an additional burden on other Participants.

     3.   Section 5.16 of the NEPOOL Agreement, as heretofore
amended, is hereby amended to read as follows:

     Each member of the Management Committee or that member's
     designee shall be entitled to attend any meeting of the
     Executive Committee, Operations Committee, and Policy
     planning Committee and shall have a reasonable opportunity
     to express views on any matter to be acted upon at the
     meeting.

                            SECTION II
                PARTICIPATION ON NEPOOL COMMITTEES
     The Participants that are the signatories to this Thirty-
Second Agreement agree that they will cause their representatives
to take action in the NEPOOL Executive Committee, the NEPOOL
<PAGE>
Operations Committee and the NEPOOL Policy Planning Committee to
authorize the IPPs, power marketers and power brokers that become
Participants (collectively, such IPPs, power marketers, and power
brokers are hereinafter referred to as "non-utility
Participants") to designate as a group after this Thirty-Second
Agreement becomes effective, a non-voting representative for each
of the NEPOOL Executive Committee, NEPOOL Operations Committee,
and NEPOOL Policy Planning Committee.  The right to designate
such representatives to the NEPOOL Executive Committee, NEPOOL
Operations Committee, and NEPOOL Policy Planning Committee shall
be in addition to, and not in lieu of, such non-utility
Participants' rights under the existing provisions of the NEPOOL
Agreement to be represented by members on the NEPOOL Operations
Committee and NEPOOL Policy Planning Committee.  If the non-
utility Participants designate a representative for the NEPOOL
Executive Committee, NEPOOL Operations Committee or NEPOOL Policy
Planning Committee, that representative shall be treated as if he
or she were a member of that Committee for purposes of notice of
and participation in Committee meetings, but shall not be
entitled to vote, and shall not be deemed a member of the
Committee for purposes of determining the number of votes
required for Committee action.
<PAGE>
                           SECTION III
           EFFECTIVENESS OF THE THIRTY-SECOND AGREEMENT
     This Thirty-Second Agreement, and the amendments provided
for above, shall become effective on November 15, 1995, or on
such other date as the Federal Energy Regulatory Commission shall
provide that such amendments shall become effective.

                            SECTION IV
                      USAGE OF DEFINED TERMS
     The usage in this Thirty-Second Agreement of terms which are
defined in the NEPOOL Agreement shall be deemed to be in
accordance with the definitions thereof in the NEPOOL Agreement.

                            SECTION V
                           COUNTERPARTS
     This Thirty-Second Agreement may be executed in any number
of counterparts and each executed counterpart shall have the same
force and effect as an original instrument and as if all the
parties to all the counterparts had signed the same instrument.
Any signature page of this Thirty-Second Agreement may be
detached from any counterpart of this Thirty-Second Agreement
without impairing the legal effect of any signatures thereof, and
may be attached to another counterpart of this Thirty-Second
Agreement identical in form thereto but having attached to it one
or more signature pages.
<PAGE>
     IN WITNESS WHEREOF, each of the signatories has caused a
counterpart signature page to be executed by its duly authorized
representative, as of the 1st day of September, 1995.
<PAGE>
                    COUNTERPART SIGNATURE PAGE
               TO THIRTY-SECOND AGREEMENT AMENDING
                 NEW ENGLAND POWER POOL AGREEMENT

                  DATED AS OF SEPTEMBER 1, 1995


     The NEPOOL Agreement, being dated as of September 1, 1971,
and being previously amended by twenty-nine (29) amendments the
most recent of which was dated as of May 1, 1995, and as proposed
to be amended by a pending amendment dated as of July 1, 1995


                                   ______________________________
                                            (Participant)


                                   By: __________________________
                                        Name:
                                        Title:
                                        Address:
<PAGE>
                            APPENDIX 1

     The following independent power producers and power
marketers who are participating in the work of the NEPOOL Review
Committee have provided the Participants assurances that they
support or do not oppose acceptance of the foregoing Agreement by
the Federal Energy Regulatory Commission:
          Enron Power Marketing, Inc.
          Coastal Electric Services Corp.
          North American Energy Conservation, Inc. 
          KCS Power Marketing, Inc.
          Electric Clearing House, Inc.