Exhibit 10-40.05
                          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         1, 1993 which has been withdrawn; and as proposed to be amended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.

         NOTE:     Because Section I of the Thirty-Second Agreement is the
                   only Section that amends the NEPOOL Agreement, only
                   that Section is reproduced and compared to the language
                   in the currently effective NEPOOL Agreement.  All other
                   text of the Thirty-Second Amendment has been deleted
                   for purposes of this compare document.

         NOW THEREFORE, the signatory Participants hereby agree as
         follows:

                                   SECTION I

                         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  and, 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
         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.

                          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
         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
         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
         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:

                                   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
         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
         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.

                                  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.

             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.


                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                            Boston Edison Company
                                                 (Participant)
                                            By: /s/ Douglas S. Horan
                                            Title: Vice President &
                                                   General Counsel
                                            Address: 800 Boylston Street (P360)
                                                     Boston, MA  02199-8001

                           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

                                              Boylston Light Department
                                              (Participant)
                                              By: /s/ H. Bradford White, Jr.
                                                  Name: H. Bradford White, Jr.
                                                  Title: Manager
                                                  Address:


                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                 Blackstone Valley Electric Company
                                 Eastern Edison Company
                                 Montaup Electric Company
                                 Newport Electric Corporation
                                 (Participant)
                                 By:   /s/ Kevin A. Kirby
                                        Title: Vice President
                                        Address: 750 West Center Street
                                        West Bridgewater, MA 02379-0543


                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                   Cambridge Electric Light Company
                                   Canal Electric Company
                                   Commonwealth Electric Company
                                   (Participant)
                                    By: /s/ Russell D. Wright
                                        Title: President and C.O.O.
                                        Address:  2421 Cranberry Highway
                                                  Wareham, MA  02571-1002


                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                  Central Maine Power Company
                                       (Participant)
                                        By: /s/ Arthur Adelberg
                                              Title:    Vice President
                                              Address:  83 Edison Drive
                                                        Augusta, ME  04336-0001


                           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, 1993 and as proposed to be
         amended by a pending amendment dated as of July 1, 1995.


                                          Central Vermont Public Service
                                          Corporation
                                                   (Participant)


                                          By: /s/ Robert Stern
                                              Name: Robert Stern
                                              Title: Senior Vice President
                                              Address: 77 Grove Street
                                                       Rutland, VT  05701-3400



                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.


                                      Chicopee Municipal Lighting Plant
                                      (Participant)
                                      By: Barry W. Soden
                                         Title: General Manager
                                         Address: 725 Front Street
                                                  Chicopee, MA  01021-0405

                           COUNTERPART SIGNATURE PAGE
                      TO THIRTY-SECOND AGREEMENT AMENDING
                        NEW ENGLAND POWER POOL AGREEMENT

                            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, 1993 and as
         proposed to be amended by a pending amendment dated as of July
         1, 1995.
                                        The Connecticut Light and Power Company
                                        Western Massachusetts Electric Company
                                        Holyoke Water Power Company
                                        Holyoke Power and Electric Company
                                        Public Service Company of New Hampshire
                                           (Participant)
                                           By: /s/ Frank P. Sabatino
                                               Title: Vice President
                                               Address: 107 Selden Street
                                                        Berlin, CT  06037-1616


                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                             Conn. Municipal Electric Energy Cooperative
                             (Participant)
                             By: /s/ Maurice R. Scully
                                 Title:  Executive Director
                                 Address: 30 Stott Avenue
                                          Norwich, CT  06360-1535


                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                 Fitchburg Gas and Electric Light Company
                                       (Participant)
                                 By: /s/ David K. Foote
                                     Title: Senior Vice President
                                     Address: 216 Epping Road
                                              Exeter, NH  03833-4575


                         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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.


                                 Village of Hardwick Electric Department
                                          (Participant)

                                  By: /s/ Jack E. Young
                                      Name: Jack E. Young
                                      Title: General Manager
                                      Address: P.O. Box 516
                                               Hardwick, VT  05843-0516

                                 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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                             Hingham Municipal Lightinq Plant
                                  (Participant)

                             By: Joseph R. Spadea, Jr.
                                 Title:   General Manager
                                 Address: 19 Elm Street
                                 Hingham, MA  02043-2518


                           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, 1993, and as proposed to
         be amended by a pending amendment dated as of July 1, 1995.


                                                New England Power Company
                                                (Participant)

                                                By: /s/ Jeffrey D. Tranen
                                                    Name:     Jeffrey D. Tranen
                                                    Title:    President
                                                    Address:  25 Research Drive
                                                              Westborough, MA
                                                              01582

                           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, 1993, and as proposed to be
         amended by a pending amendment dated as of July 1, 1995.


                                     Massachusetts Electric Company
                                     (Participant)
                                     By:  /s/ Richard P. Sergel
                                           Name:   Richard P. Sergel
                                           Title:  Chairman
                                           Address:  25 Research Drive
                                                     Westborough, MA  01582


                           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, 1993, and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                          The Narragansett Electric Company
                                          (Participant)

                                          By: /s/ Richard P. Sergel
                                          Name:   Richard P. Sergel
                                          Title:  Chairman
                                          Address: 25 Research Drive
                                                   Westborough, MA  01582

                           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, 1993, and as proposed
         to be amended by a pending amendment dated as of July 1, 1995


                                          Granite State Electric Company
                                          (Participant)
                                            By: /s/ Richard P. Sergel
                                            Name:   Richard P. Sergel
                                            Title:  Chairman
                                            Address:  25 Research Drive
                                                      Westborough, MA  01582

                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                     New Hampshire Electric Cooperative, Inc.
                                          (Participant)
                                     By: /s/Steven Kaminski
                                         Title: Director, Energy Services
                                         Address: Tenney Mountain Highway
                                                   Plymouth, NH  03264-9420




                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                          Paxton Municipal Light Department
                                          (Participant)



                                          By: /s/ Harold L. Smith
                                             Name: Harold L. Smith
                                             Title: Manager
                                             Address: 578 Pleasant Street
                                                      Paxton, MA  01612-1365

                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                  The United Illuminating Company
                                            (Participant)

                                  By: /s/ James F. Crowe
                                      Title: Vice President
                                      Address: 157 Church Street, 16th Fl.
                                               New Haven, CT  06506-0901


                           COUNTERPART SIGNATURE PAGE
                      TO THIRTY-SECOND AGREEMENT AMENDING
                          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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.

                                        UNITIL Power Corp.
                                          (Participant)
                                        By: /s/ David K. Foote
                                             Name: David K. Foote
                                             Title:  Senior Vice President
                                             Address: 216 Epping Road
                                                      Exeter, NH 03833-4575

                           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, 1993 and as proposed
         to be amended by a pending amendment dated as of July 1, 1995.



                                         Vermont Electric Power Company  Inc.
                                         (Participant)
                                            By: /s/ Richard M. Chapman
                                                Title: President/CEO
                                                Address: P.O. Box 548
                                                Rutland, VT  05702-0548


                                   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.
                   American National Power, Inc.
                   Associated Power Service, Inc.
                   Citizens Lehman Power Sales