SC 13D/A

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549


                                SCHEDULE 13D
                                  (Rule 13d-101)

             UNDER THE SECURITIES EXCHANGE ACT OF 1934

                           (Amendment No. 1)

                       NEON Communications, Inc.
- -----------------------------------------------------------------------------
                          (Name of Issuer)

                 Common Stock, $.01 par value per share
- -----------------------------------------------------------------------------
                        (Title of Class of Securities)

                                   640  506  10 1
- -----------------------------------------------------------------------------
                                (CUSIP Number)

Jeffrey C. Miller, Esq., Northeast Utilities Service Company,
107 Selden Street, Berlin, Connecticut 06037 (860) 665-3532
- -----------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

                                October 19, 2000
- -----------------------------------------------------------------------------
 (Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13-d-
1(e), 13d-1(f) or 13d-1(g), check the following box        .

Note.  Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7 for other parties to whom copies are to be sent.


1  NAMES OF REPORTING PERSONS              Mode 1 Communications, Inc.

I.R.S. IDENTIFICATIN NO. OF ABOVE
PERSONS (ENTITIES ONLY)                               06-1455488

2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP      (a)     (b)X

3 SEC USE ONLY

4 SOURCE OF FUNDS
                                                       None

5  CHECK IF DISCLOSURE OF LEGAL PROCEEDING
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
                                                    Connecticut

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER                            None  (Item 5)

8   SHARED VOTING POWER                       13,837,717 (Item 5)

9   SOLE DISPOSITIVE POWER                        None

10  SHARED DISPOSITIVE POWER                     4,774,038

11  AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON                13,837,717

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES

13  PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)                                           64.8 %

14  TYPE OF REPORTING PERSON
                                                    CO

CUSIP No. 640 506 10 1

1  NAMES OF REPORTING PERSONS                   NU Enterprises, Inc.

I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)                            06-1533877

2  CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP    (a)   (b)X

3  SEC USE ONLY

4  SOURCE OF FUNDS
                                                    None

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
                                                  Connecticut

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER                          None  (Item 5)

8   SHARED VOTING POWER                       13,837,717 (Item 5)

9   SOLE DISPOSITIVE POWER                           None

10  SHARED DISPOSITIVE POWER
                                                  4,774,038

11  AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON                   13,837,717 

12  CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (11) EXCLUDES CERTAIN SHARES

13  PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (11)                                          64.8 %

14  TYPE OF REPORTING PERSON                                 CO


CUSIP No. 640 506 10 1

1  NAMES OF REPORTING PERSONS                  Northeast Utilities

I.R.S. IDENTIFICATION NO. OF  ABOVE
PERSONS (ENTITIES ONLY)                                   04-2147929

2  CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP   (a)    (b)X

3  SEC USE ONLY

4  SOURCE OF FUNDS
                                                None

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
                                               Massachusetts

NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH:

7.   SOLE VOTING POWER                      None  (Item 5)

8   SHARED VOTING POWER                     13,837,717 (Item 5)

9   SOLE DISPOSITIVE POWER                      None

10  SHARED DISPOSITIVE POWER
                                                 4,774,038

11  AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON                  13,837,717 

12   CHECK BOX IF THE AGGREGATE AMOUNT
 IN ROW (11) EXCLUDES CERTAIN SHARES

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                                           64.8 %

14  TYPE OF REPORTING PERSON       OO

Item 1.  Security and Issuer.

(a) Class:
     Common Stock, par value $.01 per share

(b) Name  of Issuer:
      NEON Communications, Inc.

(c) Address of Issuer's Principal Executive Office:
     2200 West Park Drive, Westborough, Massachusetts 01851

Item 2.  Identity and Background.

(a) Name of Filing Person:

     Northeast Utilities (NU), on behalf of itself, its wholly owned
subsidiary NU Enterprises, Inc. (NUEI), and Mode 1 Communications, Inc. (Mode
1), a wholly owned subsidiary of NUEI.

(b) Address of principal business and principal office:

      The principal business and principal office address of NU, NUEI and
Mode 1 is 107 Selden Street, Berlin, Connecticut 06037.


(c) Principal Business:

      Public utility and other services.

(d), (e)  None of NU, NUEI and Mode 1 has been convicted, during the last
five years, in a criminal proceeding (excluding traffic violations or similar
misdemeanors).  None of NU, NUEI, and Mode 1 was a party, during the last
five years, to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.

(f) Citizenship

     NU is a Massachusetts voluntary trust.  NUEI and Mode 1 are Connecticut
corporations.

Trustees, Directors and Executive Officers of NU, NUEI, and Mode 1:

(a)  Name:
      Cotton M. Cleveland
(b)   Residence or Business Address:
      123 Main Street, P.O. Box 935, New London, NH 03257
(c)   Present Principal Occupation:
      President, Mather Associates

(a)   Name:
      Sanford Cloud, Jr.
(b)   Residence or Business Address:
      475 Park Avenue South, 19th Floor, New York, NY 10016
(c)   Present Principal Occupation:
      President and Chief Executive Officer,
      The National Conference for Community and Justice

(a)   Name:
      William F. Conway
(b)   Residence or Business Address:
      41588 North 107th Way, Scottsdale, AZ 85262
(c)   Present Principal Occupation:
      President, William F. Conway & Associates, Inc.

(a)   Name:
      E. Gail de Planque
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      President, Strategy Matters, Inc.

(a)   Name:
      John H. Forsgren
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      Executive Vice President and Chief Financial Officer,
      Northeast Utilities

(a)   Name:
      Raymond L. Golden
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      Independent Consultant

(a)   Name:
      Cheryl W. Grise
(b)   107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      Senior Vice President, Secretary and General Counsel,
      Northeast Utilities

(a)   Name:
      Elizabeth T. Kennan
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      President Emeritus of Mount Holyoke College

(a)   Name:
      Bruce D. Kenyon
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      President-Generation Group, Northeast Utilities

(a)   Name:
      Hugh C. MacKenzie
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      President-Retail Business Group, Northeast Utilities

(a)   Name:
       Michael G. Morris
(b)    Residence or Business Address:
       107 Selden Street, Berlin, CT 06037
(c)    Present Principal Occupation:
       Chairman of the Board, President and Chief Executive Officer,
       Northeast Utilities

(a)   Name:
      Emery G. Olcott
(b)   Residence or Business Address:
      800 Research Parkway, Meriden, CT 06450
(c)   Present Principal Occupation:
      Chairman, President and Chief Executive Officer,
      Packard BioScience Company

(a)   Name:
      William J. Pape II
(b)   Residence or Business Address:
      398 Meadow Street, P. O. Box 2090, Waterbury, CT 06722-0290
(c)   Present Principal Occupation:
      Publisher, Waterbury Republican-American

(a)   Name:
      Robert E. Patricelli
(b)   Residence or Business Address:
      22 Waterville Road, Avon, CT 06001
(c)   Present Principal Occupation:
      Chairman, President and Chief Executive Officer,
      Women's Health USA, Inc.

(a)   Name:
      Thomas W. Philbin
(b)   Residence or Business Address:
      24 Prime Parkway, Natick, MA 01760
(c)   Present Principal Occupation:
      President, HEC Inc.

(a)   Name:
      Frank P. Sabatino
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      Senior Vice President-Power Marketing, Select Energy, Inc.

(a)   William W. Schivley
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      President, Select Energy, Inc.

(a)   Gary D. Simon
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      Senior Vice President-Enterprise Development and Analysis,
      Northeast Utilities Service Company

(a)   Name:
      John F. Swope
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
       Attorney

(a)   Lisa J. Thibdaue
(b)   Residence or Business Address:
      107 Selden Street, Berlin, CT 06037
(c)   Present Principal Occupation:
      Vice President-Rates, Regulatory Affairs and Compliance,
      Northeast Utilities Service Company

(a)   Name:
      John F. Turner
(b)   Residence or Business Address:
      1800 North Kent Street, Suite 1120, Arlington, VA 22209
(c)   Present Principal Occupation:
      President and Chief Executive Officer, The Conservation Fund

(d) , (e) To the best knowledge of NU, NUEI, and Mode 1, no
trustee, director or officer of NU, NUEI, or Mode 1 has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a
result of which it, he or she is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violations with respect to such laws.

(f) Citizenship:

Each of the trustees, officers and directors of NU, NUEI, and Mode 1 is a
citizen of the United States of America.

Item 3.  Source and Amount of Funds or Other Consideration.
          None.

Item 4.  Purpose of Transaction.
         See Item 6, below.

Item 5.  Interest in Securities of the Issuer.
(a) and (b).  The following table sets forth the aggregate number of shares
and percentages of the outstanding shares of Common Stock of NEON
Communications, Inc. beneficially owned by Mode 1 and through Mode 1, by NU
and NUEI, and by each executive officer, director and controlling person, if
any, of Mode 1, NU and NUEI,  and, with respect to the knowledge of Mode 1,
NU and NUEI, each other party who may be deemed together with Mode 1 to
constitute a group.  Any of the aforementioned persons whose names do not
appear in the table below do not beneficially own any shares of Common Stock
of NEON Communications, Inc.  Except as otherwise noted, each person listed
has sole voting and dispositive power over all shares listed opposite its
name.



                                     Number of shares          Percentage of
Name of Person           beneficially owned        outstanding shares

Mode 1
   Communications, Inc.       13,837,717*#@            64.8%

Exelon Ventures Corp.         9,381,916*               56.3%

Consolidated Edison
   Communications, Inc.        9,381,916*              56.3%

New England Business
Trust                                     9,229,839#                  43.2%

NUEI owns all of the issued and outstanding shares of Mode 1, and NU owns all
of the issued and outstanding shares of NUEI.  Therefore, NU and NUEI are
indirect beneficial owners of all of the Shares owned by Mode 1.  Pursuant to
Section 13(d)(3) under the Securities Exchange Act, Consolidated Edison
Communications, Inc., Exelon Ventures Corp. and Mode 1 may be deemed to
beneficially own the shares of Common Stock of NEON Communications, Inc.
owned by the others as result of the limited agreement as to voting described
in Item 6, below.  Pursuant to Section 13(d)(3) under the Securities Exchange
Act, New England Business Trust and Mode 1 may be deemed to beneficially own
the shares of Common Stock of NEON Communications, Inc. owned by the others
as result of the limited agreement as to voting described in Item 6, below.

Two directors of Mode 1 Communications, Inc. have legal or beneficial
ownership of NEON Communications Common Stock, described as follows:

Gary D. Simon, has reported, as of December 31, 1999, that he owns options to
purchase 5,462 shares.

John H. Forsgren, has reported, as of December 31, 1999, that he owns options
to purchase 5,462 shares.

________________
*Shared voting power as to 9,381,916 shares for the limited purpose described
in Item 6, below.

# Shared voting power as to 9,229,839 shares for the limited purpose
described in Item 6, below.

@ Shared voting and dispositive power with NU and NUEI as to 4,774,038 shares
owned by Mode 1.
________________


No person named in response to Item 2 has effected any transaction in the
class of securities reported on during the past 60 days.  To the knowledge of
the reporting persons named herein, neither CECI nor Exelon has effected any
transaction in the class of securities reported on during the past 60 days.

Item 6.  Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.


Mode 1, Exelon Ventures Corp. ("Exelon"), Consolidated Edison Communications,
Inc. ("CECI"; Mode 1, Exelon, and CECI being referred to each as a
"Stockholder" and in the aggregate as "Stockholders") and NEON
Communications, Inc. ("NEON Communications") are parties to a Stockholders'
Agreement dated as of September 14, 2000 (the "September Stockholders'
Agreement") under which the Stockholders agreed to vote all of the shares of
Common Stock of NEON Communication owned by them or over which any of them
had voting control, so as to fix the numbers of directors of NEON
Communications at nine, to elect two directors designated by Mode 1 initially
John H. Forsgren and Gary D. Simon, one director designated by Exelon
Ventures Corp., initially Robert A. Shinn, and one member designated by CECI,
initially Peter A. Rust.  Each of the Stockholders also agreed not to vote to
remove any director designated by any of the other Stockholders, except for
bad faith or willful misconduct.  Mode 1's right to designate two directors
shall be reduced to one in the event its stock ownership is reduced below
certain specified levels.

Each of the Stockholders also granted to the other Stockholders on a pro rata
basis certain rights of first offer with respect to any transfers (including
upon the occurrence of certain bankruptcy or insolvency events) of shares of
Common Stock of NEON Communications owned by it, except for transfers of up
to 160,000 shares within any rolling 12-month period, transfers to certain
affiliated parties, and certain change in control transactions with respect
to the ultimate parent of the Stockholder.

In addition, under a certain FiveCom, Inc. Principal Stockholders Agreement
(the "CMP Agreement"), dated May 28, 1998 between NU and Central Maine Power
Company ("CMP"), Mode 1 and NEON Communications have certain rights to
acquire shares of NEON Communications owned by CMP and NEON Communications
has certain rights to acquire its shares owned by Mode 1, in each case in the
event of a third party offer and upon the occurrence of certain bankruptcy
and insolvency events.  Pursuant to the September Stockholders' Agreement,
NEON Communications has granted to each of the Stockholders on a pro rata
basis an option to acquire any shares of NEON Communications which NEON
Communications has a right to acquire from CMP and to each of the
Stockholders, other than Mode 1, on a pro rata basis an option to acquire any
shares of NEON Communications which NEON Communications has a right to
acquire from Mode 1.  NEON Communications has agreed to exercise its rights
under the CMP Agreement upon exercise of these rights by the Stockholders.

As of October 19, 2000, the CMP Agreement was amended by a First Amendment to
Northeast Optic Network, Inc. Principal Stockholders Agreement.  This
amendment added Mode 1 and New England Business Trust, an indirect wholly-
owned subsidiary of CMP, as parties to the CMP Agreement.  The purpose of
this amendment was to (i) allow the resale of shares held by the parties
pursuant to Rule 144 under the Securities Act of 1933 and (ii) to agree among
the parties as to voting of shares for directors.  The amendment states that
parties to the CMP Agreement agree to vote their shares so as to fix the
number of directors of NEON Communication at nine (9), and to elect (i) two
members designated by NU, initially John H. Forsgren and Gary D. Simon and
(ii) two members designated by NEBT, initially Michael McClain and Michael I.
German. Each of the parties also agreed not to vote to remove any director
designated by the other party, except for bad faith or willful misconduct.
Each Party's right to designate two directors shall be reduced to one in the
event its stock ownership is reduced below certain specified levels.


Item 7.  Material to be Filed as Exhibits.

Exhibit A: Stockholders' Agreement dated September 14, 2000*
Exhibit B: FiveCom, Inc. Principal Stockholders Agreement
Exhibit C: First Amendment to Northeast Optic Network, Inc.
     Principal Stockholders Agreement

* Previously filed
_________________
   The  remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

 Includes 4,607,878 shares beneficially held by others who, together
with Mode 1 Communications, Inc., may be held to constitute a group and
4,455,801 shares beneficially held by others who, together with Mode 1
Communications, Inc., may be held to constitute a group.

  Includes 4,607,878 shares beneficially held by others who may be held
to constitute a group of which subsidiary is a member and 4,455,801 shares
beneficially held by others who may be held to constitute a group of which
subsidiary is a member.


                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.

November 9, 2000

                         /s/ Randy A. Shoop
                          Name: Randy A. Shoop
                          Title: Assistant Treasurer-Finance
                          of Northeast Utilities,
                          on behalf of itself and its subsidiaries,
                          NU Enterprises Inc. and Mode 1 Communications, Inc.

EX-99.1

EXHIBIT B


               FiveCom, Inc. Principal Stockholders Agreement

THIS AGREEMENT, made as of this 28th day of May, 1998, by and between
Central Maine Power Company, a Maine investor-owned utility and Maine
corporation with a place of business at Augusta, Maine and mailing address of
83 Edison Drive, Augusta, Maine 04336 (hereinafter called "CMP") and
Northeast Utilities, a Massachusetts business trust with a place of business
in Brush Hill, Massachusetts and mailing address of P. O. Box 270, Hartford,
Connecticut 06141-0270 (hereinafter called "NU").

WITNESSETH:

WHEREAS, CMP and certain affiliates and certain affiliates of NU intend
to enter  into a Restructuring and Contribution Agreement, the intent of
which is to cause the creation of FiveCom, Inc. a Delaware corporation
(hereinafter called "FiveCom"), which will succeed to the ownership of
FiveCom LLC (hereinafter called "Old FiveCom"), NECOM LLC and FiveCom of
Maine LLC, Massachusetts limited liability companies, and result in CMP,
through its affiliate MaineCom Services, owning 52.76%, and NU, through its
affiliate Mode 1 Communications, Inc. (formerly NU/Mode 1 Communications,
Inc. and hereinafter called "Mode 1"), owning 40.78%, of the common stock of
FiveCom (all of such transactions being hereinafter called, collectively, the
"Restructuring'); and

    WHEREAS, CMP and NU intend to sell certain of the common stock which they
own in FiveCom in a public offering (hereinafter called the "Offering") and
to cause FiveCom to offer certain of its own shares in such Offering as well,
such that the parties will collectively own, post-Offering, approximately 51%
or more of the common stock of FiveCom; and

    WHEREAS, the parties desire to preserve certain of the rights that each
has under the NECOM LLC Amended and Restated Operating Agreement, dated as of
July 11, 1996, by and between Old FiveCom and Mode 1 following the
Restructuring and prior to the Offering, and, following the Offering, to
alter such rights going forward, upon the terms stated below.

      NOW, THEREFORE, CMP and NU agree as follows:


                       ARTICLE 1
                  POST-RESTRUCTURING/PRE-OFFERING RIGHTS

   1.1 Between the Restructuring and the Offering, each party agrees that,
without the agreement and consent of the other party, it will not permit
FiveCom, nor will such party permit any of its respective subsidiaries,
including, respectively, MaineCom Services and Mode 1, to take any action the
effect of which would be to allow or cause FiveCom to take any of the
following actions:

      a. Contracts With A Party or Affiliate. Enter into any material
agreement, contract, instrument or other transaction with either party or any
affiliate thereof, other than any 100% owned subsidiary of FiveCom (such
approval not to be unreasonably withheld if entered into at no greater than
market rates, on commercially reasonable terms and conditions such as are no
less favorable to FiveCom than would be available in a bona fide arms' length
transaction with a person, trust, corporation, organization, partnership or
other entity (hereinafter called "Person") which is not an affiliate);

       b. Merger, Sale of Assets. Merge or consolidate with any Person,
liquidate or dissolve, change its form of organization, or sell, lease,
exchange or transfer all or substantially all of its assets;

       c. Indebtedness. Authorize the incurrence, assumption or guaranty, or
suffer the existence, of any indebtedness in excess of the sum of (A) $50,000
in the aggregate during any one fiscal year and at any one time outstanding,
(B) a reasonable amount of working capital indebtedness, (C) indebtedness
secured by "Permitted Liens" and (D) any other indebtedness in an operating
budget previously approved by the parties or otherwise permitted under (f);
"Permitted Liens" is hereby defined to mean any mortgage, deed of trust,
security interest, pledge, hypothecation, encumbrance, lien (statutory or
other), or other security agreement and the filing of any financing statement
under the Uniform Commercial Code or comparable law of any jurisdiction in
respect of any of the foregoing (hereinafter called "Lien") created by the
security documents in connection with a loan from any lender which provides
financing for the purchase and installation of any portion of New England
Optical Network and/or any extension or refinancing thereof; (b)
materialmen's, mechanics', workers', repairmen's, employees' or other like
Liens in favor of any Person which arise in the ordinary course of business
of FiveCom but not (unless otherwise permitted by this Agreement) in
connection with any indebtedness or guarantee obligation; (c) Liens arising
out of judgments,  award or appeals with respect to which at the time an
appeal or proceeding for review is being prosecuted in good faith and which
have been bonded or for the payment of which adequate reserves shall have
been provided; (d) any Lien securing indebtedness permitted under this
Section; and (e) minor defects, irregularities, encumbrances and clouds on
title and statutory liens which do not materially impair the property
affected thereby and which do not individually or in the aggregate materially
impair the performance, cost efficiency, value, utility, remaining economic
useful life, reliability or residual value of the property of FiveCom or the
use thereof for its intended purpose.

      d. Amendments or Assignments, etc.  Amend or modify, waive compliance
with any material provision of, terminate, assign any material rights FiveCom
may have under, or consent to or permit the assignment by any other Person of
any material right such Person may have under, or giving consents or
exercising material rights under, or agreeing to any such amendment,
modification, termination or consent of, or agreeing to any waiver of
compliance with any provision of, or agreeing to any such assignment or
exercise of any rights under, the agreements, documents, instruments and
contracts listed under the following exhibit designations in Item 16(a) to
the Registration Statement on Form S-1 of NorthEast Optic Network, Inc. filed
with the Securities and Exchange Commission on May 22, 1998: 1.1-4.3 and
10.1-10.37, and any other material agreement to which the Company is a party.

      e. Liens. Creating or otherwise allowing any Lien to be on, or
otherwise to affect, any of FiveCom's property, except Permitted Liens;

       f. Budget and Capital Improvements.  Adopt the annual budgets and
approve capital expenditures exceeding the limits therein or as otherwise
approved hereunder; notwithstanding the foregoing, FiveCom's management may
authorize capital expenditures or indebtedness arising out of an emergency
which requires immediate action, so long as they give notice to the parties
as soon as possible of the incurrence of such expenditures and obtain any
requisite consent to the continuation of any such expenditures after the
immediate emergency has passed;

       g. Charges.  Approve annually (at the same time as the budget is
approved as per paragraph (f) above) all charges under the agreements or
contracts referenced in paragraph (a) above, and any exercise of any material
rights or elections under such agreements or contracts;

       h. Bankruptcy Filing.  (i) Commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian or other similar official for it or for all or
any substantial part of its assets, or making a general assignment for the
benefit of its creditors; or (ii) if there shall be commenced against FiveCom
any case, proceeding or other action of a nature referred to in clause (i)
above, taking any action in furtherance of, or indicating its consent to,
approval of, or acquiescence, therein, or (iii) admitting in writing its
inability to pay its debts as they become due; and

       i. Sale of Valuable Assets.  Sell, assign or otherwise transfer title
to any asset, or any group of assets in the same transaction, or in related
transactions, having an aggregate value in excess of $500,000.

                     ARTICLE 2
                  RIGHT OF FIRST OFFER

    2.1 (a) Offer to Company and Other Party:  If either party ("Offering
Party") desires to sell, transfer or otherwise dispose for value all or any
of its common stock of FiveCom, other than in connection with the Offering,
such Offering Party (or its successor in interest, if any, should the
Offering Party have dissolved or filed for bankruptcy) shall first offer such
common stock to the Company and the other party ("Offeree Party") by giving
to the Company and to the Offeree Party written notice (the "Offer Notice")
of such Offering Party's desire to sell, transfer, or otherwise dispose of
such common stock, and all material terms and conditions of the offer
(including, without limitation, the proposed purchase price).  Failure on the
part of the Offering Party to issue such Offer Notice and/or to thereafter
observe the requirements of this Section 2.1 (a) shall render any purported
transfer of such common stock void and of no effect.  The Company and the
Offeree Party shall have an option to purchase such common stock on such
terms, and at such offering price as set forth in the Offering Notice.  Such
option shall be exercised within thirty (30) days after such notice by notice
to the Offering Party.  The Company shall have priority over the Offeree
Party, and, if the Company exercises its option, the option of the Offeree
Party shall only cover  that portion of the common stock, if any, not covered
by the Company in exercising its option.  In the event that neither the
Company nor the Offeree Party exercises their options as to all offered
common stock within thirty (30) days after the Offer Notice by giving notice
of their exercise of such option, or, having given notice of exercise of the
option, are unable to consummate the purchase for reasons beyond the Offering
Party's control within a period ending thirty (30) days after the date of the
last qualifying  notice of exercise, the Offering Party within one hundred
eighty (180) days after the expiration of the last right of the Company and
the Offeree Party to purchase such common stock, may sell or assign any
remaining, common stock, on substantially the terms stated in the Offer
Notice and at a  price no lower than set forth in the Offer Notice.  If such
180-day period has expired, the price is lower, or the other terms are
different in any material respect, the Offering Party shall be obligated to
re-offer the common stock in accordance with the terms of this Section 2.1.
Any transfer of common stock undertaken pursuant to this Section shall be
subject to the provisions of Section 2.3

    (b) Option to Purchase on Certain Events:  Upon either party filing for
bankruptcy or other similar relief, making a general assignment for benefit
of its creditors or having a petition for bankruptcy or similar relief filed
against it which results in an order not dismissed within 60 days, the
Company and the other party shall have an option to purchase all of the
common stock owned by such party's predecessor in interest (or, in the case
of the debtor in possession, owned by such party) under the procedures set
forth in subsection (a) above, other than that (i) the price shall be the
Fair Market Value, as determined in accordance with subsection (c) below, and
(ii) if the Company does not receive an Offer Notice, the rights of the
Company and the other party shall accrue upon the receipt of actual notice by
the Company of the event triggering its rights hereunder.  In the event that
there is no Offer Notice, the Company shall send the other party a notice of
its rights hereunder within 60 days after the Company receives such actual
notice.  The provisions of subsection (a) above shall also govern in the
event that the options under this subsection (b) are not fully exercised.

    (c) Determination of Fair Market Value:  For the purpose of this
Agreement, the parties shall attempt to agree on the Fair Market Value of the
common stock.  If not agreed to by the parties within sixty (60) days after a
request seeking an agreement as to Fair Market Value under this Agreement
either by a party or by the Company, each party shall immediately name an
appraiser and the two appraisers so named shall, within twenty days of the
date of the response of such party, name a third appraiser (the "Third
Appraiser"); provided that if a party shall fail to name its appraiser in a
timely fashion, the appraiser named by the other party in a timely fashion
shall be the sole appraiser.  The panel of three appraisers, or the appraiser
named by the single party in a timely fashion, as the case may be, shall
issue a written report determining the Fair Market Value of the common stock,
which report shall be issued by no later than the date sixty (60) days after
the date of the response of such party.  If the panel of appraisers is not
unanimous in its determination of Fair Market Value, then the opinion of the
Third Appraiser shall be controlling.  Such determination whether made by the
unanimous panel of appraisers, the Third Appraiser, or, if one of the parties
shall have failed to name its appraiser in a timely fashion, the single
appraiser named by a party in a timely fashion, shall constitute the Fair
Market Value of the common stock and shall be binding and conclusive on the
parties.  The closing on the transfer of the common stock shall occur on the
date 120 days after the initial request for an agreement as to Fair Market
Value, unless the parties shall establish an earlier date.  The price to be
paid at the closing shall be the Fair Market Value of the common stock, and
the sale shall be for cash.

 2.2 (a) Disposition:  Subject to this Article 2, neither party may
sell, assign, transfer, exchange, mortgage, pledge, grant, hypothecate, or
otherwise transfer ("Dispose" or "Disposition") all or a portion of the
party's common stock,

         (i)  without an opinion of counsel satisfactory to the Company that
such assignment satisfies registration requirements under, or is exempt
from the registration requirements of, the applicable state and federal
securities laws; and

        (ii)  unless and until the Company receives from the assignee the
information and agreements that the Company may reasonably require,
including but not limited to any taxpayer identification number and any
agreement that may be required by an taxing jurisdiction.

      (b) Conditions for Transfer:  In the event of the Disposition of a
party's common stock, and as a condition to recognizing of the effectiveness
and binding nature of any such Disposition, the other party or the Company
may require the selling party and the proposed purchaser,  transferee or
successor-in-interest, as the case may, be to execute, acknowledge and
deliver to the Company and the other party such instruments of transfer,
assignment and assumption and such other certificates, representations and
documents, and to perform all such other acts which the Company and the other
party may deem necessary or desirable to:

       (i)   constitute such purchaser, as transferee or successor-in-
interest as  such;

      (ii)   confirm that the person desiring to acquire an interest or
interests in the Company has accepted, assumed and agreed to be subject and
bound by all of the terms, obligations and conditions of this Agreement, as
the same may have been  further amended; and

      (iii)   assure compliance with any applicable state and federal laws
including securities laws and regulations.


     (c) Effective Date, Indemnification:  The Disposing party hereby agrees
to indemnify the Company and the other party against any and all loss,
damage, or expense (including, without limitations, tax liabilities or loss
of tax benefits) arising directly or indirectly as a result of any transfer
or purported transfer in violation of this Article 2.

     (d) Permitted Transfers:  Common stock may be transferred (without
regard to this Article 2) to those affiliates of a party with which such
party is consolidated for federal income tax purposes, provided, however,
that the successor-in-interest complies with Section 2.2(b).

     (e) Dispositions not in Compliance with this Article Void:  Any
attempted Disposition of common stock by either party, other than in
accordance with this Article 2, shall be, and is declared to be, null and
void ab initio.

                      ARTICLE 3
                    POST OFFERING RIGHTS

        3.1 Following the Offering and so long as (a) NU's common stock
interest in FiveCom is at least 10% of the outstanding common stock of
FiveCom, fully diluted, and (b) the aggregate common stock interest of NU and
CMP is at least 33 1/3% of the outstanding common stock of FiveCom, fully
diluted (the first date when either such circumstance shall not exist being
hereinafter called the "Release Date"), each party agrees that, without the
agreement and consent of the other party, it will not permit FiveCom, nor any
of its respective subsidiaries, including, respectively, MaineCom Services
and Mode 1, to take any action the effect of which would be to allow or cause
FiveCom to take any of the actions specified in Sections 1.1(b) and (h)
above.

     3.2 Following the Release Date, this Agreement shall be of no further
force and effect.

                        ARTICLE 4
                         MISCELLANEOUS

   4.1 Limitation of Liability.  No shareholder or trustee of NU or
shareholder or director of CMP shall be held to any liability whatever for
the payment of any sum of money or for damages or otherwise under this
Agreement, and this Agreement shall not be enforceable against any such
trustee or director in their or his or her individual capacities or capacity
and this Agreement shall be enforceable against the trustees of NU and the
directors of CMP only as such, and every person, firm, association, trust or
corporation having any claim or demand arising under this Agreement and
relating to NU or CMP, their respective shareholders, trustees or directors
shall look solely to the trust estate of NU or the assets of CMP for the
payment or satisfaction thereof.

     4.2 Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Massachusetts.

4.3 Counterparts. This Agreement may be executed by the parties in one
or more counterparts, all of which, taken together, constitute one Agreement.


      IN WITNESS WHEREOF, we have hereunto set our hand on the date set forth
beside our names.

Dated: May 28, 1998


CENTRAL MAINE POWER COMPANY


By: /s/David Marsh___________________
Its: Chief Financial Officer


NORTHEAST UTILITIES


By: _/s/_John H. Forsgren
Its: Executive Vice President and Chief Financial Officer

EX-99.2

Exhibit C.

FIRST AMENDMENT
TO
NORTHEAST OPTIC NETWORK, INC. PRINCIPAL STOCKHOLDERS AGREEMENT

		This First Amendment, dated as of October 19, 2000 ("Amendment No.
1"), to the FiveCom, Inc. Principal Stockholders Agreement (the "Agreement"),
dated as of May 28, 1998, by and between Central Maine Power Company, a Maine
corporation and wholly owned subsidiary of CMP Group, Inc. ("CMP"), and
Northeast Utilities, a Massachusetts business trust ("NU").  This First
Amendment is by and among CMP, NU and New England Business Trust, a
Massachusetts business trust and an indirect wholly owned subsidiary of CMP
("NEBT"), and Mode 1 Communications, Inc., an indirect wholly owned
subsidiary of NU ("Mode 1" and together with NEBT, the "Stockholders" and
each a "Stockholder").  All capitalized terms used herein but not defined
shall have the respective meanings ascribed to them in the Agreement.

W I T N E S S E T H:

		WHEREAS, CMP, MaineCom Services, a wholly owned subsidiary of CMP,
NEBT, NU and NorthEast Optic Network, Inc. (previously known as FiveCom, Inc.
and now known as NEON Optica, Inc.) (hereinafter, "NEON") are parties to a
Memorandum of Understanding dated as of March 7, 2000 (the "MOU");
		WHEREAS,  pursuant to an agreement and plan of merger, in September
2000, NEON became a wholly-owned subsidiary of NEON Communications, Inc. (the
"Company")  and all shares of Common Stock of NEON were converted into and
became shares of common stock of the Company, and in connection with such
merger;
		WHEREAS, pursuant to paragraphs 5 and 6 of the MOU, CMP and NU
agreed to amend the Agreement to add NEBT as a party and to provide that each
of NEBT and NU shall be permitted to sell its shares of common stock, $.01
par value per share, of the Company (the "common stock") pursuant to Rule 144
of the Securities Act of 1933, as amended (the "Act"), without complying with
the rights of first offer contained in Article 2 of the Agreement and to
provide for voting obligations of the parties with respect to the election of
directors to the Board of Directors of the Company (the "Board"); and
		WHEREAS, CMP and NU desire to amend the Agreement to also add Mode
1 as a party and as required by the MOU and as more fully set forth herein.
		NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:

1.	Each of NEBT and Mode 1 shall be added as a party to the Agreement.
2.	Section 2.2(d) of the Agreement is hereby deleted in its entirety and
replaced by the following new Section 2.2(d):
(d) 	Permitted Transfers: Common stock may be transferred without regard to
this Article 2:
(i) 	to those affiliates of a party with which such party is
consolidated for federal income tax provisions, provided,
however, that the successor-in-interest complies with Section
2.2(b); and
(ii) 	pursuant to Rule 144 of rules and regulations promulgated
under the Securities Act of 1933, as amended, or a successor
provision thereto.
3.	Article 4 shall be renumbered Article 5 and Sections 4.1, 4.2 and 4.3
shall be renumbered 5.1, 5.2 and 5.3, respectively.
4.	The following new Article 4 shall be added to the Agreement:
ARTICLE 4

VOTING OF SHARES

	4.1	Subject to Section 4.4 below, in any and all elections of directors
to the Board (whether at a meeting or by written consent in lieu of a
meeting), each of the Stockholders shall vote or cause to be voted all Shares
(as defined in Section 4.3 below) owned by it, or over which it has voting
control, and otherwise use its respective best efforts ("Vote"), so as to fix
the number of directors of the Board at nine (it being understood that one
board seat is currently vacant and is anticipated to be filled by the next
chief executive officer of the Company, when one is hired) and to elect (i)
two members designated by NU, initially John H. Forsgren and Gary D. Simon,
and (ii) two members designated by NEBT, initially F. Michael McClain and
Michael I. German; provided, however, that the Stockholders shall have no
obligation to elect any designee whom the Board, in its reasonable
discretion, has deemed an unacceptable candidate for election.
	4.2	No Stockholder shall Vote to remove any director designated by the
other Stockholder, except for bad faith or willful misconduct with respect to
the business affairs of the Company on the part of such director.
	4.3	"Shares" shall mean and include any and all shares of common stock
and/or shares of any other class of the capital stock of the Company, by
whatever name called, which carry voting rights (including voting rights
which arise by reason of default) and shall include any such shares now owned
or subsequently acquired by a Stockholder, or any of its respective
affiliates, as such term is defined in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended
("Affiliates"), however acquired, including, without limitation, shares
acquired as a result of any stock splits, stock dividends or
recapitalizations.
	4.4	In the event that the number of Shares held by:
(a) 	NEBT falls below 2,701,629, then NU shall only be obligated to
vote its Shares for one (1) nominee designated by NEBT or its affiliates;
(b) 	NEBT falls below 1,000,672, then NU shall not be obligated to
vote any of its Shares for a nominee designated by NEBT or its affiliates;
(c)	NU falls below 2,086,732, then NEBT shall only be obligated to
vote its Shares for one (1) nominee designated by NU or its affiliates; and
(d) 	NU falls below 772,917, then NEBT shall not be obligated to
vote any of its Shares for a nominee designated by NU or its affiliates;
provided, however, that the number of Shares referred to in (a) through (d)
shall be adjusted to reflect any stock splits, recapitalizations or similar
changes in the number of Shares outstanding.
5. 	Except as amended in this Amendment No. 1, all other provisions of the
Agreement remain in full force and effect.
6.	 This Amendment No.1 may be executed in counterparts, each of which
shall be deemed an original and all of which together shall constitute one
and the same instrument.
		IN WITNESS WHEREOF, the parties hereto have executed this Amendment
No. 1

					CENTRAL MAINE POWER COMPANY



					By: _/s/ Sara J. Burns_________________
					       Name: Sera J. Burns
					       Title: President


					NEW ENGLAND BUSINESS TRUST


					By: _/s/ Robert D. Kump__________________
					       Name: Robert D. Kump
					       Title: Treasurer



					NORTHEAST UTILITIES


					By: _/s/ John F. Forsgren______________
					       Name: John F. Forsgren
					       Title: Executive Vice President and Chief
						      Financial Officer



					MODE 1 COMMUNICATIONS, INC.



					By: _/s/ David R. McHale____________
					       Name: David R. McHale
					       Title: Vice President and Treasurer