Exhibit D.

           AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT


          This AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT, dated
August 10, 2001 (the "Amendment No. 1"), is entered into by and
among Mode 1 Communications, Inc. ("M1"), Exelon Enterprises
Management, Inc., formerly known as Exelon Ventures Corp.
("Exelon"), Consolidated Edison Communications, Inc. ("CEC") and
Neon Communications, Inc. (the "Company").  M1, Exelon, and CEC
are referred to in this Amendment No. 1 collectively as the
"Stockholders."

          WHEREAS, the Stockholders and the Company entered into
a Stockholders' Agreement dated as of September 14, 2000 (the
"Stockholders' Agreement") pursuant to which the Stockholders
agreed, among other things, to establish reciprocal rights of
first offer; and

          WHEREAS, the parties mutually desire to amend the
Stockholders' Agreement to release M1, CEC and Exelon from the
mutual rights and obligations provided for in Section 8 of the
Stockholders' Agreement;

          NOW, THEREFORE, in consideration of the foregoing, the
Stockholders and the Company agree as follows:

          1.   Deletion of Section 8 of the Stockholders'
Agreement.  Section 8 of the Stockholders' Agreement is hereby
deleted in its entirety.

          2.   Full Force and Effect.  Except for the amendment
described herein, the Stockholders' Agreement shall remain in
full force and effect.

          3.  Successors and Assigns.  This Amendment No. 1 shall
inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties hereto.

          4.  Counterparts.  This Amendment No. 1 may be executed
in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          5.  GOVERNING LAW.  THIS AMENDMENT NO. 1 SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
OF LAW OF ANY JURISDICTION.

          IN WITNESS WHEREOF, the undersigned have executed,
or have caused to be executed, this Amendment No. 1 to the
Stockholders' Agreement on the date first written above.


                    MODE 1 COMMUNICATIONS, INC.

                    By: /s/ John H. Forsgren
                       Name: John H. Forsgren
                       Title: Executive Vice President and Chief
                       Financial Officer - Northeast Utilities Service
                       Company, agent for Mode 1 Communications, Inc.


                    EXELON ENTERPRISES MANAGEMENT, INC.

                    By: /s/ Robert A. Shinn
                       Name: Robert A. Shinn
                       Title: President


                    CONSOLIDATED EDISON COMMUNICATIONS, INC.

                    By: /s/ Peter Rust
                       Name: Peter Rust
                       Title: President and CEO


                    NEON COMMUNICATIONS, INC.

                    By: /s/ Stephen E. Courter
                       Name: Stephen E. Courter
                       Title: CEO