Exhibit 10.23.4

                        SEVENTY-SECOND AGREEMENT AMENDING
                        NEW ENGLAND POWER POOL AGREEMENT
                                (NCPC AMENDMENT)

         THIS SEVENTY-SECOND AGREEMENT AMENDING NEW ENGLAND POWER POOL
AGREEMENT, dated as of April 6, 2001 ("Seventy-Second Agreement"), amends the
New England Power Pool Agreement (the "NEPOOL Agreement"), as amended.

         WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was
amended and restated by the Thirty-Third Agreement Amending New England Power
Pool Agreement dated as of December 1, 1996 (the "Thirty-Third Agreement") in
the form of the Restated New England Power Pool Agreement ("Restated NEPOOL
Agreement") attached to the Thirty-Third Agreement as Exhibit A thereto, and the
Thirty-Third Agreement also provided for the NEPOOL Open Access Transmission
Tariff (the "NEPOOL Tariff") which is Attachment B to the Restated NEPOOL
Agreement; and

         WHEREAS, the Restated NEPOOL Agreement and the NEPOOL Tariff have
subsequently been amended numerous times, with such amendments most recently
consolidated, respectively, in FERC Electric Third Revised Rate Schedule No. 5,
submitted in Docket No. ER00-2894-000, and FERC Electric Tariff, Fourth Revised
Volume No. 1, submitted in Docket Nos. EL00-62-000, et al.; and

         WHEREAS, the Participants desire to amend the NEPOOL Agreement,
including the NEPOOL Tariff, as heretofore amended, to reflect the revisions
detailed herein.

         NOW, THEREFORE, upon approval of this Seventy-Second Agreement by the
NEPOOL Participants Committee in accordance with the procedures set forth in the
NEPOOL Agreement, the Participants agree as follows:


                                    SECTION 1
                         AMENDMENTS TO THE NEPOOL TARIFF

1.1      The first sentence of the first paragraph of Section 24(a) is amended
         so that it reads:

         (a)      Until the earlier of the CMS/MSS Effective Date or the
                  implementation effective date of an order issued by the
                  Commission directing a different allocation of Congestion
                  Costs, if limitations in available transmission capacity over
                  any interface within the NEPOOL Control Area in any hour
                  require that the System Operator dispatch resources
                  out-of-merit, the System Operator shall determine for the
                  affected area or areas the aggregate of the Congestion Costs
                  for the hour.

1.2      The last paragraph in Section 24(a) is amended so that it reads:

         As used in this Section 24(a), "Congestion Costs" for an hour shall
         equal the aggregate of the portions of the uplift paid to resources for
         a Scheduled Dispatch Period that are attributable to that hour for
         those resources which were run out-of-merit because of limitations in
         transmission capacity, as such portions are calculated in accordance
         with the applicable Market Rules.


                                    SECTION 2
                                  MISCELLANEOUS

2.1      This Seventy-Second Agreement shall become effective on July 1, 2001 or
         on such other date as the Commission shall provide that the amendments
         reflected herein shall become effective.

2.2      Terms used in this Seventy-Second Agreement that are not defined herein
         shall have the meanings ascribed to them in the NEPOOL Agreement and
         NEPOOL Tariff.


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