35-CERT

                                                 FILE NO. 70-9343

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

               				     NORTHEAST UTILITIES ("NU")
			          NORTHEAST UTILITIES SERVICE COMPANY ("NUSCO")

             CERTIFICATE OF PARTIAL CONSUMMATION WITH RESPECT TO
                    GUARANTEES ISSUED BY NU IN SUPPORT OF
                   OBLIGATIONS OF NONUTILITY SUBSIDIARIES
 

     Pursuant to the requirements of Rule 24(a) of the Commission's
regulations under the Public Holding Company Act of 1935, as amended, NU and 
NUSCO (collectively, the "Applicants") hereby report and certify as follows:

     On November 30, 1998, NU partially consummated the transactions as 
contemplated in the Application/Declaration, as amended (the "Application") 
in File No. 70-9343, insofar as the Application related to issuance of 
guarantees by NU in support of the obligations of nonutility subsidiaries 
(the "Transactions").  The Transactions were carried out in accordance with 
the terms and conditions of and for the purposes represented by the 
Application and the order of the Commission issued on November 12, 1998 in 
this file (SEC Release No. 35-26939, File No. 70-9343). 

The following additional exhibits are filed herewith:

B.1  NU Guaranty (execution copy), dated as of November 30, 1998, made by NU, 
in favor of the Participating Banks, the Issuing Bank and the Administrative 
Agent, all named in a $50,000,000 Letter of Credit and Reimbursement 
Agreement, dated as of November 30, 1998, among Select Energy, Inc., the 
Participating Banks, the Administrative Agent, the Issuing Bank and 
Documentation Agent, and the Syndication Agent named therein.

B.2	NU Performance Guaranty of Select Energy, Inc. All Requirements Power 
Supply Agreement with Boston Edison Company (execution copy), dated as of 
November 30, 1998.

December 10, 1998

NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY                     
BY	  /s/David R. McHale	
Name:  David R. McHale
Title:  Vice President and Treasurer

EX-10.1

[EXECUTION COPY]


NORTHEAST UTILITIES GUARANTY

GUARANTY, dated as of November 30, 1998, made by NORTHEAST UTILITIES, an 
unincorporated voluntary business association organized under the laws of the 
Commonwealth of Massachusetts (the "Guarantor"), in favor of the 
Participating Banks (the "Participating Banks") parties to the Reimbursement 
Agreement (as defined below), The First National Bank of Chicago, as issuing 
bank (together with its successors and assigns in such capacity, the "Issuing 
Bank") under the Reimbursement Agreement, and Union Bank of California, N.A. 
("Union Bank"), as administrative agent (together with its successors and 
assigns in such capacity, the "Administrative Agent") for the Participating 
Banks and the Issuing Bank.

PRELIMINARY STATEMENTS

(1)	The Administrative Agent, the Issuing Bank, The First National Bank of 
Chicago, as Documentation Agent, Barclays Bank PLC, as Syndication Agent, and 
the Participating Banks have entered into a Letter of Credit and 
Reimbursement Agreement, dated as of the date hereof (said Agreement, as it 
may hereafter be amended, supplemented or otherwise modified from time to 
time, being the "Reimbursement Agreement", the terms defined therein and not 
otherwise defined herein being used herein as therein defined), with Select 
Energy, Inc., a corporation organized and existing under the laws of the 
State of Connecticut (the "Account Party").  The Guarantor owns directly 100% 
of the issued and outstanding shares of capital stock of the Account Party, 
and will derive substantial direct and indirect benefit from the transactions 
contemplated by the Reimbursement Agreement.

(2)	It is a condition precedent to the issuance of the Letter of Credit 
pursuant to the Reimbursement Agreement that the Guarantor shall have 
executed and delivered this Guaranty.

NOW, THEREFORE, in consideration of the premises and in order to induce the 
Issuing Bank to issue the Letter of Credit pursuant to the Reimbursement 
Agreement and the Participating Banks to participate in the Letter of Credit 
and all drawings thereunder, the Guarantor hereby agrees as follows:

SECTION 1.  Certain Defined Terms.  As used in this Guaranty, the following 
terms shall have the following meanings (such meanings to be applicable to 
the singular and plural forms of the terms defined):

"Aggregate Dividend Paying Availability" means the aggregate amount (without 
duplication) of consolidated retained earnings and consolidated capital 
surplus, paid in, of the Operating Companies available for the payment of 
dividends to the Guarantor, after giving effect to any legal, regulatory or 
contractual restrictions applicable to the payment of such dividends, 
together with any accrued interim liabilities for dividends declared and 
payable to the Guarantor, in each case to the extent payment thereof is not 
in default or restricted by law, regulation or contract.

"CL&P Indenture" has the meaning assigned to that term in Section 8(a)(ii)(B) 
hereof.

"Common Equity" means, at any date for any Person, an amount equal to the sum 
of the aggregate of the par value of, or stated capital represented by, the 
outstanding common shares of such Person and its Subsidiaries and the 
surplus, paid-in, earned and other, if any, of such Person and its 
Subsidiaries, in each case as determined on a consolidated basis in 
accordance with generally accepted accounting principles.

"Consolidated Interest Expense" means, for any Person, for any period, the 
aggregate amount of any interest required to be paid during such period by 
such Person and its Subsidiaries on Debt (including the current portion 
thereof) (as determined on a consolidated basis in accordance with generally 
accepted accounting principles).

"Consolidated Operating Income" means for any Person, for any period (as 
determined on a consolidated basis in accordance with generally accepted 
accounting principles), such Person's and its Subsidiaries' operating income 
for such period, adjusted as follows:
 
(i)	increased by the amount of income taxes accrued less the amount of 
income taxes paid by such Person and its Subsidiaries during such period, if 
and to the extent deducted in the computation of such Person's and its 
Subsidiaries' consolidated operating income for such period;

(ii)	increased by the amount of any depreciation and amortization deducted in 
the computation of such Person's and its Subsidiaries' consolidated operating 
income for such period; and
	
(iii)  decreased by the amount of any capital expenditures paid by such 
Person and/or its Subsidiaries to the extent not deducted in the computation 
of such Person's and its Subsidiaries' consolidated operating income for such 
period.

"Debt" means, for any Person, without duplication, (i) indebtedness of such 
Person for borrowed money, including but not limited to obligations of such 
Person evidenced by bonds, debentures, notes or other similar instruments, 
(ii) obligations of such Person to pay the deferred purchase price of 
property or services (excluding any obligation of such Person to the United 
States Department of Energy or its successor with respect to disposition of 
spent nuclear fuel burned prior to April 3, 1983), (iii) obligations of such 
Person as lessee under leases which shall have been or should be, in 
accordance with generally accepted accounting principles, recorded as capital 
leases, (iv) obligations under direct or indirect guaranties in respect of, 
and obligations (contingent or otherwise) to purchase or otherwise acquire, 
or otherwise to assure a creditor against loss in respect of, indebtedness or 
obligations of others of the kinds referred to in clauses (i) through (iii) 
above, and (v) liabilities in respect of unfunded vested benefits under ERISA 
Plans.

"Existing Credit Facilities" means (i) the several Three-Year Credit 
Agreements, each dated as of December 1, 1992, entered into with individual 
banks by (A) CL&P, the Guarantor and WMECO, as "Borrowers" thereunder and 
NUSCO as the "Borrowers' Agent" thereunder and (B) CL&P, the Guarantor, 
WMECO, HWP, NNECO and RRR, as "Borrowers" thereunder and NUSCO as the 
"Borrowers' Agent" thereunder; (ii) the Credit Agreement, dated as of 
November 21, 1996, among the Guarantor, CL&P, WMECO, the "Co-Agents" and 
"Lenders" named therein, and Citibank, N.A., as "Administrative Agent" 
thereunder; and (iii) the Credit Agreement, dated as of February 10, 1998, 
among the Guarantor, Toronto Dominion (Texas), Inc., and the Lenders named 
therein, each described on Schedule I hereto, in each case as amended, 
modified or supplemented to the date hereof, together in each case with all 
"Notes" issued and "Advances" made thereunder.

"Financing Agreement" has the meaning assigned to that term in Section 8(e).

"First Mortgage Bonds" means any bond, however designated, entitled to the 
benefits of a First Mortgage Indenture.

"First Mortgage Indenture" means, with respect to CL&P, the CL&P Indenture; 
and with respect to WMECO, the WMECO Indenture.

"HWP" means Holyoke Water Power Company, a corporation organized under the 
laws of the Commonwealth of Massachusetts.

"Niantic Bay Fuel Lease Agreement" means that certain Nuclear Fuel Lease 
Agreement, dated as of January 4, 1982, as amended and restated by the 
Amendment to and Restatement of Nuclear Fuel Lease Agreement, dated as of 
February 11, 1992, between the Niantic Bay Fuel Trust, as lessor, and CL&P 
and WMECO, as lessees, as amended from time to time in accordance with the 
terms of this Agreement.

"Niantic Bay Fuel Trust" means Bankers Trust Company, not in its individual 
capacity, but solely as trustee of the Niantic Bay Fuel Trust under that 
certain Trust Agreement, dated as of January 4, 1982, as amended and restated 
by the Amendment to and Restatement of Trust Agreement, dated as of February 
11, 1992, between it, State Street Bank and Trust Company of Connecticut, 
National Association (which is the successor trustor to The New Connecticut 
Bank and Trust Company, National Association, as assignee of the Federal 
Deposit Insurance Company, as receiver of The Connecticut Bank and Trust 
Company, National Association), as Trustor and CL&P and WMECO as 
Beneficiaries, as amended from time to time in accordance with the terms of 
this Agreement.

"NNECO" means Northeast Nuclear Energy Company, a corporation organized under 
the laws of the State of Connecticut.
		
"NUSCO" means Northeast Utilities Service Company, a Connecticut corporation.

"Operating Companies" means the Principal Subsidiaries of the Guarantor and 
HWP.

"Regulatory Asset" means, with respect to CL&P or WMECO, an intangible asset 
established by statute, regulation or regulatory order or similar action of a 
utility regulatory agency having jurisdiction over CL&P or WMECO, as the case 
may be, and included in the rate base of CL&P or WMECO, as the case may be, 
to be amortized by rates over time.

"Regulatory Transaction" means, with respect to any Person, any merger or 
consolidation of such Person with or into, or any purchase or acquisition by 
such Person of the assets of (and any related assumption by such Person of 
the liabilities of) any utility company or utility-related company, if such 
transaction is undertaken pursuant to an order or request of, or otherwise in 
fulfillment of the stated goals of, a utility regulatory agency having 
jurisdiction over the Guarantor or any of its Subsidiaries.

"Regulatory Transaction Entity" means any utility company or utility-related 
company (other than the Guarantor, CL&P and WMECO) that is the subject of a 
Regulatory Transaction.

"RRR" means The Rocky River Realty Company, a corporation organized under the 
laws of the State of Connecticut.

"Total Capitalization" means, at any date for any Person, the sum of (i) the 
aggregate principal amount of all long-term and short-term Debt (including 
the current portion thereof) of such Person and its Subsidiaries, (ii) the 
aggregate of the par value of, or stated capital represented by, the 
outstanding shares of all classes of common and preferred shares of such 
Person and its Subsidiaries and (iii) the consolidated surplus of such Person 
and its Subsidiaries, paid-in, earned and other, if any, in each case as 
determined on a consolidated basis in accordance with generally accepted 
accounting principles consistent with those applied in the preparation of 
such Person's financial statements included in its Annual Report on Form 10-K 
for the year ended December 31, 1997, as amended.

SECTION 2.  Guaranty.  The Guarantor hereby unconditionally guarantees the 
punctual payment when due, whether at stated maturity, by acceleration or 
otherwise, of all obligations of the Account Party now or hereafter existing 
under the Reimbursement Agreement, whether for principal, interest, fees, 
expenses or otherwise (such obligations being the "Obligations"), and agrees 
to pay any and all expenses (including reasonable fees and expenses of 
counsel) incurred by the Administrative Agent, the Issuing Bank or the 
Participating Banks in enforcing any rights under this Guaranty.  Without 
limiting the generality of the foregoing, the Guarantor's liability shall 
extend to all amounts which constitute part of the Obligations and would be 
owed by the Account Party to the Administrative Agent, the Issuing Bank or 
the Participating Banks under the Reimbursement Agreement but for the fact 
that they are unenforceable or not allowable due to the existence of a 
bankruptcy, reorganization or similar proceeding involving the Account Party.

SECTION 3.  Guaranty Absolute.  The Guarantor guarantees that the Obligations 
will be paid strictly in accordance with the terms of the Reimbursement 
Agreement, regardless of any law, regulation or order now or hereafter in 
effect in any jurisdiction affecting any of such terms or the rights of the 
Administrative Agent, the Issuing Bank or the Participating Banks with 
respect thereto.  The obligations of the Guarantor under this Guaranty are 
independent of the Obligations, and a separate action or actions may be 
brought and prosecuted against the Guarantor to enforce this Guaranty, 
irrespective of whether any action is brought against the Account Party or 
whether the Account Party is joined in any such action or actions.  The 
liability of the Guarantor under this Guaranty shall be absolute and 
unconditional irrespective of:

i)	any lack of validity or enforceability of the Reimbursement Agreement, 
any other Loan Document, or any other agreement or instrument relating 
thereto;

(ii)	any change in the time, manner or place of payment of, or in any other 
term of, all or any of the Obligations, or any other amendment or waiver of 
or any consent to departure from the Reimbursement Agreement or any other 
Loan Document, including, without limitation, any increase in the Obligations 
resulting from the extension of additional credit to the Account Party or any 
of its Subsidiaries or otherwise;

(iii)  any taking, exchange, release or non-perfection of any collateral, or 
any taking, release or amendment or waiver of or consent to departure from 
any other guaranty, for all or any of the Obligations;

(iv)	the existence of any claim, set-off, defense or other right which the 
Guarantor may have at any time against the Administrative Agent, the Issuing 
Bank, any Participating Bank or any other Person, whether in connection with 
this Guaranty, the transactions contemplated in the Reimbursement Agreement 
or any of the other Loan Documents, or any unrelated transaction;

(v)	any manner of application of collateral, or proceeds thereof, to all or 
any of the Obligations, or any manner of sale or other disposition of any 
collateral for all or any of the Obligations or any other assets of the 
Account Party or any of its Subsidiaries;

(vi)	any change, restructuring or termination of the corporate structure or 
existence of the Account Party or any of its Subsidiaries; or

(vii) any other circumstance which might otherwise constitute a defense 
available to, or a discharge of, the Account Party or a guarantor.

This Guaranty shall continue to be effective or be reinstated, as the case 
may be, if at any time any payment of any of the Obligations is rescinded or 
must otherwise be returned by the Administrative Agent, the Issuing Bank or 
any Participating Bank upon the insolvency, bankruptcy or reorganization of 
the Account Party or otherwise, all as though such payment had not been made.

SECTION 4.  Waiver.  The Guarantor hereby waives promptness, diligence, 
notice of acceptance and any other notice with respect to any of the 
Obligations and this Guaranty and any requirement that the Administrative 
Agent, the Issuing Bank or any Participating Bank protect, secure, perfect or 
insure any security interest or lien or any property subject thereto or 
exhaust any right or take any action against the Account Party or any other 
Person or any collateral.

SECTION 5.  Subrogation. Notwithstanding any payment or payments made by the 
Guarantor hereunder, or any setoff or application of funds of the Guarantor 
by the Administrative Agent, the Issuing Bank or any Participating Bank, 
until all of the Obligations are indefeasibly paid in full in cash and the 
Letter of Credit shall have terminated or expired, the Guarantor hereby 
irrevocably waives any and all rights of subrogation to the rights of the 
Administrative Agent, the Issuing Bank and the Participating Banks against 
the Account Party and any and all rights of reimbursement, assignment, 
indemnification or implied contract or any similar rights against the Account 
Party or against any endorser or other guarantor of all or any part of the 
Obligations.  If, notwithstanding the foregoing, any amount shall be paid to 
the Guarantor on account of such subrogation rights at any time when all of 
the Obligations shall not have been indefeasibly paid in full in cash and the 
Letter of Credit shall not have terminated or expired, such amount shall be 
held by the Guarantor in trust for the Administrative Agent, the Issuing Bank 
and the Participating Banks, segregated from other funds of the Guarantor, 
and shall, forthwith upon receipt by the Guarantor, be turned over to the 
Administrative Agent in the exact form received by the Guarantor (duly 
endorsed by the Guarantor to the Administrative Agent), to be applied against 
the Obligations, whether matured or unmatured, in such order as the 
Administrative Agent may determine.

SECTION 6.  Representations and Warranties.  The Guarantor hereby represents 
and warrants as follows:

(a)	Each of the Guarantor and its Principal Subsidiaries is a corporation 
(or, in the case of the Guarantor, a voluntary association organized under a 
declaration of trust) duly organized, validly existing and in good standing 
under the laws of the jurisdiction of its organization, has the requisite 
corporate power (or, in the case of the Guarantor, the power under its 
declaration of trust) and authority to own its property and assets and to 
carry on its business as now conducted and is qualified to do business in 
every jurisdiction where, because of the nature of its business or property, 
such qualification is required, except where the failure so to qualify would 
not have a material adverse effect on the financial condition, properties, 
prospects or operations of the Guarantor or of the Guarantor and its 
Principal Subsidiaries taken as a whole.  The Guarantor has the power under 
its declaration of trust to execute, deliver and perform its obligations 
under this Guaranty.

(b)	The execution, delivery and performance of this Guaranty by the 
Guarantor are within the Guarantor's powers under its declaration of trust, 
have been duly authorized by all necessary corporate or other similar action, 
and do not and will not contravene (i) the Guarantor's declaration of trust 
or any law or legal restriction or (ii) any contractual restriction binding 
on or affecting the Guarantor or its properties or any of its Principal 
Subsidiaries or its properties.

(c)	Except as disclosed in the Disclosure Documents, neither the Guarantor 
nor any of its Principal Subsidiaries is in violation of any law, or in 
default with respect to any judgment, writ, injunction, decree, rule or 
regulation (including any of the foregoing relating to environmental laws and 
regulations) of any court or governmental agency or instrumentality, where 
such violation or default would reasonably be expected to have a material 
adverse effect on the financial condition, properties, prospects or 
operations of the Guarantor or of the Guarantor and its Principal 
Subsidiaries, taken as a whole.

(d)	All Governmental Approvals referred to in clauses (i) and (ii) of the 
definition of "Governmental Approvals" contained in the Reimbursement 
Agreement have been duly obtained or made, and all applicable periods of time 
for review, rehearing or appeal with respect thereto have expired, except as 
described below.  Although the periods for appeal of the orders of the 
Securities and Exchange Commission approving the transactions contemplated by 
this Guaranty and of the FERC approving the market-based rate tariff of the 
Account Party in connection with the transactions contemplated by the Power 
Supply Agreements have not expired, the filing of appeals of such orders will 
not affect the validity of said transactions, unless such orders have been 
otherwise stayed or (in the case of the Securities and Exchange Commission) 
any of the parties hereto has actual knowledge that any of such transactions 
constitutes a violation of the Public Utility Holding Company Act of 1935 or 
any rule or regulation thereunder.  No such stay exists and the Guarantor has 
no reason to believe that any of such transactions constitutes any such 
violation.  The Guarantor and each of its Principal Subsidiaries have 
obtained or made all Governmental Approvals referred to in clause (iii) of 
the definition of "Governmental Approvals", except (A) those which are not 
yet required but which are obtainable in the ordinary course of business as 
and when required, (B) those the absence of which would not materially 
adversely affect the financial condition, properties, prospects or operations 
of the Guarantor or any of its Principal Subsidiaries and (C) those which the 
Guarantor or such Principal Subsidiary is diligently attempting in good faith 
to obtain, renew or extend, or the requirement for which the Guarantor or 
such Principal Subsidiary is contesting in good faith by appropriate 
proceedings or by other appropriate means; in each case described in the 
foregoing clause (C), except as is disclosed in the Disclosure Documents, 
such attempt or contest, and any delay resulting therefrom, is not reasonably 
expected to have a material adverse effect on the financial condition, 
properties, prospects or operations of the Guarantor or any Principal 
Subsidiary or to magnify to any significant degree any such material adverse 
effect that would reasonably be expected to result from the absence of such 
Governmental Approval.

(e)	This Guaranty is the legal, valid and binding obligation of the 
Guarantor, enforceable against the Guarantor in accordance with its terms, 
subject to the qualification, however, that the enforcement of the rights and 
remedies herein is subject to bankruptcy and other similar laws of general 
application affecting rights and remedies of creditors and the application of 
general principles of equity (regardless of whether considered in a 
proceeding in equity or at law).

(f)	The audited consolidated balance sheet of the Guarantor as at December 
31, 1997, and the audited consolidated statements of income and cash flows of 
the Guarantor for the Fiscal Year then ended as included in the Guarantor's 
Annual Report on Form 10-K for such Fiscal Year, as amended, fairly present 
in all material respects the consolidated financial condition and results of 
operations of the Guarantor at and for the period ended on such date, and 
have been prepared in accordance with generally accepted accounting 
principles consistently applied.  Since December 31, 1997, there has been no 
material adverse change in the consolidated financial condition, operations, 
properties or prospects of the Guarantor and its Subsidiaries, taken as a 
whole, except as disclosed in the Disclosure Documents.

(g)	The unconsolidated balance sheet of the Guarantor as at December 31, 
1997, and the unconsolidated statements of income and cash flows of the 
Guarantor for the Fiscal Year then ended contained in the consolidating 
balance sheet of the Guarantor and its Subsidiaries and the consolidating 
statements of income and cash flows of the Guarantor and its Subsidiaries, as 
set forth in the Form U5S (as amended) of the Guarantor filed with the 
Securities and Exchange Commission, and the unaudited unconsolidated balance 
sheet of the Guarantor as at September 30, 1998 and the unaudited 
unconsolidated statement of income of the Guarantor for the six-month period 
then ended, in each case as provided to the Participating Banks, fairly 
present in all material respects the financial condition and results of 
operations of the Guarantor on an unconsolidated basis at and for the 
respective periods ended on such dates, and have been prepared in accordance 
with generally accepted accounting principles consistently applied.  Since 
September 30, 1998, there has been no material adverse change in the 
financial condition, operations, properties or prospects of the Guarantor on 
an unconsolidated basis, except as disclosed in the Disclosure Documents.

(h)	There is no pending or known threatened action or proceeding (including, 
without limitation, any action or proceeding relating to any environmental 
protection laws or regulations) affecting the Guarantor or its properties, or 
any of its Principal Subsidiaries or its properties, before any court, 
governmental agency or arbitrator (i) which affects or purports to affect the 
legality, validity or enforceability of (A) any Loan Document or (B) the 
Existing Credit Facilities or (ii) as to which there is a reasonable 
possibility of an adverse determination and which, if adversely determined, 
would materially adversely affect the financial condition, properties, 
prospects or operations of the Guarantor, except, for purposes of this clause 
(ii) only, such as is described in the Disclosure Documents.

(i)	No ERISA Plan Termination Event has occurred nor is reasonably expected 
to occur with respect to any ERISA Plan which would materially adversely 
affect the financial condition, properties, prospects or operations of the 
Guarantor and its Subsidiaries taken as a whole, except as disclosed to the 
Participating Banks and consented to by the Majority Banks in writing. Since 
the date of the most recent Schedule B (Actuarial Information) to the annual 
report of each such ERISA Plan (Form 5500 Series), there has been no material 
adverse change in the funding status of the ERISA Plans referred to therein, 
and no "prohibited transaction" has occurred with respect thereto that, 
singly or in the aggregate with all other "prohibited transactions" and after 
giving effect to all likely consequences thereof, would be reasonably 
expected to have a material adverse effect on the financial condition, 
properties, prospects or operations of the Guarantor and its Subsidiaries 
taken as a whole.  Neither the Guarantor nor any of its ERISA Affiliates has 
incurred nor reasonably expects to incur any material withdrawal liability 
under ERISA to any ERISA Multiemployer Plan, except as disclosed to and 
consented by the Majority Banks in writing.

(j)	The Guarantor or one of its Principal Subsidiaries has good and 
marketable title (or, in the case of personal property, valid title) or valid 
leasehold interests in the electric generating plants named in Item 2 of the 
Guarantor's Annual Report on Form 10-K for the Fiscal Year ended December 31, 
1997 under the caption "Electric Generating Plants", except for minor defects 
in title that do not materially interfere with the ability of the Guarantor 
or any of its Principal Subsidiaries to conduct its business as now 
conducted.  All such assets and properties are free and clear of any Lien, 
other than Liens permitted under Section 8(a) hereof and, in the case of any 
Principal Subsidiary of the Guarantor (other than CL&P and WMECO), Liens of 
the type permitted under Section 8(a) hereof.

(k)	All outstanding shares of capital stock having ordinary voting power for 
the election of directors of the Account Party, CL&P, WMECO, PSNH and NAEC 
have been validly issued, are fully paid and nonassessable and are owned 
beneficially by the Guarantor, free and clear of any Lien. The Guarantor is a 
"holding company" (as defined in the Public Utility Holding Company Act of 
1935, as amended).

(1)	The Guarantor and each of its Principal Subsidiaries has filed all tax 
returns (Federal, state and local) required to be filed and paid taxes shown 
thereon to be due, including interest and penalties, or, to the extent the 
Guarantor or any of its Principal Subsidiaries is contesting in good faith an 
assertion of liability based on such returns, has provided adequate reserves 
in accordance with generally accepted accounting principles for payment 
thereof.

(m)	No exhibit, schedule, report or other written information provided by or 
on behalf of the Guarantor or its agents to the Administrative Agent, the 
Issuing Bank or the Participating Banks in connection with the negotiation, 
execution and closing of the Loan Documents (excluding any financial 
projections) knowingly contained when made any material misstatement of fact 
or knowingly omitted to state any material fact necessary to make the 
statements contained therein not misleading in light of the circumstances 
under which they were made.  Except as has been disclosed to the 
Administrative Agent, the Issuing Bank and each Participating Bank, all 
financial projections provided by or on behalf of the Guarantor were prepared 
in good faith on the basis of assumptions reasonable as of the date of 
delivery of such financial projections to the Administrative Agent, the 
Issuing Bank and the Participating Banks, it being understood that such 
projections do not constitute a warranty or binding assurance of future 
performance.  Except as has been disclosed to the Administrative Agent, the 
Issuing Bank and each Participating Bank, nothing has come to the attention 
of the responsible officers of the Guarantor that would indicate that any of 
such assumptions, to the extent material to such projections, has ceased to 
be reasonable in light of subsequent developments or events.

(n)	The Guarantor is not an "investment company" within the meaning ascribed 
to that term in the Investment Company Act of 1940, as amended.

(o)	There are no conditions precedent to the effectiveness of this Guaranty 
that have not been satisfied or waived.

(p)	The Guarantor has, independently and without reliance upon the 
Administrative Agent, the Issuing Bank or any Participating Bank and based on 
such documents and information as it has deemed appropriate, made its own 
credit analysis and decision to enter into this Guaranty.

(q)	The Guarantor is, and upon the consummation of the transactions 
contemplated under the Reimbursement Agreement and this Guaranty will be, 
solvent, and has, and upon the consummation of such transactions will have, 
assets having a fair value in excess of the amount required to pay its 
probable liabilities on its existing Debt as such liabilities become absolute 
and matured, and does not have, and will not have, upon the consummation of 
such transactions, an unreasonably small capital for the conduct of its 
business as it is now being conducted. 

(r)	The Guarantor and its Subsidiaries have reviewed and continue to review 
the effect of the Year 2000 Issue on the computer software, hardware and 
firmware systems and equipment containing embedded microchips owned or 
operated by or for the Guarantor and/or any of its Subsidiaries or used or 
relied upon in the conduct of their respective businesses (including, without 
limitation, systems and equipment supplied by others).  The costs to the 
Guarantor and its Subsidiaries of any reprogramming and/or remediation 
required as a result of the Year 2000 Issue to permit the proper functioning 
of such systems and equipment and the proper processing of data, and testing 
of such reprogramming, and of the reasonably foreseeable consequences of the 
Year 2000 Issue to the Guarantor or any of its Subsidiaries (including, 
without limitation, reprogramming errors and the failure of systems or 
equipment supplied by others) are not reasonably expected to result in an 
Event of Default or Unmatured Default or to have a Material Adverse Effect.

SECTION 7.  Affirmative Covenants.  The Guarantor covenants and agrees that, 
so long as any part of the Obligations shall remain unpaid, the Letter of 
Credit shall remain outstanding, or any Participating Bank shall have any 
Commitment, the Guarantor will, unless the Majority Banks shall otherwise 
consent in writing: 

(a)  Payment of Taxes, Etc.  Pay and discharge before the same shall become 
delinquent, and cause each of its Principal Subsidiaries to pay and discharge 
before the same shall become delinquent, all taxes, assessments and 
governmental charges, royalties or levies imposed upon it or upon its 
property except to the extent the Guarantor or any of its Principal 
Subsidiaries is contesting the same in good faith by appropriate proceedings 
and has set aside adequate reserves in accordance with generally accepted 
accounting principles for the payment thereof.

(c)	Maintenance of Insurance.  Maintain, or cause to be maintained, 
insurance (including appropriate plans of self-insurance) covering the 
Guarantor, its Principal Subsidiaries and their respective properties, in 
effect at all times in such amounts and covering such risks as may be 
required by law and in addition as is usually carried by companies engaged in 
similar businesses and owning similar properties.

(d)	Preservation of Existence, Etc.; Disaggregation. (i) Except as permitted 
by Section 8(b) hereof, preserve and maintain, and cause each of its 
Principal Subsidiaries to preserve and maintain, its existence, corporate or 
otherwise, material rights (statutory and otherwise) and franchises except 
where the failure to maintain and preserve such rights and franchises would 
not materially adversely affect the financial condition, properties, 
prospects or operations of the Guarantor or any of its Principal 
Subsidiaries.

(ii)	In furtherance of the foregoing, and notwithstanding Section 8(b), the 
Guarantor agrees that it will not, and will not permit any of its Principal 
Subsidiaries or HWP to, sell, transfer or otherwise dispose of (by lease or 
otherwise, and whether in one or a series of related transactions) any 
portion of its generation, transmission or distribution assets in excess of 
10% of the net utility plant assets of the Guarantor, such Principal 
Subsidiary or HWP, as the case may be, in each case as determined on a 
cumulative basis from the date of this Guaranty through the Termination Date 
by reference to such Person's published balance sheets; provided, however, 
that each of CL&P, WMECO, PSNH and NAEC may sell, transfer or otherwise 
dispose of its generation assets if such sale, transfer or other disposition, 
and the use of the proceeds arising therefrom, is approved by all necessary 
regulatory agencies and governmental authorities.

(e)	Compliance with Laws, Etc.  Comply, and cause each of its Principal 
Subsidiaries to comply, in all material respects with the requirements of all 
applicable laws, rules, regulations and orders of any governmental authority, 
including, without limitation, any such laws, rules, regulations and orders 
issued by the Securities and Exchange Commission or relating to zoning, 
environmental protection, use and disposal of Hazardous Substances, land use, 
construction and building restrictions, ERISA and employee safety and health 
matters relating to business operations, except to the extent that (i) the 
Guarantor or any of its Principal Subsidiaries is contesting the same in good 
faith by appropriate proceedings or (ii) any such non-compliance, and the 
enforcement or correction thereof, would not materially adversely affect the 
financial condition, properties, prospects or operations of the Guarantor or 
any of its Principal Subsidiaries.

(f)	Inspection Rights.  At any time and from time to time upon reasonable 
notice, permit the Administrative Agent and its agents and representatives to 
examine and make copies of and abstracts from the records and books of 
account of, and the properties of, the Guarantor and any of its Principal 
Subsidiaries and to discuss the affairs, finances and accounts of the 
Guarantor and its Principal Subsidiaries (i) with the Guarantor, its 
Principal Subsidiaries and their respective officers and directors and (ii) 
with the consent of the Guarantor and/or its Principal Subsidiaries, as the 
case may be (which consent shall not be unreasonably withheld or delayed), 
with the accountants of the Guarantor and its Principal Subsidiaries.

(g)	Keeping of Books.  Keep proper records and books of account, in which 
full and correct entries shall be made of all financial transactions of the 
Guarantor and its Principal Subsidiaries and the assets and business of the 
Guarantor and its Principal Subsidiaries, in accordance with generally 
accepted accounting practices consistently applied.

(h)	Conduct of Business.  Except as permitted by Section 8(b) but subject in 
all respects to Section 7(d)(ii), conduct its primary business, and cause 
each of its Principal Subsidiaries and HWP to conduct its primary business, 
in substantially the same manner and in substantially the same fields as such 
business is conducted on the Closing Date.

(i)	Maintenance of Properties, Etc. (i) As to properties of the type 
described in Section 6(j) hereof, maintain, and cause its Principal 
Subsidiaries to maintain, title of the quality described therein and 
preserve, maintain, develop, and operate, and cause its Principal 
Subsidiaries to preserve, maintain, develop and operate, in substantial 
conformity with all laws, material contractual obligations and prudent 
practices prevailing in the industry, all of its properties which are used or 
useful in the conduct of its or its Principal Subsidiaries' respective 
businesses in good working order and condition, ordinary wear and tear 
excepted, except (A) as permitted by Section 8(b), but subject nevertheless 
to Section 7(d)(ii), (B) as disclosed in the Disclosure Documents or 
otherwise in writing to the Administrative Agent, the Issuing Bank and the 
Participating Banks on or prior to the date hereof, and (C) to the extent 
such non-conformity would not materially adversely affect the financial 
condition, properties, prospects or operations of the Guarantor or any of its 
Principal Subsidiaries; provided, however, that the Guarantor or any of its 
Principal Subsidiaries will not be prevented from discontinuing the operation 
and maintenance of any such properties if such discontinuance is, in the 
judgment of the Guarantor or such Principal Subsidiary, desirable in the 
operation or maintenance of its business and would not materially adversely 
affect the financial condition, properties, prospects or operations of the 
Guarantor or such Principal Subsidiary.

(j)	Governmental Approvals.  Duly obtain, and cause each of its Principal 
Subsidiaries to duly obtain, on or prior to such date as the same may become 
legally required, and thereafter maintain in effect at all times, all 
Governmental Approvals on its or such Principal Subsidiary's part to be 
obtained, except, in the case of those Governmental Approvals referred to in 
clause (iii) of the definition of "Governmental Approvals" contained in the 
Reimbursement Agreement, (i) those the absence of which would not materially 
adversely affect the financial condition, properties, prospects or operations 
of the Guarantor or any Principal Subsidiary and (ii) those which the 
Guarantor is diligently attempting in good faith to obtain, renew or extend, 
or the requirement for which the Guarantor is contesting in good faith by 
appropriate proceedings or by other appropriate means; provided, however, 
that the exception afforded by clause (ii), above, shall be available only if 
and for so long as such attempt or contest, and any delay resulting 
therefrom, does not have a material adverse effect on the financial 
condition, properties, prospects or operations of the Guarantor or any of its 
Principal Subsidiaries and does not magnify to any significant degree any 
such material adverse effect that would reasonably be expected to result from 
the absence of such Governmental Approval.

(k)	Year 2000 Compliance.  Take, and cause each of its Subsidiaries to take, 
all necessary action to complete in all respects by September 30, 1999 the 
reprogramming and/or remediation of computer software, hardware and firmware 
systems and equipment containing embedded microchips owned or operated by or 
for the Guarantor and/or any of its Subsidiaries or used or relied upon in 
the conduct of their respective businesses (including systems and equipment 
supplied by others) required as a result of the Year 2000 Issue to permit the 
proper functioning of such computer systems and other equipment and the 
testing of such systems and equipment, as so reprogrammed or remediated (as 
the case may be), except for any reprogramming, remediation and/or testing 
the failure of which to complete by such date could not reasonably be 
expected to result in an Event of Default or an Unmatured Default or to have 
a Material Adverse Effect.  At the request of the Administrative Agent, the 
Guarantor shall provide, and shall cause each of its Subsidiaries to provide, 
to the Administrative Agent reasonable assurance of its compliance with the 
preceding sentence.

(l)	Further Assurances.  Promptly execute and deliver all further 
instruments and documents, and take all further action, that may be necessary 
or that any Participating Bank through the Administrative Agent may 
reasonably request in order to fully give effect to the interests and 
properties purported to be covered by the Loan Documents.

SECTION 8.  Negative Covenants.  The Guarantor covenants and agrees that, so 
long as any part of the Obligations shall remain unpaid, the Letter of Credit 
shall remain outstanding, or any Participating Bank shall have any 
Commitment, the Guarantor will not, without the prior written consent of the 
Majority Banks:

(a)	Liens, Etc.  (i) Create, incur, assume or suffer to exist, or permit any 
Subsidiary to create, incur, assume or suffer to exist, any Lien upon or with 
respect to any voting capital stock of any Principal Subsidiary of the 
Guarantor or any of the Guarantor's properties or assets whether now owned or 
hereafter acquired, except any Liens on not more than 15% of the issued and 
outstanding shares of capital stock of the Account Party; and

(ii)	Permit CL&P or WMECO to create, incur, assume or suffer to exist any 
Lien upon or with respect to any voting capital stock of any of their 
respective Principal Subsidiaries or any of their respective properties or 
assets whether now owned or hereafter acquired, except:

(A)	any Liens existing on the Closing Date;

(B)	in the case of CL&P, Liens created by the Indenture of Mortgage and Deed 
of Trust dated as of May 1, 1921, from CL&P to Bankers Trust Company, as 
trustee, as previously and hereafter amended and supplemented (the "CL&P 
Indenture");

(C)	in the case of WMECO, Liens created by the First Mortgage Indenture and 
Deed of Trust dated as of August 1, 1954, from WMECO to State Street Bank and 
Trust Company, as successor trustee, as previously and hereafter amended and 
supplemented (the "WMECO Indenture");

(D)	Liens on CL&P's and WMECO's interests in Millstone Unit No. 1 created by 
(1) the Open-End Mortgage and Trust Agreement dated as of October 1, 1986, as 
previously and hereafter amended, made by CL&P in favor of State Street Bank 
and Trust Company, as successor trustee, and (2) the Open-End Mortgage and 
Trust Agreement dated as of October 1, 1986, as previously and hereafter 
amended, made by WMECO in favor of State Street Bank and Trust Company, as 
successor trustee, to the extent of the Debt from time to time secured by 
such Open-End Mortgages and Trust Agreements;

(E)	"Permitted Liens" or "Permitted Encumbrances" under the CL&P Indenture 
(in the case of CL&P) or the WMECO Indenture (in the case of WMECO), in each 
case as such terms are defined on the date hereof, to the extent such Liens 
do not secure Debt of such Person;

(F)	any Lien on assets of any of CL&P's or WMECO's Subsidiaries created or 
assumed to secure Debt owing by any such Subsidiary to CL&P or WMECO, 
respectively, or to any wholly-owned Subsidiary of CL&P or WMECO, 
respectively;

(G)	any purchase money Lien or construction mortgage on assets hereafter 
acquired or constructed by CL&P or WMECO or any of their respective 
Subsidiaries and any Lien on any assets existing at the time of acquisition 
thereof by CL&P or WMECO or any of their respective Subsidiaries, or created 
within 180 days from the date of completion of such acquisition or 
construction; provided that such Lien shall at all times be confined solely 
to the assets so acquired or constructed and any additions thereto;

(H)	any existing Liens on assets now owned by CL&P or WMECO or any of their 
respective Subsidiaries; Liens on assets or stock of any class of, or any 
partnership or joint venture interest in, any of their respective 
Subsidiaries existing at the time it becomes a Subsidiary of such Person, and 
Liens existing on assets of a corporation or other going concern when it is 
merged into or with CL&P or WMECO or a Subsidiary of CL&P or WMECO, or when 
substantially all of its assets are acquired by CL&P or WMECO or a Subsidiary 
of CL&P or WMECO; provided that such Liens shall at all times be confined 
solely to such assets, or if such assets constitute a utility system, 
additions to or substitutions for such assets;

(I)	Liens resulting from legal proceedings being contested in good faith by 
appropriate legal or administrative proceedings by CL&P or WMECO or any of 
their respective Subsidiaries, and as to which CL&P or WMECO or any of their 
respective Subsidiaries, as the case may be, to the extent required by 
generally accepted accounting principles applied on a consistent basis, shall 
have set aside on its books adequate reserves;

(J)	Liens created in favor of the other contracting party in connection with 
advance or progress payments;

(K)	any Liens in favor of any state of the United States or any political 
subdivision of any such state, or any agency of any such state or political 
subdivisions, or trustee acting on behalf of holders of obligations issued by 
any of the foregoing or any financial institutions lending to or purchasing 
obligations of any of the foregoing, which Lien is created or assumed for the 
purpose of financing all or part of the cost of acquiring or constructing the 
property subject thereto;

(L)	Liens resulting from conditional sale agreements, capital leases or 
other title retention agreements including, without limitation, Liens arising 
under leases of nuclear fuel from the Niantic Bay Fuel Trust;

(M)	with respect to pollution control bond financings, Liens on funds, 
accounts and other similar intangibles of CL&P or WMECO or any of their 
respective Subsidiaries created or arising under the relevant indenture, 
pledges of the related loan agreement with the relevant issuing authority and 
pledges of CL&P's or WMECO's interest, if any, in any bonds issued pursuant 
to such financings to a letter of credit bank or bond issuer or similar 
credit enhancer;

(N)	Liens granted on accounts receivable and Regulatory Assets in connection 
with financing transactions, whether denominated as sales or borrowings;

(O)	any other Liens incurred in the ordinary course of business otherwise 
than to secure Debt; and

(P)	any extension, renewal or replacement of Liens permitted by clauses (A) 
through (H) and (J) through (N); provided, however, that the principal amount 
of Debt secured thereby shall not, at the time of such extension, renewal or 
replacement, exceed the principal amount of Debt so secured and that such 
extension, renewal or replacement shall be limited to all or a part of the 
property which secured the Lien so extended, renewed or replaced.

(b)	Mergers, and Sales of Assets, Etc. (i) (A) Merge with or into or 
consolidate with or into any Person or (B) purchase or acquire (whether 
directly or indirectly or in one or a series of transactions, whether related 
or not) all or substantially all of the assets or stock of any class of, or 
any partnership or joint venture interest in, any Person if the aggregate 
purchase price of such acquisitions plus the amount of any liabilities 
assumed by the Guarantor in connection therewith exceeds in the aggregate 
$50,000,000 from November 21, 1996 through the termination date of this 
Agreement pursuant to Section 12; provided, that the foregoing shall not 
apply to (x) acquisitions or other investments made by or through Charter Oak 
Energy, Inc. so long as the aggregate amount of all such acquisitions and 
investments made by or through Charter Oak Energy, Inc., now existing or made 
after the date hereof, does not exceed $200,000,000 and (y) acquisitions made 
through CL&P and WMECO in accordance with clause (ii) of this Section 8(b); 
and provided, further, that, in each case, before and after giving effect to 
any such purchase, acquisition or investment not prohibited by this 
subsection, no Event of Default or Unmatured Default shall have occurred and 
be continuing.

(ii)	Permit CL&P or WMECO to (A) merge with or into or consolidate with or 
into any Person, or permit any of their respective Subsidiaries to be a party 
to, any merger or consolidation, or purchase or otherwise acquire (whether 
directly or indirectly) all or substantially all of the assets or stock of 
any class of, or any partnership or joint venture interest in, any other 
Person or (B) sell, transfer, convey, lease or otherwise dispose of all or 
any substantial part of its assets, except for the following, and then only 
after receipt of all necessary corporate and governmental or regulatory 
approvals and provided that, before and after giving effect to any such 
merger, consolidation, purchase, acquisition, sale, transfer, conveyance, 
lease or other disposition, no Event of Default or Unmatured Default shall 
have occurred and be continuing:

(A)	any such merger or consolidation, sale, transfer, conveyance, lease or 
other disposition of or by any wholly-owned Subsidiary of CL&P or WMECO into 
or to CL&P, WMECO, the Guarantor and/or any wholly-owned Subsidiary of CL&P, 
WMECO or the Guarantor and any such purchase or other acquisition by CL&P or 
WMECO or any wholly-owned Subsidiary of CL&P, WMECO or the Guarantor of the 
assets or stock of any wholly-owned Subsidiary of CL&P or WMECO;

(B)	any such merger or consolidation of CL&P or WMECO with or into the 
Guarantor, CL&P, WMECO and/or a wholly-owned Subsidiary of the Guarantor 
and/or a Regulatory Transaction Entity and/or an entity owning a cogeneration 
or independent power project, pursuant to "step-in" or similar rights granted 
pursuant to a pre-existing power purchase contract, if (but only if) the 
successor or surviving corporation, if not CL&P or WMECO, shall have assumed 
or succeeded to all of the liabilities of CL&P or WMECO, as the case may be; 
provided, however, that in the event of a merger or consolidation with a 
Regulatory Transaction Entity, if the value of the cash, stock or other 
consideration for the merger or consolidation plus the amount of any 
liabilities assumed in connection with such merger or consolidation exceeds 
$100,000,000, CL&P or WMECO (as the case may be) shall deliver to the 
Administrative Agent on behalf of the Issuing Bank and the Participating 
Banks 30 days prior to such merger or consolidation, a certificate of a duly 
authorized officer of CL&P or WMECO (as the case may be) demonstrating 
projected compliance with the ratios set forth in Section 9(a) and 9(b) 
hereof for and as of each of the three consecutive fiscal quarters 
immediately succeeding such merger or consolidation and certifying that such 
projections were prepared in good faith and on reasonable assumptions;

(C)	any purchase or acquisition of all or substantially all of the assets or 
stock of any class of, or any partnership or joint venture interest in (and 
any assumption of the related liabilities), (1) an entity owning a 
cogeneration or independent power project, pursuant to "step-in" or similar 
rights granted pursuant to a pre-existing power purchase contract; or (2) a 
Regulatory Transaction Entity; provided, however, that in the event of a 
purchase or acquisition of a Regulatory Transaction Entity, if the purchase 
price plus the amount of any liabilities assumed in connection with such 
purchase or acquisition exceeds in the aggregate $100,000,000, CL&P or WMECO 
(as the case may be) shall deliver to the Administrative Agent on behalf of 
the Issuing Bank and the Participating Banks 30 days prior to such purchase 
or acquisition, a certificate of a duly authorized officer of CL&P or WMECO 
(as the case may be) demonstrating projected compliance with the ratios set 
forth in Section 9(a) and 9(b) hereof for and as of each of the three 
consecutive fiscal quarters immediately succeeding such purchase or 
acquisition and certifying that such projections were prepared in good faith 
and on reasonable assumptions;

(D)	any purchase or acquisition of a joint venture interest in a mutual 
insurance company providing nuclear liability or nuclear property or 
replacement power insurance;

(E)	any sale of accounts receivable on reasonable commercial terms 
(including a commercially reasonable discount) to obtain funding for CL&P and 
WMECO, as the case may be; or

(F)  any sale of all or part of any Regulatory Asset.

For purposes of this subsection (b), any one transaction or series of similar 
or related transactions during any consecutive 12-month period shall be 
deemed to involve a "substantial part" of the Guarantor's, CL&P's or WMECO's 
assets if, in the aggregate, the book value of such assets equals or exceeds 
10% of the total consolidated assets of such Person and its Subsidiaries 
reflected in the consolidated financial statements of such Person delivered 
pursuant to Section 10(ii) or 10(iii) hereof in respect of the Fiscal Quarter 
or Fiscal Year ending on or immediately prior to the commencement of such 12-
month period.

(c)	Niantic Bay Fuel Trust.  Permit  CL&P or WMECO to:

(i)	at any time prior to the termination date of this Agreement pursuant to 
Section 12, prepay or otherwise reduce or permit to be prepaid or otherwise 
reduced, except by payment at stated maturity, the principal amount of 
outstanding "IT Notes" issued by the Niantic Bay Fuel Trust; or

(ii)	except for such amendments or modifications as the Administrative Agent 
shall have consented to in writing prior to the Closing Date, amend, modify 
or terminate, or permit to be amended, modified or terminated, the Niantic 
Bay Fuel Lease Agreement or the Niantic Bay Fuel Trust in any manner that 
would directly or indirectly reduce the availability of funds under the 
Niantic Bay Fuel Lease Agreement.

(d)	Debt.  Create, incur or suffer to exist any Debt, other than (i) Debt 
arising under this Guaranty and the Existing Credit Facilities, (ii) Debt 
existing on the Closing Date as described on Schedule II hereto, which Debt 
shall not he renewed, extended or replaced except for guarantees of surety 
bonds with respect to workman's compensation claims and performance bonds in 
an aggregate amount not to exceed $10,000,000 at any time outstanding and 
(iii) other Debt not to exceed $50,000,000 at any one time outstanding.

(e)	Dividend Restrictions.  Permit any Principal Subsidiary to enter into 
any agreement, contract, indenture or similar obligation, or issue any 
security (all of the foregoing being referred to as "Financing Agreements"), 
that is not in effect on the Closing Date and disclosed to the Administrative 
Agent in writing prior to the Closing Date, or permit any Principal 
Subsidiary to amend or modify any existing Financing Agreement, if the effect 
of such Financing Agreement (or amendment or modification thereof) is to 
impose any additional restriction not in effect on the Closing Date and 
disclosed to the Administrative Agent in writing prior to the Closing Date on 
the ability of such Principal Subsidiary to pay dividends to the Guarantor.

(f)	Existing Credit Facilities. (i) Voluntarily reduce or terminate the 
"Commitment" of any "Bank" or "Lender" under any Existing Credit Facility 
(other than by scheduled termination in accordance with the terms thereof), 
or (ii) amend or modify or agree to amend or modify such Existing Credit 
Facility in any manner that would reduce or otherwise impose additional 
restrictions on the availability of funds thereunder or amend or add or 
otherwise impose additional conditions on the Guarantor, CL&P or WMECO if 
such conditions arc likely to have the effect of making it more difficult for 
the Guarantor, CL&P or WMECO to satisfy the conditions to borrowing under 
such Existing Credit Facility.

(g)	Compliance with ERISA. (i) Terminate, or permit any ERISA Affiliate to 
terminate, any ERISA Plan so as to result in any liability of the Guarantor 
or any of its Principal Subsidiaries to the PBGC in an amount greater than 
$1,000,000, or (ii) permit to exist any occurrence of any Reportable Event 
(as defined in Title IV of ERISA) which, alone or together with any other 
Reportable Event with respect to the same or another ERISA Plan, has a 
reasonable possibility of resulting in liability of the Guarantor or any of 
its Subsidiaries to the PBGC in an aggregate amount exceeding $1,000,000, or 
any other event or condition, which presents a material risk of such a 
termination by the PBGC of any ERISA Plan or has a reasonable possibility of 
resulting in a liability of the Guarantor or any of its Subsidiaries to the 
PBGC in an aggregate amount exceeding $1,000,000.

(h)	Accounting Changes.  Make, or permit any of its Principal Subsidiaries 
to make, any change in their respective accounting policies or reporting 
practices except as required or permitted by the Securities and Exchange 
Commission, the Financial Accounting Standards Board or any other generally 
recognized accounting authority.

(i)	Transactions with Affiliates.  Engage, or permit any of its Principal 
Subsidiaries to engage, in any transaction with any Affiliate except (i) in 
accordance with the Public Utility Holding Company Act of 1935, to the extent 
applicable thereto or (ii) otherwise, on terms no less favorable to the 
Guarantor or such Principal Subsidiary than if the transaction had been 
negotiated in good faith on an arms-length basis with a non-Affiliate and on 
commercially reasonable terms or pursuant to a binding agreement in effect on 
the Closing Date.

SECTION 9.  Financial Covenants. The Guarantor covenants and agrees that, so 
long as any part of the Obligations shall remain unpaid, the Letter of Credit 
shall remain outstanding, or any Participating Bank shall have any 
Commitment, the Guarantor will, unless the Majority Banks shall otherwise 
consent in writing:

(a)	Common Equity Ratio.  Maintain at all times a ratio of Common Equity to 
Total Capitalization of not less than 0.32 to 1.0.

(b)	Interest Coverage Ratio.  Maintain a ratio of Consolidated Operating 
Income to Consolidated Interest Expense of not less than 2.50 to 1.0 as of 
the end of each Fiscal Quarter.

(c)	Dividend Paying Availability. Cause the Operating Companies to maintain, 
as of the end of each Fiscal Quarter, Aggregate Dividend Paying Availability 
equal to at least the sum of (i) the aggregate amount of the Obligations plus 
(ii) the Available Amount as at the end of such Fiscal Quarter plus (iii) the 
aggregate principal amount of "advances" outstanding to the Guarantor under 
the Existing Credit Facilities at the end of such Fiscal Quarter minus (iv) 
the aggregate amount of cash and cash-equivalents owned by the Guarantor free 
and clear of any Lien at the end of such Fiscal Quarter.

SECTION 10.  Reporting Obligations. The Guarantor covenants and agrees that, 
so long as any part of the Obligations shall remain unpaid, the Letter of 
Credit shall remain outstanding, or any Participating Bank shall have any 
Commitment, the Guarantor will, unless the Majority Banks shall otherwise 
consent in writing, furnish or cause to be furnished to the Administrative 
Agent in sufficient copies for the Issuing Bank and each Participating Bank, 
the following:

(i)	as soon as possible and in any event within ten (10) days after the 
occurrence of each Event of Default or Unmatured Default with respect to the 
Guarantor continuing on the date of such statement, a statement of the Chief 
Financial Officer, Treasurer or Assistant Treasurer of the Guarantor setting 
forth details of such Event of Default or Unmatured Default and the action 
which the Guarantor proposes to take with respect thereto;

(ii)	(A) as soon as available and in any event within fifty (50) days after 
the end of each of the first three Fiscal Quarters of each Fiscal Year of the 
Guarantor:

(1)	a copy of the Guarantor's Quarterly Report on Form 10-Q submitted to the 
Securities and Exchange Commission with respect to such quarter, or, if the 
Guarantor ceases to be required to submit such report, a consolidated balance 
sheet of the Guarantor as of the end of such Fiscal Quarter and consolidated 
statements of income and retained earnings and of cash flows of the Guarantor 
for the period commencing at the end of the previous Fiscal Year and ending 
with the end of such Fiscal Quarter, all in reasonable detail and duly 
certified (subject to year-end audit adjustments) by the Chief Financial 
Officer, Treasurer, Assistant Treasurer or Comptroller of the Guarantor as 
having been prepared in accordance with generally accepted accounting 
principles consistent with those applied in the preparation of the financial 
statements referred to in Section 6(f) hereof, and

(2)	an unconsolidated balance sheet of the Guarantor as of the end of such 
Fiscal Quarter and unconsolidated statements of income and retained earnings 
and of cash flows of the Guarantor for the period commencing at the end of 
the previous Fiscal Year and ending with the end of such Fiscal Quarter, all 
in reasonable detail and accompanied by a certificate of a duly authorized 
officer of the Guarantor stating that such financial statements were prepared 
in accordance with generally accepted accounting principles consistent with 
those applied in the preparation of financial statements referred to in 
Section 6(f) and (g) hereof; and

(B)	concurrently therewith, a certificate of the Chief Financial Officer, 
Treasurer, Assistant Treasurer or Comptroller of the Guarantor:

(1)	 stating that no Event of Default or Unmatured Default with respect to 
the Guarantor has occurred and is continuing or, if an Event of Default or 
Unmatured Default with respect to the Guarantor has occurred and is 
continuing, describing the nature thereof and the action which the Guarantor 
proposes to take with respect thereto, and

(2)	demonstrating the Guarantor's compliance with Sections 8(d), 9(a), 9(b) 
and 9(c) hereof, for and as of the end of such Fiscal Quarter, in each case 
such demonstrations to be satisfactory (in form) to the Administrative Agent 
and to set forth in reasonable detail the computations used in determining 
such compliance;

(iii)	(A) as soon as available and in any event within 105 days after the 
end of each Fiscal Year of the Guarantor:

(1)	a copy of the Guarantor's report on Form 10-K submitted to the 
Securities and Exchange Commission with respect to such Fiscal Year, or, if 
the Guarantor ceases to be required to submit such report, a copy of the 
annual audit report for such year for the Guarantor including therein a 
consolidated balance sheet of the Guarantor as of the end of such Fiscal Year 
and consolidated statements of income and retained earnings and of cash flows 
of the Guarantor for such Fiscal Year, all in reasonable detail and certified 
by a nationally-recognized independent public accountant, and

(2)	as soon as available and in any event within 135 days after the end of 
each Fiscal Year of the Guarantor, a copy of the Guarantor's Form U5S 
submitted to the Securities and Exchange Commission (or any successor form 
and in any event containing unconsolidated financial statements comparable to 
those referred to in Section 6(g) hereof) with respect to such year, 
accompanied by a certificate of a duly authorized officer of the Guarantor 
stating that such financial statements were prepared in accordance with 
generally accepted accounting principles consistent with those applied in the 
preparation of financial statements referred to in Section 6(f) and (g) 
hereof; and

(B)	concurrently with the delivery of the financial statements described in 
the foregoing clause (A)(1), a certificate of the Chief Financial Officer, 
Treasurer, Assistant Treasurer or Comptroller of the Guarantor:

(1)	to the effect that such financial statements were prepared in accordance 
with generally accepted accounting principles consistent with those applied 
in the preparation of the financial statements referred to in Sections 6(f), 
and

(2)	stating that no Event of Default or Unmatured Default with respect to 
the Guarantor has occurred and is continuing, or if an Event of Default or 
Unmatured Default with respect to the Guarantor has occurred and is 
continuing, describing the nature thereof and the action which the Guarantor 
proposes to take with respect thereto, and

(3)	demonstrating the Guarantor's compliance with Sections 8(d), 9(a), 9(b) 
and 9(c) hereof, for and as of the end of such Fiscal Year, in each case such 
demonstrations to be satisfactory (in form) to the Administrative Agent and 
to set forth in reasonable detail the computations used in determining such 
compliance;

(iv)	as soon as possible and in any event (A) within 30 days after the Chief 
Financial Officer, Treasurer or any Assistant Treasurer of the Guarantor 
knows or has reason to know that any ERISA Plan Termination Event described 
in clause (i) of the definition of "ERISA Plan Termination Event" contained 
in the Reimbursement Agreement with respect to any ERISA Plan or ERISA 
Multiemployer Plan has occurred and (B) within 10 days after the Guarantor 
knows or has reason to know that any other ERISA Plan Termination Event with 
respect to any ERISA Plan or ERISA Multiemployer Plan has occurred, a 
statement of the Chief Financial Officer, Treasurer or Assistant Treasurer of 
the Guarantor describing such ERISA Plan Termination Event and the action, if 
any, which the Guarantor proposes to take with respect thereto;

(v)	promptly after receipt thereof by the Guarantor or any of its ERISA 
Affiliates from the PBGC, copies of each notice received by the Guarantor or 
any such ERISA Affiliate of the PBGC's intention to terminate any ERISA Plan 
or ERISA Multiemployer Plan or to have a trustee appointed to administer any 
ERISA Plan or ERISA Multiemployer Plan;

(vi)	promptly after receipt thereof by the Guarantor or any of its ERISA 
Affiliates from an ERISA Multiemployer Plan sponsor, a copy of each notice 
received by the Guarantor or any of its ERISA Affiliates concerning the 
imposition or amount of withdrawal liability in an aggregate principal amount 
of at least $10,000,000 pursuant to Section 4202 of ERISA in respect of which 
the Guarantor may be liable;

(vii)  promptly after the Guarantor or any of its Subsidiaries becomes aware 
of the commencement thereof, notice of all actions, suits, proceedings or 
other events of the type described in Section 6(h) hereof (including, without 
limitation, any action or proceeding relating to any environmental protection 
laws or regulations);

(viii)	promptly after the filing thereof, copies of each prospectus 
(excluding any prospectus contained in any Form S-8) and Current Report on 
Form 8-K, if any, which the Guarantor or any of its Principal Subsidiaries 
files with the Securities and Exchange Commission or any governmental 
authority which may be substituted therefor; and

(ix)	promptly after requested, such other information respecting the 
financial condition, operations, properties, prospects or otherwise, of the 
Guarantor or its Subsidiaries as the Administrative Agent or the Majority 
Banks through the Administrative Agent may from time to time reasonably 
request in writing.

SECTION 11.  Amendments, Etc.  No amendment or waiver of any provision of 
this Guaranty, and no consent to any departure by the Guarantor herefrom, 
shall in any event be effective unless the same shall be in writing and 
signed by the Administrative Agent, the Issuing Bank and the Majority Banks, 
and then such waiver or consent shall be effective only in the specific 
instance and for the specific purpose for which given, provided, however, 
that no amendment, waiver or consent shall, unless in writing and signed by 
all the Participating Banks, (a) limit the liability of the Guarantor 
hereunder, (b) postpone any date fixed for payment hereunder, or (c) change 
the number of Participating Banks required to take any action hereunder.

SECTION 12.  Addresses for Notices.  All notices and other communications 
provided for hereunder shall be in writing (including telegraphic, facsimile, 
telex or cable communication) and mailed, telegraphed, telecopied, telexed, 
cabled or delivered, if to the Guarantor, at its address at 107 Selden 
Street, Berlin, Connecticut 06037, Attention: Assistant Treasurer, and if to 
the Administrative Agent, the Issuing Bank or any Participating Bank, at its 
address specified in the Reimbursement Agreement, or, as to any party, at 
such other address as shall be designated by such party in a written notice 
to each other party.  All such notices and other communications shall, when 
mailed, telegraphed, telecopied, telexed or cabled, be effective five days 
after when deposited in the mails, or when delivered to the telegraph 
company, telecopied, confirmed by telex answerback or delivered to the cable 
company, respectively.

SECTION 13.  No Waiver; Remedies.  No failure on the part of the 
Administrative Agent, the Issuing Bank or any Participating Bank to exercise, 
and no delay in exercising, any right hereunder shall operate as a waiver 
thereof; nor shall any single or partial exercise of any right hereunder 
preclude any other or further exercise thereof or the exercise of any other 
right.  The remedies herein provided are cumulative and not exclusive of any 
remedies provided by law.

SECTION 14.  Right of Set-off.  Upon (i) the occurrence and during the 
continuance of any Event of Default and (ii) the making of the request or the 
granting of the consent specified by Section 7.2 of the Reimbursement 
Agreement to authorize the Issuing Bank to notify the Beneficiary that the 
Letter of Credit will be terminated pursuant to the provisions of the Letter 
of Credit and said Section 7.2, the Issuing Bank and each Participating Bank 
is hereby authorized at any time and from time to time, to the fullest extent 
permitted by law, to set off and apply any and all deposits (general or 
special, time or demand, provisional or final) at any time held and other 
indebtedness at any time owing by the Issuing Bank or such Participating Bank 
to or for the credit or the account of the Guarantor against any and all of 
the obligations of the Guarantor now or hereafter existing under this 
Guaranty, whether or not the Issuing Bank or such Participating Bank shall 
have made any demand under this Guaranty and although such obligations may be 
contingent and unmatured.  The Issuing Bank and each Participating Bank 
agrees to notify promptly the Guarantor after any such set-off and 
application made by the Issuing Bank or such Participating Bank, 
respectively, provided that the failure to give such notice shall not affect 
the validity of such set-off and application.  The rights of the Issuing Bank 
and each Participating Bank under this Section 14 are in addition to other 
rights and remedies (including, without limitation, other rights of set-off) 
which the Issuing Bank and such Participating Bank may have.

SECTION 15.  Continuing Guaranty; Assignments under Reimbursement Agreement.  
This Guaranty is a continuing guaranty and shall (i) remain in full force and 
effect until the latest of (x) the indefeasible payment in full in cash of 
the Obligations and all other amounts payable under this Guaranty, (y) the 
expiration or termination of the Letter of Credit, and (z) the expiration or 
termination of the Commitments, (ii) be binding upon the Guarantor, its 
successors and assigns, and (iii) inure to the benefit of, and be enforceable 
by, the Administrative Agent, the Issuing Bank, the Participating Banks and 
their respective successors, transferees and assigns.  Without limiting the 
generality of the foregoing clause (iii), any Participating Bank may assign 
or otherwise transfer all or any portion of its rights and obligations under 
the Reimbursement Agreement (including, without limitation, all or any 
portion of its Commitment and any Loans or reimbursement obligations owing to 
it) to any other Person, and such other Person shall thereupon become vested 
with all the benefits in respect thereof granted to such Participating Bank 
herein or otherwise, subject, however, to the provisions of Article 8 
(concerning the Administrative Agent) and Section 9.6 of the Reimbursement 
Agreement.

SECTION 16.  Waiver of Jury Trial.  THE GUARANTOR HEREBY IRREVOCABLY WAIVES 
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING 
OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR ANY OTHER 
INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

SECTION  17.  Governing Law.  This Guaranty shall be governed by, and 
construed in accordance with, the laws of the State of New York.  The 
Guarantor (i) irrevocably submits to the jurisdiction of any New York State 
court or Federal court sitting in New York City in any action arising out of 
this Guaranty or any other Loan Document, (ii) agrees that all claims in such 
action may be decided in such court, (iii) waives, to the fullest extent it 
may effectively do so, the defense of an inconvenient forum and (iv) consents 
to the service of process by mail.  A final judgment in any such action shall 
be conclusive and may be enforced in other jurisdictions.  Nothing herein 
shall affect the right of any party to serve legal process in any manner 
permitted by law or affect its right to bring any action in any other court.

SECTION 18.  Limitation of Liability.  No shareholder or trustee of the 
Guarantor shall be held to any liability whatever for the payment of any sum 
of money or for damages or otherwise under this Guaranty, and this Guaranty 
shall not be enforceable against any such trustee in their or his or her 
individual capacities or capacity and this Guaranty shall be enforceable 
against the trustees of the Guarantor only as such, and every person, firm, 
association, trust or corporation having any claim or demand arising under 
this Guaranty and relating to the Guarantor, its shareholders or trustees 
shall look solely to the trust estate of the Guarantor for the payment or 
satisfaction thereof.

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly 
executed and delivered by its officer thereunto duly authorized as of the 
date first above written.


NORTHEAST UTILITIES 
By   /S/ Randy A. Shoop
	Title:  Assistant Treasurer - Finance

EX-10.2

Northeast Utilities

Performance Guaranty of Select Energy, Inc.

All Requirements Power Supply Agreement with Boston Edison Company

	This Performance Guaranty, dated November 30, 1998, of NORTHEAST 
UTILITIES, a Massachusetts business trust ("Guarantor"), is for the benefit 
of and delivered to Boston Edison Company, a Massachusetts corporation 
("BECo").  

Guarantor does hereby irrevocably guarantee, subject to the receipt of all 
necessary regulatory approvals, the performance by its subsidiary SELECT 
ENERGY, INC., a Connecticut corporation ("Select"), of all of its 
obligations, including all payment obligations ("Guaranteed Obligations") 
under the All Requirements Power Supply Agreement dated as of September 30, 
1998 by and between Select, CL&P and BECo and the All Requirements Power 
Supply Agreement dated as of October 5, 1998, as amended as of November 30, 
1998, by and between Select, CL&P and BECo (collectively, the "Supply 
Agreement"), at the times and in the manner provided therein.  In addition, 
Guarantor hereby agrees to pay any and all costs and expenses (including fees 
and disbursements of counsel) incurred by BECo in enforcing any rights under 
this Guaranty.

	It is understood and agreed that Guarantor is not itself a public 
utility or an energy marketer or broker and that its fulfillment of this 
Performance Guaranty may take the form of arranging alternate capacity and 
energy supply resources on terms that are comparable to those agreed to by 
Select under the Supply Agreement, but at no greater cost or significantly 
different terms to BECo than if Select had fully performed the Guaranteed 
Obligations.

	It is understood and agreed that BECo shall draw on any letter of credit 
available to it furnished by Select to secure Select's obligations under the 
Supply Agreement or withdraw amounts available to BECo in any escrow account 
furnished by Select to secure Select's obligations under the Supply Agreement 
prior to enforcing any rights under this Performance Guaranty.  

Guarantor has obtained the approval of the Securities and Exchange Commission 
under the Public Utility Holding Company Act of 1935 to enter into and 
perform this Performance Guaranty.
	
This Performance Guaranty may only be assigned, amended or modified by a 
writing signed by the parties hereto and is subject to, and its terms are 
governed by and must be interpreted under the laws of the Commonwealth of 
Massachusetts. No person, corporation or other entity may rely upon this 
Performance Guaranty other than BECO.

	No Trustee or shareholder of Guarantor shall be held to any liability 
whatever for any obligation under this Performance Guaranty, and such 
Performance Guaranty shall not be enforceable against any such Trustee in 
their or his or her individual capacities or capacity.  This Performance 
Guaranty shall be enforceable against the Trustees of Guarantor only as such, 
and every person, firm, association, trust or corporation having any claim or 
demand arising under this Performance Guaranty and relating to Guarantor, its 
shareholders or Trustee shall look solely to the trust estate of Guarantor 
for the payment or satisfaction thereof.

Guarantor's obligation pursuant to this Performance Guaranty is an 
unconditional guaranty of payment and performance and not of collectibility.  
This Performance Guaranty shall remain in full force and effect until each 
and all of the Guaranteed Obligations shall have been fully paid and 
performed in accordance with the terms and provisions of the Supply 
Agreement.  Guarantor acknowledges that BECo has entered into the Supply 
Agreement in reliance on this Performance Guaranty being a continuing and 
irrevocable agreement and Guarantor agrees that the Guaranteed Obligations 
hereunder may not be revoked in whole or in part.  BECo shall have no 
obligation to assert any claim or demand or to enforce any remedy under the 
Supply Agreement or to proceed first against Select or any other person or 
entity, or resorting to any security or making of any effort to obtain 
payment or performance by Select or any other person or entity.  No delay or 
omission by BECo to exercise any right under this Performance Guaranty shall 
impair any right, nor shall it be construed to be a waiver thereof.  No 
waiver of any single breach or default under this Performance Guaranty shall 
be deemed a waiver of any other breach or default.

The liability of Guarantor under this Performance Guaranty shall be absolute, 
unconditional and irrevocable, irrespective of: (a) any change in time, 
manner or place of payment of, or in any other term of, all or any of the 
Guaranteed Obligations or any other amendment to, modification of, waiver of, 
or any consent to departure from, the Supply Agreement, (b) any change in 
ownership of Guarantor or Select; (c) any bankruptcy, insolvency, or 
reorganization of, or other similar proceedings involving Guarantor or 
Select; or (d) any other circumstances which might otherwise constitute a 
legal or equitable discharge of a surety or guarantor.  Guarantor represents 
that it has discussed with its counsel the various defenses that may be 
available to a guarantor or surety under law, and, to the fullest extent 
permitted by law, Guarantor waives each and every defense (other than 
payment) which may be available to it in respect of its obligations under 
this Performance Guaranty and covenants that this Performance Guaranty will 
not be discharged except by complete payment and performance of the 
Guaranteed Obligations as provided above.

If a claim is made upon BECo at any time for repayment or recovery of any 
amounts received by BECo from any source on account of any of the Guaranteed 
Obligations and BECo pursuant to a court order and applicable law repays or 
returns any amounts so received, then the Guarantor shall remain liable for 
the amounts so repaid (such amounts being deemed part of the Guaranteed 
Obligations) to the same extent as if such amounts had never been received by 
BECo, notwithstanding any termination hereof or the cancellation of any 
instrument or agreement evidencing any of the Guaranteed Obligations.

Guarantor, hereby irrevocably, unconditionally and expressly waives, to the 
fullest extent permitted by applicable law, promptness, diligence, notice of 
acceptance and other notice with respect to any of the Guaranteed Obligations 
and this Performance Guaranty and any requirement that BECo protect, secure 
or perfect any security interest or exhaust any right or first proceed 
against Select or any other person or entity.

This Performance Guaranty shall be binding upon Guarantor and its successors 
and permitted assigns and inure to the benefit of and be enforceable by BECo 
and its successors and permitted assigns.


IN WITNESS WHEREOF, this Performance Guaranty has been executed by a duly 
authorized officer of Guarantor as of the date first written above.



NORTHEAST UTILITIES, Guarantor
By:/S/Randy A. Shoop
Title: Assistant Treasurer - Finance

Accepted:

Boston Edison Company
By:/S/Douglas A. Horan
Title: Senior Vice President