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, pursuant to 
the order of the Commission issued on November 12, 1998 in this file (SEC 
Release No. 35-26939, File No. 70-9343), as follows:

	As of February 2, 1999, all NU guarantees issued in support of the 
obligations of nonutility subsidiaries totalled $53.5 million. 

The following additional exhibit is filed herewith:

B.3  Amendment No. 1, dated as of November 30, 1998 (execution copy) to NU 
Guaranty dated as of November 30, 1998, made by and among NU, 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.

March 19, 1999

NORTHEAST UTILITIES
NORTHEAST UTILITIES SERVICE COMPANY                     
BY	  /s/Randy A. Shoop	
Name:  Randy A. Shoop
Title:  Assistant Treasurer

EX-10

[EXECUTION COPY]

AMENDMENT NO. 1 TO
NORTHEAST UTILITIES GUARANTY

	This AMENDMENT NO. 1, dated as of November 30, 1998, is made by and 
among NORTHEAST UTILITIES, an unincorporated voluntary business association 
organized under the laws of the Commonwealth of Massachusetts (the 
"Guarantor"), 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 Guarantor has entered into a Guaranty in favor of the 
Participating Banks, the Issuing Bank, and the Administrative Agent, dated as 
of November 30, 1998 (the "Guaranty").  

	(2)	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 November 30, 1998 (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").  It was a condition precedent to the issuance of the Letter 
of Credit pursuant to the Reimbursement Agreement that the Guarantor, the 
owner of 100% of the issued and outstanding shares of capital stock of the 
Account Party, shall have executed and delivered the Guaranty.

	(3)	The Guarantor, the Participating Banks, the Issuing Bank, and the 
Administrative Agent have agreed to amend the Guaranty to (a) adjust the 
common equity ratio in Section 9(a) of the Guaranty and the interest coverage 
ratio in Section 9(b) of the Guaranty, in order to conform with covenants 
regarding the same in the Credit Agreement, dated as of November 21, 1996, 
among the Guarantor, The Connecticut Light and Power Company, Western 
Massachusetts Electric Company, the "Co-Agents" and "Lenders" named therein, 
and Citibank, N.A., as "Administrative Agent" thereunder; as amended, 
modified or supplemented, and (b) change the term "Majority Banks" where it 
appears in the Guaranty to "Required Banks", in order to conform with the 
Reimbursement Agreement.

	NOW, THEREFORE, in consideration of the premises and for other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the parties hereto hereby agree as follows:

	SECTION 1.  Amendments to Guaranty.  The Guaranty is, effective as of 
the date hereof and subject to the satisfaction of the conditions precedent 
set forth in Section 2 hereof, hereby amended as follows:

	(a)	Section 9(a) is amended in its entirety to read as follows:

		"(a)	Common Equity Ratio.  Maintain at all times a ratio of Common 
Equity to Total Capitalization of not less than 0.31 to 1.0."

	(b)	Section 9(b) is amended in its entirety to read as follows:

		"(b)	Interest Coverage Ratio.  Maintain a ratio of Consolidated 
Operating Income to Consolidated Interest Expense of not less than 2.00 to 
1.0 as of the end of each Fiscal Quarter."

	(c)	The term "Majority Banks" where it appears in Sections 6, 7, 8, 9, 
10, and 11 is deleted and the term "Required Banks" is substituted therefor.

	SECTION 2.  Conditions of Effectiveness.  This Amendment shall become 
effective when, and only when, the Administrative Agent shall have received 
counterparts of this Amendment executed by the Guarantor, the Administrative 
Agent, the Issuing Bank, and the Required Banks.

	SECTION 3.  Representations and Warranties of the Guarantor.  The 
Guarantor represents and warrants as follows:

	(a)	The execution, delivery, and performance by the Guarantor of this 
Amendment, and the performance by the Guarantor of the Guaranty, as amended 
by this Amendment, (i) are within the Guarantor's powers, (ii) have been duly 
authorized by all necessary action and (iii) do not and will not (A) require 
any consent or approval on the part of the Guarantor, (B) violate any 
provision of the declaration of trust of the Guarantor or of law, (C) violate 
any legal restriction binding on or affecting the Guarantor, (D) result in a 
breach of, or constitute a default under, any indenture or loan or credit 
agreement or any other agreement, lease or instrument to which the Guarantor 
is a party or by which it or its properties may be bound or affected, or (E) 
result in or require the creation of any Lien upon or with respect to any of 
its properties.

	(b)	No Governmental Approval is required for the due execution, 
delivery, and performance by the Guarantor of this Amendment.

	(c)	This Amendment and the Guaranty, as amended by this Amendment, are 
the legal, valid, and binding obligations of the Guarantor enforceable 
against the Guarantor in accordance with their respective terms; subject to 
the qualification, however, that the enforcement of the rights and remedies 
herein and therein 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).  This Amendment has been duly executed and 
delivered on behalf of the Guarantor.

	(d)	The representations and warranties of the Guarantor set forth in 
Section 6 of the Guaranty are true and correct on and as of the date hereof, 
as though made on and as of such date.

	(e)	No event has occurred and is continuing that constitutes an 
Unmatured Default or an Event of Default.

	SECTION 4.  Reference to and Effect on the Loan Documents.  (a) Upon the 
effectiveness of this Amendment, on and after the date hereof each reference 
in the Guaranty to "this Guaranty", "hereunder",  "hereof" or words of like 
import referring to the Guaranty, and each reference in the other Loan 
Documents to "the Guaranty", "thereunder", "thereof" or words of like import 
referring to the Guaranty, shall mean and be a reference to the Guaranty as 
amended hereby.

	(b)	Except as specifically amended above, the Guaranty and all other 
Loan Documents are and shall continue to be in full force and effect and are 
hereby in all respects ratified and confirmed. 

	(c)	The execution, delivery and effectiveness of this Amendment shall 
not, except as expressly provided herein, operate as a waiver of any right, 
power, or remedy of any Participating Bank, the Issuing Bank, or the 
Administrative Agent under any of the Loan Documents, nor constitute a waiver 
of any provision of any of the Loan Documents.

	SECTION 5.  Cost, Expenses, and Taxes.  The Guarantor agrees to pay on 
demand all costs and expenses of the Administrative Agent in connection with 
the preparation, execution, delivery, and administration of this Amendment 
and any other instruments and documents to be delivered hereunder (including, 
without limitation, the reasonable fees and expenses of counsel to the 
Administrative Agent) in accordance with the terms of Section 9.5 of the 
Reimbursement Agreement.

	SECTION 6.  Execution in Counterparts.  This Amendment may be executed 
in any number of counterparts and by different parties hereto in separate 
counterparts, each of which when so executed and delivered shall be deemed to 
be an original and all of which taken together shall constitute but one and 
the same instrument.

	SECTION 7.  Governing Law.  This Amendment shall be governed by, and 
construed in accordance with, the laws of the State of New York.

	SECTION 8.  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 Amendment, and this Amendment 
shall not be enforceable against any such trustee in their or his or her 
individual capacities or capacity and this Amendment 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 Amendment 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 parties hereto have caused this Amendment to be 
executed by their respective officers thereunto duly authorized, as of the 
date first above written.


NORTHEAST UTILITIES



By/s/	Randy A. Shoop
Name:	Randy A. Shoop
Title:	Assistant Treasurer - Finance

UNION BANK OF CALIFORNIA, N.A., as
Administrative Agent



By/s/ John M. Edmonston
Name: John M. Edmonston
Title:  Senior Vice President


THE FIRST NATIONAL BANK OF CHICAGO, 
as Issuing Bank


By/s/ Kenneth J. Bauer
Name: Kenneth J. Bauer
Title: Vice President


Participating Banks:

UNION BANK OF CALIFORNIA, N.A.


By/s/ John M. Edmonston
Name: John M. Edmonston
Title:Senior Vice President


THE FIRST NATIONAL BANK OF CHICAGO


By/s/ Kenneth J. Bauer
Name: Kenneth J. Bauer
Title: Vice President


BARCLAYS BANK PLC


By/s/Sydney G. Dennis
Name: Sydney G. Dennis
Title: Director