Exhibit 24.2




                            SIGNATURES

     The signature pages of this registration statement and of any amendment
or amendments thereto hereafter filed shall be deemed to include the
following:



VOTED:    That this Company file one or more registration statements with
          the Securities and Exchange Commission under the Securities Act of
          1933 with reference to the Additional Common Shares;  that the
          officers of the Company or John G. Cochrane, Jennifer L. Kenney,
          ames P. Meehan, or Robert King Wulff, as attorney-in-fact for this
          Company are severally authorized in the name and on behalf of the
          members of this Board, to execute and file such registration
          statements, and any amendment or amendments thereto as the officer
          or officers or attorney-in-fact so acting deem advisable; and that
          the principal executive officer or officers, the principal
          financial officer, and the principal accounting officer of this
          Company are authorized to execute such registration statements and
          such amendment or amendments thereto.

                                 

     I, Cheryl A. LaFleur, hereby certify that I am Secretary of New England
Electric System; that the foregoing is a true copy from the records of votes
duly passed at a meeting of the Directors of said company duly held February
24, 1998, at which meeting a quorum was present and acting throughout; and
that said vote remains in full force and effect without alteration.



A T T E S T:                       s/ Cheryl A. LaFleur
                                   ___________________________
                                   Secretary