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 Jennifer L. Kenney, James 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 May 26,
1998, at which meeting a quorum was present and acting throughout; and that
said votes remain in full force and effect without alteration.



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