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                                                         EXHIBIT 2



    This Amendment, made as of this first day of January, 1993 ("Amendment")
to the Trust Agreement dated as of January 1, 1989 (the Trust Agreement") is
by and between COMMONWEALTH ENERGY SYSTEM, a voluntary association organized
under the laws of the Commonwealth of Massachusetts (hereinafter referred to
as the "System") and VANGUARD FIDUCIARY TRUST COMPANY, a trust company
incorporated under Chapter 10 of the Pennsylvania Banking Code, (hereinafter
referred to as the "Plan Trustee").

                           WITNESSETH:

    WHEREAS, the System and its subsidiary companies have adopted and
maintain the Employees Savings Plan of Commonwealth Energy System and
Subsidiary Companies ("the Plan") for the exclusive benefit of their
employees, and:

    WHEREAS, the System and the Plan Trustee are parties to that certain
Trust Agreement dated as of January 1, 1989, pursuant to which the System pays
such sums of money to the Plan Trustee under the Plan and the Plan Trustee
holds, invests, reinvests and administers such funds in accordance with the
terms of the Plan and the Trust Agreement, and:

    WHEREAS, the System and the Plan Trustee wish to amend said Trust
Agreement in order to reflect certain amendments to the Plan relative to the
establishment of a post retirement medical subaccount under the Plan;

    NOW THEREFORE, in consideration of the mutual covenants contained herein,
the System and the Plan Trustee, intending to be legally bound, hereby agree
as follows:

    1) Notwithstanding anything set forth in the Trust Agreement to the
contrary, the Plan Trustee agrees that it shall establish and maintain a
separate fund under the Trust Agreement relative to the Plan participants'
medical subaccounts, and shall separately account and maintain records
relative to all contributions, earnings, losses and distributions of funds
maintained on behalf of such participants' post retirement medical
subaccounts.

    2) Except as is expressly amended herein, the System and the Plan Trustee
agree that the Trust Agreement shall remain in full force and effect as is set
forth therein.

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    IN WITNESS WHEREOF, the System and the Plan Trustee has caused this
instrument to be executed by their duly authorized officers as of the day and
year first written above.

Attest:                          COMMONWEALTH ENERGY SYSTEM*



RICHARD J. MORRISON              By R.D. WRIGHT             
                                    Vice President


Attest:                          VANGUARD FIDUCIARY TRUST COMPANY



NANCY D. HIGGS                   By R. GREGORY BARTON       
                                    Vice President


*The name "Commonwealth Energy System" means the trustees for the time being
(as trustees but not individually) under a Declaration of Trust dated December
31, 1926, as amended, which is hereby referred to, and a copy of which has
been filed with the Commissioner of Corporations and Taxation of The
Commonwealth of Massachusetts.  Any agreement, obligation or liability made,
entered into or incurred by or on behalf of said System binds only the trust
estate, and no shareholder, director, trustee, officer or agent assumes, or
shall be held to, any liability by reason thereof.