Exhibit 10.17.11

(Conformed Copy)

          FOURTEENTH AMENDMENT TO AGREEMENT FOR JOINT OWNERSHIP,
         CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS

     This Fourteenth Amendment to Agreement For Joint Ownership,
Construction and Operation of New Hampshire Nuclear Units (the Fourteenth
Amendment), made as of the 1st day of June, 1982, by and among Public
Service Company of New Hampshire, The United Illuminating Company, Bangor
Hydro-Electric Company, Central Maine Power Company, Central Vermont Public
Service Corporation, Commonwealth Electric Company (formerly New Bedford
Gas and Edison Light Company), The Connecticut Light and Power Company,
Fitchburg Gas and Electric Light Company, Hudson Light and Power
Department, Maine Public Service Company, Massachusetts Municipal Wholesale
Electric Company, Montaup Electric Company, New England Power Company, New
Hampshire Electric Cooperative, Inc., Taunton Municipal Lighting Plant and
Vermont Electric Cooperative, Inc. (the Participants).

                             WITNESSETH THAT:

     WHEREAS, the Participants are parties to the Agreement for Joint
Ownership, Construction and Operation of New Hampshire Nuclear Units made
as of May 1, 1973, as heretofore amended by the amendatory agreements dated
May 24, 1974, June 21, 1974, September 25, 1974, October 25, 1974, January
31, 1975, April 18, 1979, April 25, 1979, June 8, 1979, October 11, 1979,
December 15, 1979, June 16, 1980 and December 31, 1980 (collectively the
Agreement); and

     WHEREAS, the Participants desire to effect, in accordance with
(paragraph 29 of the Agreement, the amendments to the Agreement hereinafter
set forth:

     NOW, THEREFORE, the Participants agree as follows:

1.   Amendment to Paragraph 23 - Rights re Transfer of Ownership Shares

     Paragraph 23 of the Agreement is hereby amended by adding after
     paragraph 23.1 the following paragraph:

               "23.2. Notwithstanding the provisions of paragraph 23.1 but
     subject to the provisions of paragraph 32.5, any Participant may sell
     all or any portion of its Ownership Share in particular nuclear fuel
     provided that such Participant makes arrangements to lease the fuel
     share so sold, that the terms of such sale and lease arrangements do
     not adversely affect the rights and interests of the other
     Participants in such particular nuclear fuel and in its use and
     financing in accordance with this Agreement, and that such terms are
     satisfactory to PSNH."

2.   Amendment to Paragraph 32 - Miscellaneous

     Paragraph 32.5 is hereby amended by striking out "paragraph 23" and
     substituting therefor "paragraph 23.1".

3.   Execution in Counterparts.

     Any number of counterparts of this Fourteenth Amendment may be
     executed and each shall have the same force and effect as an original
     and as if all the parties to all of the counterparts had signed the
     same instrument.

4.   Effective Date of this Fourteenth Amendment.

     When counterparts hereof have been executed by Participants having
     Ownership Shares aggregating at least 80%, this Fourteenth Amendment
     shall become effective in accordance with Paragraph 29 of the
     Agreement.

     IN WITNESS WHEREOF, each of the undersigned has caused this Fourteenth
Amendment to be signed by an authorized officer and its respective seal to
be affixed hereto on the date indicated but as of the date first above
written.

Witness:                 PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

s/ Florence B. Chase               Bys/ W. C. Tallman         (Seal)
                                                                            
                                   Its Chairman                             
                                   Date June 3, 1982

State of New Hampshire
County of Hillsborough

     The foregoing instrument was acknowledged before me this 3rd day of
June, 1982, by W. C. Tallman, Chairman, of Public Service Company of New
Hampshire, a New Hampshire corporation, on behalf of the corporation.

                                                                            
                             s/ F. J. Coolbroth(Seal)
                             Notary Public
                             My Commission expires October 14, 1986



Witness:                        THE UNITED ILLUMINATING COMPANY

s/ Carlotta S. Shea                  Bys/ Leon A. Morgan    (Seal)
                                                                            
                                     Its Executive Vice President
                                                                            
                                    Date June 9, 1982

State of Connecticut
County of New Haven

     The foregoing instrument was acknowledged before me this 9th day of
June, 1982, by Leon A. Morgan, Executive Vice President, of The United
Illuminating Company, a Connecticut corporation, on behalf of the corpora-
tion.

                                                                            
                            s/ Richard F. Skinner(Seal)
                                                                            
                            Richard F. Skinner
                                                                            
                            Notary Public
                                                                            
                            My commission expires April 1, 1985



Witness:                   BANGOR HYDRO-ELECTRIC COMPANY

                            s/ Robert S. Briggs 
                             Bys/ T. A. Greenquist  (Seal)
                                                                            
                             Its President
                                                                            
                              DateJune 8, 1982

State of Maine
County of Penobscot
          The foregoing instrument was acknowledged before me this 8th day of
June, 1982, by T. A. Greenquist, President, of Bangor Hydro-Electric
Company, a Maine corporation, on behalf of the corporation.

                                                                            
                            s/ Robert S. Briggs(Seal)



Witness:                      CENTRAL MAINE POWER COMPANY

s/ Judith Sargent            Bys/ E. W. Thurlow (Seal)
                                                                            
                             Its President
                                                                            
                            DateJune 7, 1982

State of Maine
County of Kennebec

     The foregoing instrument was acknowledged before me this 7th day of
June, 1982, by  E. W. Thurlow, President, of Central Maine Power Company, a
Maine corporation, on behalf of the corporation.

                                                                            
                            s/ William M. Finn(Seal)
                                                                            
                            Notary Public
                                                                            
                            My commission expires September 16, 1984



Witness:                     CENTRAL VERMONT PUBLIC SERVICE CORPORATION

s/ Beverly H. Merrett             Bys/ James E. Griffin     (Seal)
                                                                            
                                     Its President
                                                                            
                                  DateJune 10, 1982

State of Vermont
County of Rutland

     The foregoing instrument was acknowledged before me this 10th day of
June, 1982, by James E. Griffin, President, of Central Vermont Public
Service Corporation, a Vermont corporation, on behalf of the corporation.

                                                                            
                            s/ Olga G. Laird(Seal)
                                                                            
                            Notary Public



Witness:                     COMMONWEALTH ELECTRIC COMPANY
                          (Formerly New Bedford Gas and Edison Light Company)
                             CANAL ELECTRIC COMPANY

s/ M. P. Sullivan            Bys/ E. G. Cheney  (Seal)
                                                                            
                             Its Financial Vice President
                                                                            
                             DateJune 10, 1982

Commonwealth of Massachusetts
County of Middlesex

     The foregoing instrument was acknowledged before me this 10th day of
June, 1982, by E. G. Cheney, Financial Vice President, of Commonwealth
Electric Company, Canal Electric Company, a Massachusetts corporation, on
behalf of the corporation.
                                                                            
                            s/ Michael P. Sullivan(Seal)
                                                                            
                            Notary Public



Witness:                    THE CONNECTICUT LIGHT AND POWER COMPANY

s/ Walter F. Torrance, Jr.    By   s/ W. T. Schultheis       (Seal)
                                                                            
                              Its Vice President
                                                                            
                            DateJune 10, 1982

State of Connecticut
County of Hartford

     The foregoing instrument was acknowledged before me this 10th day of
June, 1982, by Walter T. Schultheis, Vice President, of The Connecticut
Light and Power Company, a Connecticut corporation, on behalf of the
corporation.

                                                                            
                            s/ Janet E. Spencer(Seal)
                                                                            
                            Janet E. Spencer
                                                                            
                            Notary Public
                                                                            
                            My commission expires 3/31/85



Witness:                    FITCHBURG GAS AND ELECTRIC LIGHT COMPANY

s/ Bruce R. Garlick         Bys/ Howard W. Evirs, Jr.(Seal)
                                                                            
                            Its President
                                                                            
                            DateJune 17, 1982

Commonwealth of Massachusetts
County of Worcester

     The foregoing instrument was acknowledged before me this 17th day of
June, 1982, by Howard W. Evirs, Jr., President, of Fitchburg Gas and
Electric Light Company, a Massachusetts corporation, on behalf of the
corporation.

                                                                            
                            s/ John A. Haven(Seal)
                                                                            
                            My commission expires April 2, 1987



Witness:                    HUDSON LIGHT AND POWER DEPARTMENT

s/ Mary Ann Kenyon           Bys/ Horst Huehmer   (Seal)
                                                                            
                            Its Manager
                                                                            
                            Date7/16/82

Commonwealth of Massachusetts
County of Middlesex

     The foregoing instrument was acknowledged before me this 16th day of
July, 1982, by Horst Huehmer, Manager, of Hudson Light and Power
Department, an agency of a Massachusetts municipal corporation, on behalf
of the corporation.

                                                                            
                            s/ George E. Thompson(Seal)


Witness:                     MAINE PUBLIC SERVICE COMPANY

s/ Glenna M. Briggs          Bys/ R. A. Brown         (Seal)
                                                                            
                             Its President
                                                                            
                            DateJune 10, 1982

State of Maine
County of Aroostook

     The foregoing instrument was acknowledged before me this 10th day of
June, 1982, by Ralph A. Brown, President, of Maine Public Service Company,
a Maine corporation, on behalf of the corporation.

                                                                            
                            s/ Linda M. Swett(Seal)
                                                                            
                            My Commission Expires July 10, 1988



Witness:             MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY

s/ Laurie Thompson         Bys/ Phillip C. Otness(Seal)
                                                                            
                           Its General Manager and Secretary
                                                                            
                            DateDecember 9, 1982

Commonwealth of Massachusetts
County of Hampden

     The foregoing instrument was acknowledged before me this 9th day of
December, 1982, by Phillip C. Otness, General Manager and Secretary, of
Massachusetts Municipal Wholesale Electric Company, a Massachusetts
corporation, on behalf of the corporation.

                                                                            
                            s/ Armand J. Goulet(Seal)
                                                                            
                            Notary Public
                                                                            
                            My Commission expires 3/3/89



Witness:                    MONTAUP ELECTRIC COMPANY
s/ Donald G. Parker       Bys/ John F. G. Eichorn(Seal)
                                                                            
                          Its President
                                                                            
                          DateJune 8, 1982

Commonwealth of Massachusetts
County of Suffolk

     The foregoing instrument was acknowledged before me this 8th day of
June, 1982, by John F. G. Eichorn, Jr., President, of Montaup Electric
Company, a Massachusetts corporation, on behalf of the corporation.

                                                                            
                            s/ William F. O'Connor(Seal)
                                                                            
                            Notary Public
                                                                            
                            My Commission Expires:  May 18, 1984



Witness:                    NEW ENGLAND POWER COMPANY

                                                                            
                             By(Seal)
                                                                            
                             Its
                                                                            
                            Date


Commonwealth of Massachusetts
County of Worcester

     The foregoing instrument was acknowledged before me this           day
of June, 1982, by                                                          
, of New England Power Company, a Massachusetts corporation, on behalf of
the corporation.

                                                                            
                                                                    (Seal)



Witness:                             NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC.

s/ William A. Bardely             Bys/ James J. Page           (Seal)
                                                                            
                                     Its President
                                                                            
                            Date2/25/83

State of New Hampshire
County of Grafton

     The foregoing instrument was acknowledged before me this 25th day of
February, 1983, by James Page, of New Hampshire Electric Cooperative, Inc.,
a New Hampshire corporation, on behalf of the corporation.

                                                                            
                            s/ Maurice H. Muzzey(Seal)
                                                                            
                            My Commission Expires 12/13/87



Witness:                             TAUNTON MUNICIPAL LIGHTING PLANT

s/ W. F. O'Connor                        Bys/ Joseph M. Blain(Seal)
                                                                            
                                      Its General Manager
                                                                            
                            Date6/17/82

Commonwealth of Massachusetts
County of Bristol

     The foregoing instrument was acknowledged before me this 25th day of
June, 1982, by Joseph M. Blain, of Taunton Municipal Lighting Plant, an
agency of a Massachusetts municipal corporation, on behalf of the
corporation.

                                                                            
                            s/ Patricia S. Adams(Seal)
                                                                            
                            My commission expires 11/26/82



Witness:                             VERMONT ELECTRIC COOPERATIVE, INC.

s/ Nora H. Winckler                  Bys/ William J. Gallagher(Seal)
                                                                            
                                 Its Vice-President and Executive Manager
                                                                            
                            DateJune 14, 1982

State of Vermont
County of Lamoile

     The foregoing instrument was acknowledged before me this 14th day of
June, 1982, by William J. Gallagher, Vice-President and Executive Manager,
of Vermont Electric Cooperative, Inc., a Vermont corporation, on behalf of
the corporation.

                                                                            
                            s/ Nora H. Winckler(Seal)