Exhibit 10.37.1
AMENDMENT TO SPECIAL SEVERANCE PROGRAM 
FOR OFFICERS OF NORTHEAST UTILITIES SYSTEM COMPANIES

The definition of "Termination upon a Change of Control" set forth in Article 
II of the Special Severance Program for Officers of Northeast Utilities 
System Companies is amended to read in its entirety as follows, effective 
February 23, 1999:

"Termination upon a Change of Control" of a Participant shall mean a 
Termination of Employment during the period beginning on the earlier of (a) 
approval by the shareholders of Northeast Utilities of a Change of Control or 
(b) consummation of a Change of Control and, in either case, ending on the 
second anniversary of the consummation of the transaction that constitutes 
the Change of Control (or if such period started on shareholder approval and 
after such shareholder approval the Board abandons the transaction, on the 
date the Board abandoned the transaction) either:

(i)  initiated by the Company for any reason other than (w) Disability, (x) 
death, (y) retirement on or after attaining age 65, or (z) Cause, or 

(ii) initiated by the Participant (A) upon any significant reduction by the 
Company of the authority, duties or responsibilities of Participant, any 
reduction of the Participant's compensation or benefits other than a 
reduction applicable to all employees generally, or the assignment to 
Participant of duties which are materially inconsistent with the duties of 
Participant's position with the Company, or (B) if Participant is 
transferred, without Participant's written consent, to a location that is 
more than 50 miles from Participant's principal place of business immediately 
preceding such approval or consummation.

Approved in accordance with resolutions of the Board of Trustees of Northeast 
Utilities adopted on February 23, 1999.


Cheryl W. Grise
Senior Vice President, Secretary and General Counsel


I waive the two-year notice period of a change to the Special Severance 
Program provided for in Section VIII(a) thereof:

Name:
Date: