Exhibit 10.39.1
AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement, dated as of February 23, 1999, amends 
the Employment Agreement, dated as of August 20, 1997, between Northeast 
Utilities ("NU") and Michael G. Morris, as follows:

A.	The phrase "a Termination upon Change of Control, as defined in Section 
6.1(f)" in Section 1.9 of the Employment Agreement is amended to read "a 
Change of Control, as defined in Section 6.1(c)".

B.	Section 6.1(f) is amended to read in its entirety as follows:

(f)  "Termination upon a Change of Control" shall mean a Termination of 
Employment during the period beginning on the earlier of (a) approval by the 
shareholders of NU 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 Executive's (w) 
disability, as described in Section 5.1 hereof, (x) death, (y) retirement on 
or after attaining age 65, or (z) "cause," as defined in Section 5.3 hereof, 
or 

(ii) initiated by Executive (A) upon any failure of the Company materially to 
comply with and satisfy any of the terms of this Agreement, including any 
significant reduction by the Company of the authority, duties or 
responsibilities of Executive, any reduction of Executive's compensation or 
benefits due hereunder, or the assignment to Executive of duties which are 
materially inconsistent with the duties of Executive's position as defined in 
Section 1.2 above, or (B) if Executive is transferred, without Executive's 
written consent, to a location that is more than 50 miles from Executive's 
principal place of business immediately preceding such approval or 
consummation; provided, that the imposition on Executive following a Change 
of Control of a limitation of Executive's scope of authority such that 
Executive's responsibilities relate primarily to a company or companies whose 
common equity is not publicly held shall be considered a "significant 
reduction by the Company of the authority, duties or responsibilities of 
Executive" for purposes hereof.

C.	Section 6.4(c) of the Employment Agreement is deleted, and the following 
paragraph is added at the beginning of Section 6.4:

Upon the occurrence of a Change of Control, unless the Compensation Committee 
of the Northeast Utilities Board of Trustees is comprised of the same members 
as those on the Committee immediately before the Change of Control and 
determines otherwise, (i) the Option and any subsequent stock option grants 
previously granted to Executive, to the extent not already vested prior to 
such occurrence, shall be fully vested and immediately exercisable as if 
Executive had satisfied all requirements as to exercise, including the right 
of exercise where appropriate within 36 months of such occurrence, and if the 
Change of Control results in the Voting Securities of NU ceasing to be traded 
on a national securities exchange or through the national market system of 
the National Association of Securities Dealers Inc., the price at which the 
Option shall be exercised shall be the average of the closing prices for the 
five trading days preceding the day such Voting Securities cease trading; and 
(ii) if the Company is not the surviving corporation (or survives only as a 
subsidiary of another corporation), that portion of the Option that has not 
been exercised shall be assumed by, or replaced with comparable options or 
rights by, the surviving corporation.  Notwithstanding the foregoing, such 
Committee (if comprised of the same members as those on the Committee 
immediately before the Change of Control) may require Executive to surrender 
the remainder of the Option in exchange for a payment by the Company, in cash 
or common shares as determined by the Committee, in an amount equal to the 
amount by which the then fair market value of the common shares subject to 
the Option exceeds $9.625 per share, or, after giving Executive an 
opportunity to exercise the Option, terminate the Option at such time as the 
Committee deems appropriate.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have 
executed this Amendment as of the day and year first above written.

	NORTHEAST UTILITIES 
/s/Michael G. Morris
							By/s/Cheryl Grise
							Senior Vice President, Secretary
							and General Counsel
3/3/99						3/3/99