Exhibit 10.42.2
AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement, dated as of February 23, 1999, amends 
Section 6.1(f) of the Employment Agreement, dated as of February 1, 1996, 
between Northeast Utilities Service Company and John H. Forsgren, to read 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.

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 SERVICE COMPANY
/s/John H. Forsgren			/s/Cheryl Grise
3/8/99				Senior Vice President, Secretary and
					General Counsel
					3/4/99