Date]{1} Citibank, N.A., as Administrative Agent, for the Lenders party to the Credit Agreement referred to below 399 Park Avenue New York, New York 10043 Attention: ____________________ Ladies & Gentlemen: Reference is made to the Credit Agreement,...

                                                                 EXHIBIT 3.03D-2




                                FORM OF COMPETITIVE BID ACCEPTANCE
                                (Fixed Rate Competitive Borrowing)



                                                     [Date]{1}


Citibank, N.A., as Administrative Agent, for the Lenders party to the Credit
   Agreement referred to below
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000


Attention:  ____________________


Ladies & Gentlemen:

        Reference is made to the Credit Agreement, dated as
, 1996 (the 'CREDIT AGREEMENT'), among Northeast Utilities, The Connecticut
Power and Light Company and Western Massachusetts Electric Company
(collectively, the 'BORROWERS'), the Banks and Agents named therein, and
Citibank, N.A., as Administrative Agent.  Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement.
        We have received a summary of bids in connection with our Competitive
Bid Request dated ___________, 19__ made by [NAME OF BORROWER] and in
accordance with Section 3.03(iv) of the Credit Agreement, we hereby accept the
following bids for maturity on [date]:

Principal AmountCompetitive Xxxxxx           Xxxxxx

$                      [+/-.  %]

$

We hereby reject the following bids:

Principal AmountCompetitive Xxxxxx           Xxxxxx

$                      [+/-.  %]

$


        The $      should be deposited in Citibank, N.A. account number
[] on [date] [or] [wire transferred to [Name of Bank] account number
[] [other wire instructions] on [date]].


                                      Very truly yours,

                                      [NAME OF XXXXXXXX]



                                      By________________________________
                                          Title:

               ''FOOTNOTES''
 {1 }To be received by the Administrative Agent not later than 10:15 a.m. (New
York City time) on the day of a proposed Competitive Borrowing.