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EXHIBIT 3(a)
New England Power Company
Articles of Amendment
As of February 25, 2000, (i) the preface for Article I of the
Company's Articles of Organization were amended to read as follows:
The capital stock of the corporation shall consist of common
stock of the par value of $20 a share, and the 6% Cumulative
Preferred Stock of the par value of $100 a share, having the
preferences, voting rights, restrictions and qualifications as
follows:
(ii) Article I of the Company's Articles of Organization
were amended by deleting in their entirety Sections 2,
3, 4, and 5; and
(iii) The capital stock of the Company was decreased by
2,262,500 shares of Dividend Series Preferred Stock of
a par value of $100 per share and by 6,879,440 shares
of Preferred Stock-Cumulative of a par value of $25
per share.