$198,895,000 Massachusetts Water Resources Authority Multi Modal Subordinated General Revenue Refunding Bonds 1998 Series D; §5.M; Rule 139.15, 3/12/1999

§5.M available for the issuance of bonds by the Massachusetts Water Resources Authority, a governmental agency of the Commonwealth of Massachusetts (the “Authority”). The proceeds of the bonds will be used to finance and refinance a portion of the Authority’s capital program. The payment of the bonds will be guaranteed by a municipal bond insurance policy (the “Policy”) issued by a New York insurer authorized to do business in Texas. Each investor in the bonds will have the right to tender the bonds back to the Authority on certain dates, and this right is supported by a standby bond purchase agreement with the bond trustee and a subsidiary of General Electric Capital Corporation (the “Repurchase Agreement”). The Policy and the Repurchase Agreement will be offered and sold only with the bonds, and no additional consideration must be paid for them. The staff noted that Rule 139.15 is available to exempt the Policy from registration and recommended no action to require registration of the offer and sale of the Repurchase Agreement.