Exhibit 10.35.2 

          

                               AMENDMENT NO. 2 TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
              FOR OFFICERS OF NORTHEAST UTILITIES SYSTEM COMPANIES

     The Supplemental Executive Retirement Plan for Officers of Northeast
Utilities System Companies is hereby amended, effective as of January 1,
1994, as follows:

A.   Article I is amended to read in its entirety as follows:

          The purpose of this Supplemental Executive Retirement Plan for
     Officers of Northeast Utilities System Companies (the "Plan") is to
     provide certain executives with (i) the benefits that would have been
     provided to them under the Northeast Utilities Service Company
     Retirement Plan (the "Retirement Plan") if compensation and benefits
     were not subject to the limitations imposed by Sections 401(a)(17) and
     415 of the Code and if certain awards under the Northeast Utilities
     Executive Incentive Compensation Program (the "EICP") and the
     Northeast Utilities Executive Incentive Plan (the "Incentive Plan")
     were included in the benefit calculations under the Retirement Plan,
     and (ii) a supplemental retirement benefit in addition to the
     retirement benefit provided under the Retirement Plan and the benefits
     described in clause (i) above.  Effective as of January 1, 1992, this
     Plan amends and restates in its entirety the Supplemental Executive
     Retirement Plan for Officers of Northeast Utilities System Companies
     dated June 23, 1987; provided, however, that the provisions of this
     Plan applicable to the Compensation Limit Benefit shall be effective
     as of January 1, 1989.  The Plan has been further amended on September
     28, 1993, effective August 1, 1993, and on January 25, 1994, effective
     January 1, 1994.  The Plan is not intended to meet the qualification
     requirements of Section 401 of the Code.

B.   The definition of "Administrator" in Article II is amended to read in
its entirety as follows:

          "Administrator" shall mean the plan administrator under the
     Retirement Plan and, to the extent a trust is established in
     accordance with Article XI, the trustee of such trust, their
     respective duties to be subject to written agreement between such plan
     administrator and such trustee.

C.   Article XI is amended to read in its entirety as follows:

          Benefits payable under this Plan shall be "unfunded," as that
     term is used in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(a)(6)
     of the Employee Retirement Income Security Act of 1974, as amended,
     with respect to unfunded plans maintained primarily for the purpose of
     providing deferred compensation to a select group of management or
     highly compensated employees, and the Administrator shall administer
     this Plan in a manner that will ensure that benefits are unfunded and
     that Participants will not be considered to have received a taxable
     economic benefit prior to the time at which benefits are actually
     payable hereunder.  Accordingly, the Employer shall not be required to
     segregate or earmark any of its assets for the benefit of Participants
     or their spouses or other beneficiaries, and each such person shall
     have only a contractual right against the Employer for benefits
     hereunder.  The Company may from time to time establish a trust and
     deposit with the trustee thereof funds to be held in trust for the
     payment of benefits hereunder; provided, that the use of such funds
     for such purpose shall be subject to the claims of the Company's
     general creditors as set forth in the agreement establishing any such
     trust.  The rights and interests of a Participant under this Plan
     shall not be subject in any manner to anticipation, alienation, sale,
     transfer, assignment, pledge or encumbrance by a Participant or any
     person claiming under or through a Participant, nor shall they be
     subject to the debts, contracts, liabilities or torts of a Participant
     or anyone else prior to payment.  The Treasurer of the Company may
     from time to time appoint an investment manager or managers for the
     funds held in any such trust.

D.   Section (b) of Article XIV is amended to read in its entirety as
follows:

          (b) Benefits under this Plan shall, in the first instance, be
     paid and satisfied by NUSCO, whether from a trust set up as provided
     in Article XI or otherwise.  If NUSCO shall be dissolved or for any
     other reason shall fail to pay and satisfy such benefits, through such
     trust or otherwise, each individual Employer shall pay and satisfy its
     share of such benefits, such share to be the ratio of the
     Participant's Compensation, as defined in this Plan, charged to such
     Employer during the three calendar years immediately preceding the
     year in which the Participant's employment as an NU system employee
     terminates to the total of the Participant's Compensation charged to
     all Employers during the same period.