EXHIBIT 10.36.3


                                  AMENDMENT NO. 3 TO
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR
                   OFFICERS OF NORTHEAST UTILITIES SYSTEM COMPANIES


The first sentence of the definition of "Compensation" in Section II of the
Supplemental Executive Retirement Plan for Officers of Northeast Utilities
System Companies is hereby amended to read as follows, effective as of
January 1, 1996:

          "Compensation" shall have the same meaning as provided 
          in the Retirement Plan, but shall also include amounts 
          disregarded pursuant to Section 401(a)(17) of the Code, 
          amounts (included in Compensation as earned) receipt of 
          which is deferred by a Participant pursuant to a plan 
          or agreement that is not qualified under the Code, and, 
          for any period in question, awards under the EICP and 
          the Incentive Plan to the extent made with respect to 
          performance during such period, each such award to be 
          allocated on a pro rata basis to each of the calendar 
          months in the period to which it relates.