Exhibit 10.31.2.1

EXTENSION OF NOTE GUARANTY

EXTENSION OF NOTE GUARANTY dated September 26, 1997 (herein called the
"Extension") by NORTHEAST UTILITIES, a Massachusetts business trust having an
address at 107 Selden Street, Berlin, Connecticut 06037 (herein called
"Guarantor").  Capitalized terms used herein but not otherwise defined shall
have the meanings set forth in the Guaranty hereinafter referred to.

WHEREAS, pursuant to certain Note Agreements dated April 14, 1992 between the
Company and the institutional investors named therein and certain other
Operative Agreements, as defined in the Note Agreements, the Company issued
$15,000,000 aggregate principal amount of 8.81% Guaranteed Senior Secured
Notes, Series A, due April 14, 2007 (the "Series A Notes").  As contemplated
by and provided for in the Note Agreements, as amended by an Amendment to
Note Agreement dated the date hereof, certain of the Series A Notes have been
assigned and transferred by the original holders thereof to the  current
holders thereof identified on Appendix A hereto and the remaining outstanding
Series A Notes in the outstanding principal amount of $5,828,180.14 have been
repurchased by the Company and are being reissued to Royalton Company, a
Cayman Islands entity having its principal place of business in George Town,
Grand Cayman ("Royalton") (Royalton and the purchasers identified on Appendix
A hereto are referred to herein as the "New Series A Noteholders") as of the
date hereof; and

WHEREAS, in order to induce each New Series A Noteholder to acquire the
Series A Notes, and notwithstanding the provisions of Section 11 of the Note
Guaranty dated April 14, 1992 by Guarantor (the "Guaranty"), the Guarantor
hereby desires to hereby reaffirm and extend the benefits of the Guaranty to
the New Series A Noteholders ("Extension") as of the respective dates of
purchase of the Series A Notes by the New Series A Noteholders.

NOW, THEREFORE, in consideration of the acquisition of the Series A Notes by
the New Series A Noteholders and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged by the Guarantor,
the Guarantor hereby agrees, for the equal and ratable benefit of all New
Series A Noteholders and the subsequent owners of the Series A Notes
hereinafter from time to time outstanding, as follows:

1.   The Guarantor hereby irrevocably and unconditionally guarantees the due
and punctual payment and performance by the Company of the following
obligations (individually, a "Guaranteed Obligation" and collectively, the
"Guaranteed Obligations"):

(a)  the payment when due and payable (whether at maturity or on a date fixed
for any payment or any prepayment or by declaration or acceleration or
otherwise) of the principal of and premium (including, without limitation,
the Make-Whole Premium), if any, and interest on the Series A Notes;  and

(b)  the payment when due and payable and punctual performance of any and all
other indebtedness and obligations of the Company under and in respect of the
Note Agreements (including, without limitation, any indebtedness arising
under Section 9 of the Note Agreements), each of the other Operative
Agreements, and any other agreement, document or instrument relating thereto,
all as amended from time to time.

2.   Guarantor hereby reaffirms and acknowledges, for the benefit of the New
Series A Noteholders, effective as of the dates of their respective purchases
of the Series A Notes, its obligation (a) to perform each and all of the 
covenants, agreements and obligations under the Guaranty to be performed by
it thereunder, at the time, in the manner and in all respects as provided in
the Guaranty and (b) to be bound by each and all of the terms and provisions
of the Guaranty as though the Guaranty had originally been made, executed and
delivered to the New Series A Noteholders.

3.   The Guaranty and this Extension shall be binding upon and inure to the
benefit of the Guarantor, the New Series A Noteholders and their respective
successors and assigns.

4.   No shareholder or trustee of Guarantor shall be held to any liability
whatever for the payment of any sum of money or for damages or otherwise
under this Extension, and this Extension shall be enforceable against the
trustees of Guarantor only as such, and every person, firm, association,
trust or corporation having any claim or demand arising under this Extension
relating to Guarantor, its shareholders or trustees shall look solely to the
trust estate of Guarantor for the payment or satisfaction thereof.

5.   As of the date hereof, the Guarantor represents and warrants, for the
benefit of the New Series A Noteholders, that:

          (a)  each of the Series A Notes is in the outstanding principal
amount set forth beside the name of each New Series A Noteholder identified
on Appendix A; and

          (b)  no part of the outstanding principal amount of any of the
Series A Notes set forth on Appendix A has been terminated, paid or otherwise
reduced, other than pursuant to the terms thereof; and

(c)  the Note being issued to Royalton as the date hereof is in the
outstanding principal amount of $5,828,180.14, no part of which has been
terminated, paid or otherwise reduced.

6.   This Extension shall supplement the Guaranty, which is in all other
respects reaffirmed, ratified and confirmed for the benefit of the New Series
A Noteholders.

IN WITNESS WHEREOF, the Guarantor has caused this Extension to be duly
executed as an instrument under seal and hand delivered as of the date first
above written.

                                   NORTHEAST UTILITIES



                                   By:  s/s David R. McHale
     David R. McHale
     Assistant Treasurer


APPENDIX A

                         Principal Amount of
     Purchaser           Series A Notes Purchased

     WESTERN NATIONAL         $1,138,344.82
     COMPANIES

     ML CBO VII,              $4,754,000.00
     Series 1997 C-3