Exhibit 10.31.3.1
MODIFICATION OF AND CONFIRMATION OF
ASSIGNMENT OF LEASES, RENTS
AND PROFITS, SECURITY AGREEMENT AND NEGATIVE PLEDGE


          THIS MODIFICATION OF AND CONFIRMATION OF ASSIGNMENT OF LEASES,
RENTS AND PROFITS, SECURITY AGREEMENT AND NEGATIVE PLEDGE (the "Modification
Agreement") is made and entered into as of the 26th day of September, 1997,
by and among THE ROCKY RIVER REALTY COMPANY, a Connecticut corporation having
its principal office at 107 Selden Street, Berlin, Connecticut 06037 (the
"Company"), NORTHEAST UTILITIES SERVICE COMPANY, a Connecticut corporation
having its principal office at 107 Selden Street, Berlin, Connecticut 06037
(the "Lessee"), and FLEET NATIONAL BANK (formerly known as The Connecticut
National Bank), a national banking association having its principal office at
777 Main Street, Hartford, Connecticut 06115 (together with all successors
thereto, collectively, the "Trustee").

W I T N E S S E T H :

          WHEREAS, effective as of April 14, 1992, the Company, the Lessee
and the Trustee entered into an Assignment of Leases, Rents and Profits,
Security Agreement and Negative Pledge (the "Assignment Agreement") pursuant
to which the Company absolutely and unconditionally assigned to the Trustee
all of its right, title and interest in and to all present and future leases
of the Office Lease Property and the Project Lease Property, including,
without limitation, the Office Lease and the Project Lease to secure the
Notes and the other Obligations (as such capitalized terms are defined in the
Assignment Agreement), which Assignment Agreement was recorded in Volume 326,
Page 805 of the Berlin Land Records and in Volume 829, Page 204 of the
Newington Land Records; and

          WHEREAS, as contemplated by and provided for in the Note Agreements
(as such capitalized term is defined in the Assignment Agreement), certain of
the Series A Notes (as such capitalized term is defined in the Assignment
Agreement) have been assigned and transferred by the original holders thereof
to subsequent purchasers and holders thereof (herein referred to as the
"Transferred Series A Notes") and the remaining outstanding Series A Notes
have been repurchased by the Company to be reissued to a new purchaser and
holder thereof on the effective date hereof (herein referred to as the
"Reissued Series A Notes"), which Reissued Series A Notes are to be of the
same series, tenor and aggregate outstanding principal amount as the Series A
Notes repurchased by the Company; and

          WHEREAS, also as contemplated by and provided for in the Note
Agreements, the Company has purchased and retired in full all of the Series B
Notes (as such capitalized term is defined in the Assignment Agreement); and

          WHEREAS, the Company, the Lessee and the Trustee wish to enter into
this Modification Agreement to unconditionally confirm the lien and security
interest in the Assigned Estate (as such capitalized term is defined in the
Assignment Agreement) previously granted by the Company to the Trustee, for
the benefit of the holders of the Transferred Series A Notes and the Reissued
Series A Notes, to secure the Company's obligations under such Transferred
Series A Notes and Reissued Series A Notes, and, to the extent necessary, to
re-grant to the Trustee, for the benefit of the holders of the Transferred
Series A Notes and the Reissued Series A Notes, a continuing first priority
lien and security interest in the Assigned Estate to secure the Obligations;
and

          NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00)
and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the Trustee, and in further consideration of
the premises and the promises of the parties contained herein, it is hereby
agreed as follows:

          1.   From and after the effective date of this Modification
Agreement, all references in the Assignment Agreement to the term "Notes"
shall refer to the Transferred Series A Notes and the Reissued Series A Notes
(and the term "Note" shall refer to any one of them), copies of which
Transferred Series A Notes and Reissued Series A Notes and the names and
addresses of the holders thereof are on file in the office of the Trustee at
the address set forth above, and the term "Obligations" as defined in the
Assignment Agreement shall include the indebtedness evidenced by the
Transferred Series A Notes and the Reissued Series A Notes and the payment of
all principal of, premium, if any, and interest on such Transferred Series A
Notes and Reissued Series A Notes.

          2.   The Company hereby acknowledges and confirms the previous
grant, pursuant to the Assignment Agreement, of a valid, continuing first
priority lien and security interest in the Assigned Estate to Trustee, for
the ratably equal benefit of the holders of the Notes, to secure the
Obligations, and hereby agrees that the execution and delivery of this
Modification Agreement does not in any way impair or adversely affect the
Trustee's continuing first priority lien and security interest in the
Assigned Estate.

          3.   In furtherance of the modification evidenced by this
Modification Agreement, and in addition to the grant set forth in the
Assignment Agreement (which grant is confirmed herein), the Company does
hereby give, grant, bargain, sell and confirm unto the Trustee, its
successors and assigns forever, the Assigned Estate.

          TO HAVE AND TO HOLD all and singular the Assigned Estate, whether
now owned or held or hereafter acquired, unto the Trustee and its successors
and assigns forever, to its own proper use and benefit forever, subject,
however, to the terms and conditions of the Assignment Agreement, as modified
by this Modification Agreement.  The assignment and conveyance of the
Assigned Estate to the Trustee as set forth in the Assignment Agreement, and
as confirmed in this Modification Agreement, is and shall hereafter be a
present and absolute assignment and conveyance of the Assigned Estate and is
and shall not be conditioned upon the occurrence of any default hereunder or
under the Obligations, or any other event or contingency, and is and shall
not be subject to defeasance except in accordance with the terms of the
Assignment Agreement, as modified by this Modification Agreement.

          IN TRUST, NEVERTHELESS upon the terms and trusts set forth in the
Assignment Agreement, as modified by this Modification Agreement, to secure
the Obligations for the equal and proportionate benefit and security of the
owners from time to time of the Notes, without preference, priority or
distinction of any one Note over any other Note by reason of priority in the
issue, sale and negotiation thereof or for any other reason, except as
explicitly provided otherwise in the Assignment Agreement, as modified by
this Modification Agreement.

          4.   All of the other terms, covenants, agreements and conditions
in the Assignment Agreement, other than those specifically modified hereby,
shall remain unchanged.

          5.   The rights, privileges, duties and obligations of the parties
under the Assignment Agreement shall, except as above modified, remain
unchanged and in full force and effect, and nothing herein contained shall
operate to release the Company or the Lessee from its joint and several
liabilities to the Trustee under the Assignment Agreement, and to keep and
perform the terms, conditions, obligations and agreements contained in the
Assignment Agreement, except as herein modified, and the Company hereby
agrees to pay the indebtedness secured by the Assignment Agreement with
interest and all of the payments required to be made by the Notes and the
Assignment Agreement in accordance with the provisions thereof, except as
herein expressly modified.

          6.   The modifications and agreements herein contained are
expressly made binding upon and shall inure to the benefit of the heirs,
executors, administrators, successors and assigns of the parties hereto.


          IN WITNESS WHEREOF, the parties have executed this Modification
Agreement as of the 26th day of September, 1997.

Signed, Sealed and Delivered
     in the presence of:

                         THE ROCKY RIVER REALTY COMPANY

s/s Jane P. Seidl
Jane P. Seidl
                         By:  s/s David R. McHale
s/s Lori A. Anjiras           David R. McHale
Lori A. Anjiras               Its Assistant Treasurer



                         NORTHEAST UTILITIES SERVICE COMPANY 

s/s Jane P. Seidl
Jane P. Seidl
                         By:  s/s David R. McHale
s/s Lori A. Anjiras           David R. McHale
Lori A. Anjiras               Its Assistant Treasurer



                         FLEET NATIONAL BANK
                    
s/s Melanie C. Moir
Melanie C. Moir
                         By:  s/s Elizabeth Hammer 
s/s Laurel Melody-Casasanta   Elizabeth Hammer
Laurel Melody-Casasanta       Its Vice President
                              as Attorney-in-Fact



STATE OF CONNECTICUT     )
                         )  ss:    Berlin              September 26, 1997
COUNTY OF HARTFORD       )

          Personally appeared David R. McHale, the Assistant Treasurer of THE
ROCKY RIVER REALTY COMPANY, a Connecticut corporation, signer of the
foregoing instrument, and acknowledged the same to be his free act and deed
as such officer, and the free act and deed of said corporation, before me.

                              s/s  Judith D. Boucher
                              Judith D. Boucher
                              Commissioner of the Superior Court/
                              Notary Public
                              My Commission Expires:
                              9/30/99




STATE OF CONNECTICUT     )
                         )  ss:    Berlin              September 26, 1997
COUNTY OF HARTFORD       )

          Personally appeared David R. McHale, the Assistant Treasurer of
NORTHEAST UTILITIES SERVICE COMPANY, a Connecticut corporation, signer of the
foregoing instrument, and acknowledged the same to be his free act and deed
as such officer, and the free act and deed of said corporation, before me.

                              s/s  Judith D. Boucher
                              Judith D. Boucher
                              Commissioner of the Superior Court/
                              Notary Public
                              My Commission Expires:  9/30/99




STATE OF CONNECTICUT     )
                         )  ss:    Hartford       September 26, 1997
COUNTY OF HARTFORD       )

          Personally appeared Elizabeth Hammer, Attorney In Fact of FLEET
NATIONAL BANK, a national banking association, signer of the foregoing
instrument, and acknowledged the same to be his/her free act and deed as such
officer, and the free act and deed of said bank, before me.

                              s/s  Karen R. Felt
                              Karen R. Felt
                              Commissioner of the Superior Court/
                              Notary Public
                              My Commission Expires:
                              02/28/99


                                   After Recording, Return To:

                                   Carmody & Torrance
                                   50 Leavenworth Street
                                   Waterbury, Connecticut  06702
                                   Attention:  Joseph L. Kinsella, Esq.