FIRST AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

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                                                                  Exhibit 10.8.2


                               FIRST AMENDMENT TO
                   SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT

                         Effective as of__________, 1999

         WHERESAS, the Connecticut Water Company (hereinafter referred to as the
"Employer") and ____________________ (hereinafter referred to as the "Employee")
entered into a Supplemental Executive Retirement Agreement dated as of
___________, 199_ (hereinafter referred to as the "Agreement"); and

         WHEREAS, the parties wish to amend the Agreement in accordance with the
provisions of Section 5(a) thereof;

         NOW THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Agreement is hereby amended
effective as of the date first above written as follows:

         1. The second paragraph of Section 1(a) of the Agreement is amended to
            read in its entirety as follows:

         "For purposes of the foregoing, "Average Earnings" shall have the
         meaning set forth in the Retirement Plan, except that in determining
         Average Earnings, Annual Earnings (as defined in the Retirement Plan)
         shall not be limited to the OBRA '93 annual compensation limit."