8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 29, 2009

Commission	Registrant; State of Incorporation	I.R.S. Employer
File Number	Address; and Telephone Number	Identification No.
-----------	-----------------------------------	--------------------
1-5324	NORTHEAST UTILITIES	04-2147929
	---------------------------------------
	(a Massachusetts voluntary association)
	One Federal Street, Building 111-4
	Springfield, Massachusetts 01105
	Telephone:  (413) 785-5871
0-00404	THE CONNECTICUT LIGHT AND POWER COMPANY	06-0303850
	---------------------------------------
	(a Connecticut corporation)
	107 Selden Street
	Berlin, Connecticut  06037-1616
	Telephone:  (860) 665-5000
1-6392	PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE	02-0181050
	---------------------------------------
	(a New Hampshire corporation)
	Energy Park
	780 North Commercial Street
	Manchester, New Hampshire 03101-1134
	Telephone:  (603) 669-4000
0-7624	WESTERN MASSACHUSETTS ELECTRIC COMPANY	04-1961130
	--------------------------------------
	(a Massachusetts corporation)
	One Federal Street, Building 111-4
	Springfield, Massachusetts 01105
	Telephone:  (413) 785-5871

Not Applicable

--------------

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 Financial Information

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2009, Northeast Utilities issued a news release announcing the unaudited results of operations for the first quarter of 2009 and related financial information for certain of its subsidiaries for the same period.  A copy of the news release and the related financial reports are attached as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference thereto.

The information contained in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Northeast Utilities, The Connecticut Light and Power Company, Public Service Company of New Hampshire or Western Massachusetts Electric Company under the Securities Act of 1933, as amended unless specified otherwise.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number	Description
Exhibit 99.1	News Release issued by Northeast Utilities on April 29, 2009
Exhibit 99.2	Financial Report for the three month period ended March 31, 2009

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

NORTHEAST UTILITIES

THE CONNECTICUT LIGHT AND POWER COMPANY

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

WESTERN MASSACHUSETTS ELECTRIC COMPANY

(Registrants)

By:  

/s/ David R. McHale

Name:  David R. McHale

Title:    Executive Vice President and Chief Financial Officer

Date:  April 29, 2009

EX-99

Exhibit 99.1       

P. O. Box 270 Hartford, CT  06141-0270 107 Selden Street Berlin, CT  06037 (860)-665-5000 www.nu.com

News Release

CONTACT:

Jeffrey R. Kotkin

OFFICE:

(860) 665-5154

NU REPORTS FIRST QUARTER RESULTS

BERLIN, Connecticut, April 29, 2009 – Northeast Utilities (NYSE: NU) today reported first quarter 2009 earnings of $97.7 million, or $0.60 per share, compared with earnings of $58.4 million, or $0.38 per share, in the first quarter of 2008.  Results for 2008 included an after-tax charge of $29.8 million, or $0.19 per share, associated with the settlement of prior litigation.  Excluding that charge, NU’s first quarter 2008 earnings were $88.2 million, or $0.57 per share¹.

Charles W. Shivery, NU chairman, president, and chief executive officer, attributed the improved operating results to the company’s continued investment in its regulated transmission and distribution infrastructure.  Shivery also said NU completed a number of significant financings since the beginning of 2009.  On March 20, NU closed on the sale of nearly 19 million shares of common equity, raising approximately
$383 million.  On February 13, The Connecticut Light and Power Company (CL&P) closed on the sale of
$250 million of 10-year first mortgage bonds carrying a coupon of 5.5 percent.  On April 2, CL&P also completed the remarketing of $62 million of pollution control revenue bonds carrying a coupon of 5.25 percent.  

“These financings, which were completed successfully in a difficult market, will help provide us with the capital that is required as we continue to upgrade the energy infrastructure of New England,” Shivery said.

In the first three months of 2009, NU’s capital expenditures totaled $183 million.  NU continues to project capital expenditures of $921 million for the full year of 2009.

2009 earnings guidance

NU today affirmed its 2009 consolidated earnings guidance of between $1.80 per share and $2.00 per share, and said it will likely earn toward the lower end of that range primarily due to the earlier timing and greater than anticipated size of its equity issuance.  

Regulated company results

NU’s transmission earnings were $35.4 million in the first quarter of 2009, compared with
$32.5 million in the first quarter of 2008.  Shivery said the improved results primarily reflected an increased level of transmission investment in service in the first quarter of 2009.  Transmission segment earnings in the first quarter of 2008 included a $3.5 million gain associated with the March 2008 modification of a Federal Energy Regulatory Commission decision concerning the authorized returns on equity for New England transmission owners.

CL&P’s distribution earnings were $21.6 million in the first quarter of 2009, compared with
$18.9 million in the first quarter of 2008.  Distribution rate increases effective February 1, 2008 and
February 1, 2009 more than offset higher pension, depreciation and interest expenses in 2009.

- more -

Public Service Company of New Hampshire’s distribution and generation earnings were $13.5 million in the first quarter of 2009, compared with $11.5 million in the first quarter of 2008.  PSNH benefited from higher residential electric sales and a higher generation rate base.

Western Massachusetts Electric Company’s distribution earnings were $4.8 million in the first quarters of both 2009 and 2008.  

Yankee Gas Services Company earned $19.3 million in the first quarter of 2009, compared with
$18.6 million in the first quarter of 2008.  The improved results were primarily due to sales increases, partially offset by higher operation expense.  As a result of colder weather, customer conversions to natural gas, and increased use of natural gas for distributed electric generation, firm gas sales rose 12.8 percent in the first quarter of 2009, compared with the same period of 2008.

Overall electric sales were down 1.5 percent in the first quarter of 2009, compared with the same three months of 2008, and were 3.0 percent lower on a weather adjusted basis.  However, residential sales, which accounted for nearly 50 percent of total retail sales, increased in the first quarter of 2009 by 4.1 percent over the same period of last year.

Competitive businesses

NU’s remaining competitive energy businesses earned $5.8 million in the first quarter of 2009, compared with $1.9 million in the first quarter of 2008.  Results in 2008 included a net after-tax charge of
$3.0 million related to the adoption of Statement of Financial Accounting Standards No. 157, which affected the valuation of the competitive businesses’ remaining wholesale power obligations that are marked to market.  

Parent and other companies

NU parent and other companies recorded net expenses of $2.7 million in the first quarter of 2009, compared with net expenses of $29.8 million in the first quarter of 2008.  The 2008 expenses were due to the payment NU made to settle prior litigation.  

The following table reconciles 2009 and 2008 first-quarter results:  

		First Quarter
2008	Reported EPS	$0.38
	Litigation settlement charge in 2008	$0.19
	Reported EPS before litigation charge in 2008	$0.57
	Higher transmission earnings in 2009	$0.01
	Higher regulated distribution and generation earnings in 2009	$0.01
	Lower Parent results in 2009, ex. impact of 2008 litigation charge	($0.02)
	Higher competitive business earnings in 2009	$0.03
2009	Reported EPS	$0.60

- more -

1

Financial results for the first quarter of 2009 and 2008 for NU’s regulated and competitive segments and parent and other companies are noted below:

Three months ended:

(in millions, except EPS)	March 31, 2009	March 31, 2008	Increase   (Decrease)	2009 EPS1
CL&P Distribution	$21.6	$18.9	$2.7	$0.13
PSNH Distribution/Generation	$13.5	$11.5	$2.0	$0.08
WMECO Distribution	$4.8	$4.8	---	$0.03
Yankee Gas	$19.3	$18.6	$0.7	$0.12
Total--Distribution/Generation	$59.2	$53.8	$5.4	$0.36
CL&P Transmission	$30.1	$25.8	$4.3	$0.19
PSNH Transmission	$4.0	$5.2	($1.2)	$0.02
WMECO Transmission	$1.3	$1.5	($0.2)	$0.01
Total—Transmission	$35.4	$32.5	$2.9	$0.22
Total—Competitive	$5.8	$1.9	$3.9	$0.04
NU Parent and Other Companies, ex. litigation charge	($2.7)	---	($2.7)	($0.02)
Total—ex. litigation charge	$97.7	$88.2	$9.5	$0.60
Litigation charge	---	($29.8)	$29.8	N/A
Reported Earnings	$97.7	$58.4	$39.3	$0.60

Retail sales data:

Gwh for three months ended	March 31, 2009	March 31, 2008	% Change    Actual	% Change Weather Norm.
CL&P	5,880	5,972	(1.5%)	(3.2%)
PSNH	2,040	2,055	(0.7%)	(1.8%)
WMECO	972	1,004	(3.2%)	(4.4%)
Total NU	8,888	9,026	(1.5%)	(3.0%)
Yankee Gas firm volumes in mmcf for three months ended	17,034	15,101	12.8%	7.2%

Including the March 2009 issuance of nearly 19 million shares, NU has approximately 175 million common shares outstanding.  It operates New England’s largest energy delivery system, serving more than 2 million customers in Connecticut, New Hampshire and Massachusetts.

This news release includes statements concerning NU’s expectations, beliefs, plans, objectives, goals, strategies, assumptions of future events, future financial performance or growth and other statements that are not historical facts.  These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  In some cases, readers can identify these forward-looking statements through the use of words or phrases such as “estimate”, “expect”, “anticipate”, “intend”, “plan”, “project,” “believe”, “forecast”, “should”, “could”, and other similar expressions.  Forward-looking statements are based on the current expectations, estimates, assumptions or projections of management and are not guarantees of future performance.  These expectations, estimates, assumptions or projections may vary materially from actual results.  Accordingly, any such statements are qualified in their entirety by reference to, and are accompanied by, the following important factors that could cause our actual results to differ materially from those contained in our forward-looking statements, including, but not limited to,  actions or inaction by local, state and federal regulatory bodies; changes in business and economic conditions, including their impact on interest rates, bad debt expense and demand for our products and services; changes in weather patterns; changes in laws, regulations or regulatory policy; changes in levels and timing of capital expenditures; disruptions of the capital markets or other events that make our access to necessary capital more difficult or costly; developments in legal or public policy doctrines; technological developments; changes in accounting standards and financial reporting regulations; fluctuations in the value of our remaining competitive electricity positions; actions of rating agencies; and other presently unknown or unforeseen factors. Other risk factors are detailed from time to time in our reports to the Securities and Exchange Commission.  Any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update the information contained in any forward-looking statements to reflect developments or circumstances occurring after the statement is made or to reflect the occurrence of unanticipated events.

¹ All per share amounts in this news release are reported on a fully diluted basis.  The only common equity securities that are publicly traded are common shares of NU.  The earnings and EPS of each segment do not represent a direct legal interest in the assets and liabilities allocated to any one segment but rather represent a direct interest in NU's assets and liabilities as a whole.  EPS by segment is a non-GAAP (not determined using generally accepted accounting principles) measure that is calculated by dividing the net income or loss attributable to controlling interests of each segment by the average fully diluted NU common shares outstanding for the period.  Management uses this measure to provide actual and projected earnings by segment and believes that this measurement is useful to investors to evaluate the actual and projected financial performance and contribution of NU’s business segments.  This release also references our 2008 earnings and EPS excluding a significant charge associated with a litigation settlement payment made to Consolidated Edison, which are non-GAAP measures.  Due to the nature and significance of the litigation charge, management believes that this non-GAAP presentation is more representative of our performance and provides additional and useful information to investors in analyzing historical and future performance.  These non-GAAP measures should not be considered alternatives to NU consolidated net income attributable to controlling interests and EPS determined in accordance with GAAP as an indicator of NU’s operating performance.

# # # #

Note:  NU will webcast a discussion concerning its first quarter 2009 results tomorrow, April 30, 2009,

at 11 a.m. Eastern Daylight Time.  The webcast can be accessed through NU’s website at www.nu.com.

2

EX-99

Exhibit 99.2

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,	December 31,
(Thousands of Dollars)	2009	2008
ASSETS
Current Assets:
Cash and cash equivalents	$             416,828	$                89,816
Receivables, less provision for uncollectible
accounts of $51,054 in 2009 and $43,275 in 2008	695,599	698,755
Unbilled revenues	198,109	218,440
Fuel, materials and supplies	235,717	300,049
Marketable securities - current	76,789	78,452
Derivative assets - current	8,734	31,373
Prepayments and other	115,392	88,679
	1,747,168	1,505,564
Property, Plant and Equipment:
Electric utility	9,324,237	9,219,351
Gas utility	1,051,271	1,043,687
Other	294,296	290,156
	10,669,804	10,553,194
Less: Accumulated depreciation: $2,652,256 for electric
and gas utility and $158,977 for other in 2009;
$2,610,479 for electric and gas utility and
$159,639 for other in 2008	2,811,233	2,770,118
	7,858,571	7,783,076
Construction work in progress	454,965	424,800
	8,313,536	8,207,876
Deferred Debits and Other Assets:
Regulatory assets	3,437,996	3,502,606
Goodwill	287,591	287,591
Marketable securities - long-term	29,841	30,757
Derivative assets - long-term	229,265	241,814
Other	228,189	212,272
	4,212,882	4,275,040
Total Assets	$        14,273,586	$         13,988,480
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of
providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation,
prospectus, or intended for use in connection with any purchase or sale of securities.

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	March 31,	December 31,
(Thousands of Dollars)	2009	2008
LIABILITIES AND CAPITALIZATION
Current Liabilities:
Notes payable to banks	$               493,988	$               618,897
Long-term debt - current portion	54,286	54,286
Accounts payable	466,286	678,614
Accrued taxes	51,405	12,527
Accrued interest	74,682	69,818
Derivative liabilities - current	107,147	100,919
Other	133,452	168,401
	1,381,246	1,703,462
Rate Reduction Bonds	624,060	686,511
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes	1,257,974	1,223,461
Accumulated deferred investment tax credits	24,658	25,371
Deferred contractual obligations	185,601	193,016
Regulatory liabilities	555,519	592,540
Derivative liabilities - long-term	897,939	912,426
Accrued pension	743,298	740,930
Accrued postretirement benefits	236,031	240,371
Other	441,808	430,718
	4,342,828	4,358,833
Capitalization:
Long-Term Debt	4,353,180	4,103,162
Noncontrolling interest in consolidated subsidiary -
Preferred stock - non-redeemable	116,200	116,200
Common Shareholders' Equity:
Common shares, $5 par value - authorized
225,000,000 shares; 195,344,140 shares issued
and 175,098,530 shares outstanding in 2009 and
176,212,275 shares issued and 155,834,361 shares
outstanding in 2008	976,721	881,061
Capital surplus, paid in	1,751,499	1,475,006
Deferred contribution plan - employee stock
ownership plan	(12,418)	(15,481)
Retained earnings	1,138,969	1,078,594
Accumulated other comprehensive loss	(37,096)	(37,265)
Treasury stock, 19,708,136 shares in 2009 and 2008	(361,603)	(361,603)
Common Shareholders' Equity	3,456,072	3,020,312
Total Capitalization	7,925,452	7,239,674
Total Liabilities and Capitalization	$          14,273,586	$          13,988,480
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose
of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation,
prospectus, or intended for use in connection with any purchase or sale of securities.

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended March 31,
(Thousands of Dollars, except share information)	2009	2008
Operating Revenues	$               1,593,483	$               1,519,967
Operating Expenses:
Operation - -
Fuel, purchased and net interchange power	838,920	823,317
Other	247,445	285,881
Maintenance	48,836	56,709
Depreciation	76,983	67,754
Amortization of regulatory assets, net	21,691	28,855
Amortization of rate reduction bonds	55,897	53,350
Taxes other than income taxes	86,429	71,829
Total operating expenses	1,376,201	1,387,695
Operating Income	217,282	132,272
Interest Expense:
Interest on long-term debt	55,684	42,773
Interest on rate reduction bonds	10,625	13,716
Other interest	4,668	6,152
Interest expense, net	70,977	62,641
Other Income, Net	4,182	13,558
Income Before Income Tax Expense	150,487	83,189
Income Tax Expense	51,423	23,406
Net Income	99,064	59,783
Net Income Attributable to Noncontrolling Interests	1,390	1,390
Net Income Attributable to Controlling Interests	$                   97,674	$                    58,393
Basic and Fully Diluted Earnings Per Common Share	$                        0.60	$                        0.38
Basic Common Shares Outstanding (weighted average)	162,340,475	155,286,111
Fully Diluted Common Shares Outstanding (weighted average)	162,925,167	155,721,610
The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose
of providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation,
prospectus, or intended for use in connection with any purchase or sale of securities.

NORTHEAST UTILITIES AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
		Three Months Ended March 31,
(Thousands of Dollars)		2009	2008
Operating Activities:
Net income		$             99,064	$              59,783
Adjustments to reconcile to net cash flows
provided by operating activities:
Bad debt expense		9,507	6,542
Depreciation		76,983	67,754
Deferred income taxes		17,178	29,009
Pension and PBOP expense/(income), net of capitalized
portion, and contributions		6,703	(2,401)
Other-than-temporary impairments of marketable securities		3,462	3,186
Regulatory refunds and underrecoveries		(29,939)	(84,348)
Amortization/(deferral) of recoverable energy costs		15,245	(2,772)
Amortization of regulatory assets, net		21,691	28,855
Amortization of rate reduction bonds		55,897	53,350
Deferred contractual obligations		(8,666)	(8,620)
Derivative assets and liabilities		(14,769)	(17,208)
Other		(6,912)	(5,948)
Changes in current assets and liabilities:
Receivables and unbilled revenues, net		10,483	(32,510)
Investments in securitizable assets		-	33,316
Fuel, materials and supplies		51,171	55,163
Other current assets		(1,541)	(4,646)
Accounts payable		(174,497)	(17,912)
Margin special deposits		(10,582)	7,157
Taxes receivable/accrued		43,270	(28,122)
Other current liabilities		(23,795)	(41,902)
Net cash flows provided by operating activities		139,953	97,726
Investing Activities:
Investments in property and plant		(208,896)	(288,135)
Proceeds from sales of marketable securities		52,933	67,509
Purchases of marketable securities		(54,557)	(68,564)
Rate reduction bond escrow and other deposits		(1,480)	9,394
Other investing activities		2,853	1,840
Net cash flows used in investing activities		(209,147)	(277,956)
Financing Activities:
Issuance of common shares		387,350	4,041
Cash dividends on common shares		(37,207)	(31,283)
Cash dividends on preferred stock of subsidiary		(1,390)	(1,390)
(Decrease)/increase in short-term debt		(124,909)	279,000
Issuance of long-term debt		250,000	-
Retirements of rate reduction bonds		(62,451)	(61,136)
Financing fees		(15,205)	-
Other financing activities		18	868
Net cash flows provided by financing activities		396,206	190,100
Net increase in cash and cash equivalents		327,012	9,870
Cash and cash equivalents - beginning of period		89,816	15,104
Cash and cash equivalents - end of period		$            416,828	$              24,974
	The data contained in this report is preliminary and is unaudited.  This report is being submitted for the sole purpose of
	providing information to present shareholders about Northeast Utilities and Subsidiaries and is not a representation,
	prospectus, or intended for use in connection with any purchase or sale of securities.