S-8

Registration No.
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549
                                 Form S-8
                           REGISTRATION STATEMENT
                                   under
                         THE SECURITIES ACT OF 1933

                              Northeast Utilities
               (Exact name of registrant as specified in its charter)

                  Massachusetts                 04-2147929

     (State or other jurisdiction             (I.R.S. Employer
     of incorporation or organization)        Identification No.)

                              174 Brush Hill Avenue
                    West Springfield, Massachusetts 01089

               (Address of Principal Executive Offices) (Zip Code)

                    Northeast Utilities Incentive Plan
                         (Full Title of the Plan)

                                 John B. Keane
                         Vice President and Treasurer
                              NORTHEAST UTILITIES
                                 Selden Street
                           Berlin, Connecticut 06037
                                  860-665-5000

               (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                         Calculation of Registration Fee

                                   Proposed    Proposed
Title of            Amount         maximum     maximum      Amount
securities          to be          offering    aggregate    of
registered          registered     price per   offering     registration
                    (1)            unit (2)    price        fee (3)

Common Shares,      3,000,000      $16.15625   $48,468,750  $14,687.50   
par value $5.00

1.   In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests
to be sold or offered pursuant to the employee benefit plan(s) described
herein.

2.   Represents the fair market value of the common shares on May 11, 1998,
based on the average of the high and low sale price reported by the Wall
Street Journal as Composite Transactions for such date.

3.   1/33 of 1% of the maximum aggregate offering price.



PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT.

Item 3.  Incorporation of Documents by Reference.

The following documents are incorporated by reference in this registration
statement:

(a)(1) Annual Report on Form 10-K of Northeast Utilities for the year ended
December 31, 1997 (File No. 1-5324)

(b)(1) Current Reports on Form 8-K of Northeast Utilities dated December 31,
1997, March 9, 1998, April 8, 1998 and April 15, 1998 (File No. 1-5324)

(c) Description of Common Shares, $5.00 par value, of Northeast Utilities
contained in Amendment No. 1 (Post-Effective Amendment No. 1) to Registration
Statement on Form S-3 (File No. 33-34622)

and all documents subsequently filed by Northeast Utilities and Northeast
Utilities Incentive Plan (the Plan) pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of filing of such documents.

Item 7.  Indemnification of Directors and Officers.

     Article 34 of the Declaration of Trust of Northeast Utilities (the
Company) provides that Trustees and officers are entitled to indemnification
from the Company against loss, liability or expense imposed on or incurred by
them in connection with proceedings resulting from their official positions,
on the terms and conditions therein provided.  The Declaration of Trust is
filed as an exhibit to this registration statement.  Article 34 thereof is
hereby incorporated by reference in this Item 7.  This summary is qualified
in its entirety by reference to the provisions of Article 34.
 
     Directors and officers insurance is also provided.
 
     See Item 9, Undertakings.

     The Declaration of Trust of the Company provides that no shareholder of
the Company shall be held to any liability whatever for the payment of any
sum of money, or for damages or otherwise under any contract, obligation or
undertaking made, entered into or issued by the Trustees of the Company or by
any officer, agent or representative elected or appointed by the Trustees and
no such contract, obligation or undertaking shall be enforceable against the
Trustees or any of them in their or his individual capacities or capacity and
all such contracts, obligations and undertakings shall be enforceable only
against the Trustees as such, and every person, firm, association, trust and
corporation having any claim or demand arising out of any such contract,
obligation or undertaking shall look only to the trust estate for the payment
or satisfaction thereof.

Item 8.  Exhibits.

     The following Exhibits are filed as a part of this Registration
Statement:

Exhibit No.    Description

4              Declaration of Trust of NU, as amended through May 24, 1988.  
               Exhibit 3.1.1, 1988 NU Form 10-K, File No. 1-5324).

5              Opinion re Legality

23             Consents of Experts and Counsel (consent of counsel is
               included as part of Exhibit 5)

Item 9.  Undertakings.

(a)  The undersigned registrant hereby undertakes:

(1)   To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
   
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act;
   
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
   
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

Provided, however, that paragraphs (a)(l)(i) and  (a)(l)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
    
(2)  That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
   
(3)  To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
       
(b)  The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to trustees, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a trustee, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

                              SIGNATURES

(The Registrant)  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Bedford, State of
New Hampshire, on this 12th day of May, 1998. 


NORTHEAST UTILITIES

By /s/ John B. Keane
John B. Keane
Vice President and Treasurer


Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.  The registrant and each person whose
signature appears below hereby constitute John B. Keane, Robert P. Wax,
Jeffrey C. Miller and Richard M. Early, and each of them singly, their true
and lawful attorneys, with full power to them and each of them to sign for
them and in their names, in the capacities indicated above or below, as the
case may be, any and all amendments to this registration statement, hereby
ratifying and confirming its or their signatures as it may be signed by said
attorneys to any and all amendments to said registration statement.

Signature                Title                              Date

/s/Michael G. Morris     Chairman of the Board and          May 12, 1998
Michael G. Morris        President and Chief Executive 
                         Officer and a Trustee
                         (principal executive officer)

/s/John H. Forsgren      Executive Vice President and       May 12, 1998
John H. Forsgren         Chief Financial Officer
                         (principal financial officer)

/s/John J. Roman         Vice President and Controller      May 12, 1998
John J. Roman            (principal accounting officer)

/s/Cotton M. Cleveland   Trustee                            May 12, 1998
Cotton M. Cleveland

/s/William F. Conway     Trustee                            May 12, 1998
William F. Conway

/s/E. Gail de Planque    Trustee                            May 12, 1998
E. Gail de Planque

/s/Elizabeth T. Kennan   Trustee                            May 12, 1998
Elizabeth T. Kennan

/s/William J. Pape II    Trustee                            May 12, 1998
William J. Pape II

/s/Robert E. Patricelli  Trustee                            May 12, 1998
Robert E. Patricelli

/s/John F. Swope         Trustee                            May 12, 1998
John F. Swope

/s/John F. Turner        Trustee                            May 12, 1998
John F. Turner


(The Plan)  Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees (or other persons who administer the employee benefit
plan) have duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Bedford, State
of New Hampshire, on this 12th day of May, 1998.
 

NORTHEAST UTILITIES INCENTIVE PLAN

By /s/Barry Ilberman
Barry Ilberman
Vice President - Human Resources and General Services
Northeast Utilities Service Company

EX-5

Exhibit 5 - Opinion re Legality

May 12, 1998

Northeast Utilities
107 Selden Street
Berlin, Connecticut 06037

Dear Sirs:

     In connection with the proposed offering and sale by Northeast Utilities
(the "Company") of up to 3,000,000 of its common shares, $5.00 par value (the
"Shares") pursuant to the terms of the Northeast Utilities Incentive Plan
("Plan"), the Company is filing with the Securities and Exchange Commission
(the "Commission") a Registration Statement under the Securities Act of 1933,
as amended, on Form S-8 (the "Registration Statement") with which this
opinion is to be included as an Exhibit.

     As your counsel, I am generally familiar with the corporate proceedings
of the Company and generally familiar with the Plan.

     In my opinion, after the Registration Statement shall have been filed
with the Commission and shall have become effective, and assuming due
authorization by the Compensation Committee of the Company's Board of
Trustees (or its delegate) of Grants (as defined in the Plan) pursuant to the
Plan, and the due issuance, sale and delivery of the Shares underlying such
Grants to the purchaser, purchasers, grantee or grantees thereof in
accordance with the terms of the Plan and receipt of the consideration
therefor by the Company, the Shares will have been legally issued and will be
fully paid and non-assessable.

     I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the making of statements with reference to me
under the heading "Legal Opinion" in the related prospectus.


Very truly yours,
/s/Richard M. Early
Senior Counsel
Northeast Utilities Service Company

EX-23

Exhibit 23


CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated February 20,
1998 incorporated by reference and included in the Northeast Utilities Form
10-K for the year ended December 31, 1997 and to all references to our Firm
included in this registration statement.

/s/Arthur Andersen LLP
Hartford, Connecticut
May 12, 1998