U-1

                          File No. 70-

                  SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                             FORM U-1

                     APPLICATION /DECLARATION
                             under the
             PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                               ***

                       Northeast Utilities
                      174 Brush Hill Avenue
           West Springfield, Massachusetts 01090-0010

            Name of company filing this statement and
             address of principal executive offices)

                                 ***
                       Northeast Utilities
         (Name of top registered holding company parent
                          of each applicant or declarant)

                                 ***

                        Cheryl W. Grise, Esq.
                Senior Vice President, Secretary and
                        General Counsel
                        Northeast Utilities
                        P.O. Box 270
                      Hartford, CT 06141-0270

             (Name and address of agent for service)

The Commission is requested to mail signed copies of all orders,
notices, and communications to:

                                  Jeffrey C. Miller
                                    Assistant General Counsel
                          Northeast Utilities Service Company
                                     P.O. Box 270
                               Hartford, CT 06141-0270

                                  Richard M. Early
                                    Senior Counsel
                          Northeast Utilities Service Company
                                     P.O. Box 270
                               Hartford, CT 06141-0270




ITEM 1. DESCRIPTION OF PROPOSED TRANSACTION.

1. Northeast Utilities (NU), a registered holding company, hereby
submits to the Commission an application/declaration
(theApplication) pursuant to Sections 6(a), 7, and 12(e) of the
Public Utility Holding Company Act of 1935 (the Act) and Rules 62
and 65 thereunder.  NU seeks Commission approval for:

(a) the solicitation of proxies from NU's common shareholders
seeking the approval of  the adoption of the Northeast Utilities
Employee Share Purchase Plan (the Plan), which contemplates the
issuance of  NU's Common Shares, $5.00 par value (NU Common
Shares) and derivative securities thereof, subject to the
limitations set forth therein, and

(b) the issuance each year, during the ten-year term of the Plan,
of NU Common Shares (either authorized but previously unissued
shares or reacquired shares) not to exceed one-half percent
(0.5%) of the number of shares outstanding as of the end of the
preceding year (subject to appropriate adjustment in the event of
recapitalizations, mergers, splits or similar corporate
transactions), and derivatives of such shares, in accordance with
the terms of the Plan.

2. The Plan will replace an earlier Employee Share Purchase
Plan adopted in 1998 (See HCAR No. 35-26865, File No. 70-9185,
April 29, 1988) ("Original Plan").  NU terminated the Original
Plan in December 2000 in anticipation of its merger with
Consolidated Edison, Inc., which was subsequently abandoned.  NU
has no way to reinstate the Original Plan and so wishes to
commence the Plan in lieu thereof.  The Plan terms discussed
below are essentially the same as those of the original Plan
except where otherwise indicated.

3. The Plan was adopted by action of NU's Board of Trustees (the
Board) on April 9, 2001, subject to shareholder approval at the
Annual Meeting of Shareholders to be held June 28,  2001. The
Plan will be effective on August  1, 2001, assuming shareholder
and Commission approval.  A draft of the proposed proxy statement
disclosure regarding the Plan is filed herewith as Exhibit A.2.
A copy of the Plan is filed herewith as Exhibit A.3.

4. The purpose of the Plan, as with the Original Plan, is to
increase employee ownership of NU Common Shares, which the NU
Board of Trustees believes is in the mutual interest of the
employees and the NU system.  Under the  Plan, which is to be
administered by the Compensation Committee of the Board, or its
delegate (collectively, the Committee), eligible employees of
participating subsidiaries of NU will be given the opportunity to
purchase  NU Common Shares periodically through payroll
deduction.  Purchases will be made on the last day of each
purchase period as established by the Committee, at a discounted
price.  The price will be 85 percent of the lower of the closing
market price on the first day or the last day of the purchase
period, unless a higher price (not to exceed the lower of the
closing market price on the first day or the last day of the
purchase period) is set by the Committee prior to the
commencement of the purchase period (under the Original Plan,
officers were not eligible for the discounted price). The Plan is
intended to be an "employee stock purchase plan" as described in
Section 423 of the Code.

5. Shares purchased pursuant to the Plan will be held in
participant accounts to be established by Northeast Utilities
Service Company until withdrawn by the participant.  Such shares
may not be sold or otherwise transferred by the participant for
six months following the date of purchase.  Dividends on such
shares will be reinvested into additional shares under NU's
Dividend Reinvestment Plan (see Holding Co. Act Rel. No. 26279,
dated April 26, 1995, in File No. 70-7701).

6. The Plan will terminate ten years from its effective date,
unless terminated earlier by the Board.  The maximum number of NU
Common Shares, which may be authorized but previously unissued
shares and/or shares that are reacquired by NU on the open
market, that may be issued for purchases under the Plan in any
calendar year is one-half of one percent (0.5%) of the number of
shares outstanding as of the last day of the previous calendar
year.  This limitation is subject to adjustment in the event of a
recapitalization, stock split, merger, combination, exchange or
similar corporate transaction. Shares that are eligible to be
used for purchases under the Plan but are not so used cumulate
and may be used for purchases in subsequent years in addition to
those shares made available under the limit described above.
Based on the issued and outstanding NU Common Shares on December
31, 2000, this restriction would permit 719,181 NU Common Shares
to be issued to fund purchases by Plan Participants in 2001.

7.  Approval of the Plan by NU's common shareholders will require
the affirmative vote of the holders of a majority of the NU
Common Shares present or represented at the 2001 Annual Meeting
of Shareholders.  Shareholder approval is required pursuant to
Article (19) of NU's Declaration of Trust, a copy of which is
filed herewith as Exhibit A.1, in order to issue NU Common Shares
free from pre-emptive rights.

8.  Except in accordance with the Act, neither NU nor any
subsidiary thereof (a) has acquired an ownership interest in an
exempt wholesale generator ("EWG") or a foreign utility company
("FUCO") as defined in Sections 32 and 33 of the Act, or (b) now
is or as a consequence of the transactions proposed herein will
become a party to, or has or will as a consequence of the
transactions proposed herein have a right under, a service,
sales, or construction contract with an EWG or a FUCO. None of
the proceeds from the transactions proposed herein will be used
by NU and its subsidiaries to acquire any securities of, or any
interest in, an EWG or a FUCO.

9.  NU currently meets all of the conditions of Rule 53(a),
except for clause (1). At December 31, 2000, NU's "aggregate
investment," as defined in Rule 53(a)(1), in EWGs and FUCOs was
approximately $469.5 million, or approximately 76.1% of NU's
average "consolidated retained earnings," also as defined in Rule
53(a)(1), for the four quarters ended December 31, 2000 ($617.3
million). With respect to Rule 53(a)(1), however, the Commission
has determined that NU's financing of its investment in Northeast
Generation Company ("NGC"), NU's only current EWG or FUCO in an
amount not to exceed $481 million or 83% of its "average
consolidated retained earnings" would not have either of the
adverse effects set forth in Rule 53(c). See Northeast Utilities,
Holding Company Act Release No. 27148, dated March 7, 2000 (the
"Rule 53(c) Order"). NU continues to assert that its EWG
investment in NGC will not adversely affect the System.

10.  In addition, NU and its subsidiaries are in compliance and
will continue to comply with the other provisions of Rule 53(a)
and (b), as demonstrated by the following determinations:  (i)
NGC maintains books and records, and prepares financial
statements in accordance with Rule 53(a)(2). Furthermore, NU has
undertaken to provide the Commission access to such books and
records and financial statements, as it may request;  (ii) No
employees of NU's public utility subsidiaries have rendered
services to NGC;  (iii) NU has submitted (a) a copy of each Form
U-1 and Rule 24 certificate that has been filed with the
Commission under Rule 53 and (b) a copy of Item 9 of the Form U5S
and Exhibits G and H thereof to each state regulator having
jurisdiction over the retail rates of NU's public utility
subsidiaries;  (iv) Neither NU nor any subsidiary has been the
subject of a bankruptcy or similar proceeding unless a plan of
reorganization has been confirmed in such proceeding;  (v) NU's
average CREs for the four most recent quarterly periods have not
decreased by 10% or more from the average for the previous four
quarterly periods; and  (vi) In the previous fiscal year, NU did
not report operating losses attributable to its investment in
EWGs/FUCOs exceeding 3 percent of NU's consolidated retained
earnings.

11.  The proposed transactions, considered in conjunction with
the effect of the capitalization and earnings of NU's EWGs and
FUCOs, would not have a material adverse effect on the financial
integrity of the NU system, or an adverse impact on NU's public-
utility subsidiaries, their customers, or the ability of State
commissions to protect such public-utility customers. The Rule
53(c) Order was predicated, in part, upon an assessment of NU's
overall financial condition which took into account, among other
factors, NU's consolidated capitalization ratio and its retained
earnings, both of which have improved since the date of the
order.  NU's EWG investment (it has no FUCO investment) has been
profitable for the periods beginning March 7, 2000 and ending
March 31, 2000, June 30, 2000, September 30, 2000, and December
31, 2000, respectively.  As of December 31, 1999, the most recent
period for which financial statement information was evaluated in
the Rule 53(c) Order, NU's consolidated capitalization consisted
of 35.3% common equity and 64.7% debt (including long and short-
term debt, preferred stock, capital leases and guarantees).  As
of June 30, 2000, the end of the first quarter after the issuance
of the Rule 53(c) Order, the consolidated capitalization ratios
of NU, with consolidated debt including all short-term debt and
non-recourse debt of the EWG was as follows:

                              As of June 30, 2000
                              (thousands
                               of dollars)                    %

Common shareholders' equity        2,365,854                 36.9
Preferred stock                      277,700                  4.3
Long-term and short-term debt      3,768,353                 58.8
                                   ---------                -----
                                   6,411,907                100.0

The consolidated capitalization ratios of NU as of September 30,
2000, with consolidated debt including all short-term debt and
non-recourse debt of the EWG was as follows:

                              As of  September 30, 2000
                              (thousands
                               of dollars)                      %

Common shareholders' equity        2,413,785                  37.9
Preferred stock                      277,700                   4.3
Long-term and short-term debt      3,683,667                  57.8
                                   ---------                 -----
                                   6,375,152                 100.0

The consolidated capitalization ratios of NU as of December 31,
2000, with consolidated debt including all short-term debt and
non-recourse debt of the EWG was as follows:

                              As of  December 31, 2000
                              (thousands
                               of dollars)                      %

Common shareholders' equity        2,218,583                  36.1
Preferred stock                      276,968                   4.5
Long-term and short-term debt      3,653,843                  59.4
                                   ---------                 -----
                                   6,149,394                 100.0

 NU's consolidated retained earnings have decreased from $581.8
million as of December 31, 1999 to $495.9 million as of December
31, 2000.  NU's interest in NGC (its only EWG or FUCO) has made a
positive contribution to earnings in that time by contributing
$26.4 million to NU's retained earnings with revenues of $108.5
million and net income of $26.4 million.  Accordingly, since the
date of the Rule 53(c) Order, the capitalization and earnings
attributable to NU's investments in EWGs and FUCOs has not had an
adverse impact on NU's financial integrity.

ITEM 2. FEES, COMMISSIONS AND EXPENSES.

12. No fees, commissions or expenses have been paid or will be
paid or incurred in connection with the proposed transactions
other than routine expenses for: legal, financial, stock transfer
and other services billed to the Applicants at cost by NUSCO,
which are not expected to exceed $40,000 to implement the Plan
and $40,000 annually thereafter; the additional fees and expenses
of the Company in respect of the proxy solicitation, not expected
to exceed $40,000; the fees and expenses of outside counsel to
the Applicants, not expected to exceed $30,000; and the fees and
expenses of various external service providers involved in the
implementation of the Plan and their operation, which are not
expected to exceed $30,000 for Plan implementation and $30,000
annually for ongoing administration.

 13.  None of such fees, commissions, or expenses are to be paid
to any associate company or affiliate of the Companies or any
affiliate of any such associate company except for financial,
legal, and other services to be performed at cost by NUSCO, an
affiliated service company.

ITEM 3. APPLICABLE STATUTORY PROVISIONS.

Sections 6(a) and 7 of the Act and Rule 50 thereunder apply to
the issuance by NU from time to time of authorized but unissued
shares and treasury shares in connection with the Plan as
described above. Section 12(e) of the Act and Rules 62 and 65
thereunder apply to the proxy solicitation as described above.

ITEM 4. REGULATORY APPROVAL.

     No commission, other than this Commission, has jurisdiction
over the Applicants with respect to any of the proposed
transactions described in this Application.

ITEM 5. PROCEDURE.

     In order for NU to complete the printing of proxy cards and
proxy statements for the 2001 Annual Meeting and to permit the
solicitation of proxies, NU requests that the Commission issue an
order on or before May 7, 2001 declaring this Application
effective with respect to the solicitation of proxies from the
holders of NU Common Shares in connection with shareholder
approval of the Plan, as provided by Rule 62 under the Act. The
Commission is requested to issue its further order on or before
June 28, 2001 permitting the Application to become effective as
to all other matters described herein.

     Applicants hereby waive a recommended decision by a hearing
officer or other responsible officer of the Commission. It
consents that the Office of Public Utility Regulation within the
Division of Investment Management may assist in the preparation
of the Commission's finding and/or order and hereby requests that
the Commission's orders become effective forthwith upon issuance.

ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS.

     The following exhibits and financial statements are filed as
part of this application:

(a) Exhibits:

Exhibit A.1 -- Declaration of Trust of Northeast Utilities, as
amended, incorporated by reference to Exhibit 3.1.1 of the 1988
Annual Report on Form 10-K of Northeast Utilities (File No. 1-
5324)

Exhibit A.2 -- Draft of Proposed Proxy Solicitation

Exhibit A.3 -- Proposed Employee Share Purchase Plan

Exhibit B -- None

Exhibit C -- None

Exhibit D -- None

Exhibit E -- None

Exhibit F -- Opinion of Counsel.

Exhibit G -- Form of Notice.

(b) Financial Statements.

Financial statements are omitted since they are not deemed
relevant for a proper disposition of the proposed transactions by
the Commission.

ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS.

     This Application relates to the implementation by NU of a
new incentive plan and employee share purchase plan and the
solicitation of proxies from the holders of NU Common Shares with
respect thereto, and to the issuance of additional NU Common
Shares.  As such, it is believed that the granting and permitting
to become effective of this Application will not constitute a
major federal action significantly affecting the quality of the
human environment. No other federal agency has prepared or is
preparing an environmental impact statement with respect to the
proposed transaction.

                         SIGNATURE

Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned hereunto
duly authorized.

                         NORTHEAST UTILITIES



                         By Cheryl W. Grise,
                         Senior Vice President, Secretary and
                         General Counsel


Dated: April 24, 2001

EX-99.A2

Exhibit A.2 -- Draft of Proposed Proxy Solicitation

2.  APPROVAL OF EMPLOYEE SHARE PURCHASE PLAN

     To encourage employee ownership of the Company, the Board
adopted an employee share purchase plan (the Employee Share
Purchase Plan) on April 9, 2001, effective following shareholder
approval. The Employee Share Purchase Plan generally provides
eligible employees of the Company with a means to purchase,
through payroll deductions, common shares at a discount,
consistent with the provisions of the Internal Revenue Code of
1986, as amended (the Code). The Board reserved a number of
common shares equal to one-half of one percent of the total
number of outstanding common shares for issuance pursuant to the
terms of the Employee Share Purchase Plan each fiscal year,
subject to adjustment in the event of stock splits, stock
dividends, recapitalization, or other changes in the outstanding
common shares. If and to the extent that the reserved shares are
not purchased by participants in any fiscal year, such shares
again will be available for purchase in subsequent years. Under
current accounting rules, the issuance of shares at a discount
under the Employee Share Purchase Plan does not adversely affect
earnings. The text of the Employee Share Purchase Plan is
included in Appendix A of this proxy statement.

     Eligibility. Regular full or part-time employees of the
Company are eligible to participate in the Employee Share
Purchase Plan, on a purely voluntary basis, if they meet certain
conditions. To be eligible, an employee's customary employment
must be greater than both twenty hours per week and five months
per calendar year. The employee must also have completed one year
of service with the Company. An employee who owns 5 percent or
more of the total combined voting power or value of all classes
of shares of the Company will not be eligible to participate in
the Employee Share Purchase Plan. Temporary employees will not be
eligible to participate in the Employee Share Purchase Plan.
Employees whose terms and conditions of employment are subject to
negotiation with a collective bargaining agent may not
participate until the agreement between the Company and such
agent provides for such participation. Approximately 4,900
employees would have been eligible to participate as of April 1,
2001.

     Administration. The Employee Share Purchase Plan is
administered by the Compensation Committee of the Board, or its
delegate (the Committee). All funds received or held by the
Company under the Employee Share Purchase Plan will be kept in a
segregated account not commingled with any other funds and may
not be used for any corporate purpose except in connection with
the Employee Share Purchase Plan itself. No interest on such
funds will be credited to or paid to any participant under the
Employee Share Purchase Plan.

     Share Purchases. Eligible employees participate in the
Employee Share Purchase Plan through exercising options to
purchase common shares. In general, there will be two purchase
periods beginning in each calendar year. Options are granted to
each participant at the beginning of each purchase period and,
assuming that the participant is an employee at the end of the
purchase period, will be automatically exercised on the last day
of the purchase period. Option exercises will be funded through a
participant's payroll deductions at a stated dollar amount not
less than $20 nor more than 25 percent of compensation per pay
period, as determined by the participant, at a price equal to 85
percent of fair market value of the common shares as of the first
or the last trading day of each purchase period, whichever is
lower, unless the Committee determines to use a different
discount not to exceed 15 percent. The fair market value of the
common shares will be determined as the closing price of a
Northeast Utilities common share for each relevant date. No
employee will be permitted to purchase common shares in any
calendar year under the Employee Share Purchase Plan whose fair
market value (determined at the beginning of each purchase
period) exceeds $25,000.

     Transferability. An option granted under the Employee Share
Purchase Plan may not be transferred by an employee other than by
will or by the laws of descent and distribution. Only the
employee may exercise the option during his or her lifetime.

     Withdrawals, Discontinuance or Suspension of Participation.
A participant may voluntarily suspend his or her payroll
deductions at any time, but will not be permitted to resume the
payroll deductions until the beginning of the next purchase
period following the date of suspension of payroll deductions. A
participant may change the rate of his or her payroll deductions
effective as of the beginning of any purchase period. A
participant may withdraw shares from his or her account at any
time; provided that all shares must be held (and thus may not be
distributed or sold) for at least six months subsequent to
purchase. If a participant terminates his or her employment with
the Company, his or her participation in the Employee Share
Purchase Plan will automatically terminate as of the date of
termination of employment, all amounts withheld through payroll
deduction that have not been applied to purchase common shares
under the Employee Share Purchase Plan will be paid to the
participant, and the shares held in his or her account will
either be sold for the account of the terminated participant or
distributed to the terminated participant, at his or her
election.

     Amendment and Termination. The Board may terminate, suspend
or amend the Employee Share Purchase Plan in any respect at any
time, except that shareholder approval is required to broaden the
eligibility criteria or increase the number of shares available
for purchase. Unless earlier terminated, the Employee Share
Purchase Plan will continue in effect for 10 years.

     Federal Income Tax Treatment. The Employee Share Purchase
Plan is intended to qualify as an employee stock purchase plan
within the meaning of section 423 of the Code. Under the Code, an
employee who elects to participate in the Employee Share Purchase
Plan will not realize income at the time the offering commences
or when the shares are actually purchased under the Employee
Share Purchase Plan. If an employee disposes of such shares after
two years from the date the offering of such shares commences
under the Employee Share Purchase Plan and after one year from
the actual date of purchase of such shares under the Employee
Share Purchase Plan (collectively, the Holding Period), the
employee will be required to include in income, as capital gain
for the year in which such disposition occurs, an amount equal to
the lesser of (1) the excess of the fair market value of such
shares at the time of disposition over the purchase price and (2)
the excess of the fair market value of such shares at the time
the offering commenced over the purchase price. If any employee
disposes of the shares purchased under the Employee Share
Purchase Plan during the Holding Period, the employee will be
required to include in income, as compensation for the year in
which such disposition occurs, an amount equal to the excess, if
any, of the fair market value of such shares on the date of
purchase over the purchase price. The employee's basis in such
shares disposed of will be increased by an amount equal to the
amount includable in his or her income as compensation, and any
gain or loss computed with reference to such adjusted basis that
is recognized at the time of disposition will be capital gain or
loss, either short-term or long-term, depending on the length of
the holding period for such shares. In the event of a disposition
during the Holding Period, the Company will be entitled to a
deduction from income equal to the amount the employee is
required to include in income as a result of such disposition.

     Regulatory Approvals. The SEC has issued an order under the
Public Utility Holding Company Act of 1935 authorizing the
solicitation of proxies in favor of the Employee Share Purchase
Plan. The Company has applied for SEC authorization to issue new
common shares, subject to the limits set forth above, for
purchases under the Employee Share Purchase Plan. SEC action on
the application is expected later in 2001.

     Share Purchases Under Employee Share Purchase Plan. No
purchases will be made under the Employee Share Purchase Plan
until after shareholder approval of the Employee Share Purchase
Plan is obtained. Because share purchases under the Employee
Share Purchase Plan are made solely at the election of the
eligible employee, it is not possible to ascertain the employees
who will purchase shares under the Employee Share Purchase Plan
in the current fiscal year.

     An affirmative vote of a majority of the common shares
present or represented at the Annual Meeting of Shareholders will
be required for the adoption of this proposal.

The Board of Trustees recommends that shareholders vote FOR this
proposal.

EX-99.A3

Exhibit A.3   Proposed Employee Share Purchase Plan

Northeast Utilities Employee Share Purchase Plan II

ARTICLE I - PURPOSE

     The purpose of the Northeast Utilities Employee Share
Purchase Plan II (the "Plan") is to provide a means whereby the
Company (as hereinafter defined) may provide eligible employees
an opportunity to purchase shares of Company Stock (as
hereinafter defined).  The Board of Trustees of Northeast
Utilities believes that employee participation in share ownership
will be to the mutual benefit of both the employees and the
Company.  The Plan is intended to constitute an "employee stock
purchase plan" within the meaning of section 423 of the Internal
Revenue Code of 1986, as amended (the "Code") and is not intended
and shall not be construed as constituting an "employee benefit
plan," within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended.

ARTICLE II - DEFINITIONS

     Affiliate.  "Affiliate" means each direct and indirect
affiliated company that through one or more intermediaries,
controls, is controlled by, or is under common control with NU.

     Board.  "Board" means the board of trustees of NU.

     Code.  "Code" means the Internal Revenue Code of 1986, as
amended from time to time.

     Committee.  "Committee" means the Board's Compensation
Committee, or the person or persons to which such committee
delegates any of its functions under the Plan.

     Company.  "Company" means NU and any Affiliate which is
authorized by the Committee to adopt the Plan and cover its
Eligible Employees and whose designation as such has become
effective upon acceptance of such status by the board of
directors of the Affiliate.  An Affiliate may revoke its
acceptance of such designation at any time, but until such
acceptance has been revoked, all the provisions of the Plan,
including the authority of the Board and the Committee, and
amendments thereto shall apply to the Eligible Employees of the
Affiliate.  In the event the designation is revoked by the board
of directors of an Affiliate, the Plan shall be deemed terminated
only with respect to such Affiliate.

     Company Stock.  "Company Stock" means common shares in NU,
par value $5.00.

     Effective Date.  "Effective Date" shall mean the first
Election Date beginning after (a) the later of the approval of
the Plan (i) by the shareholders of NU and (ii) the Securities
and Exchange Commission pursuant to the Public Utility Holding
Company Act of 1935, and (b) the authorization of elections by
the Board.

     Election Date.  "Election Date" means each date as the
Committee shall specify.

     Eligible Employee.  "Eligible Employee" means each employee
of the Company (i) who is classified by the Company as an
employee (and not as an independent contractor no matter how
characterized by a court or administrative agency), (ii) whose
customary employment is for more than 20 hours per week and for
more than five months per year, (iii) who is not deemed for
purposes of section 423(b)(3) of the Code to own shares
possessing five percent or more of the total combined voting
power or value of all classes of shares of NU or any subsidiary,
and (iv) who has completed at least one Year of Service with the
Company after being classified as an employee (without regard to
any retroactive recharacterization); provided, however, that an
"Eligible Employee" whose terms and conditions of employment are
subject to negotiation with a collective bargaining agent shall
be deemed not to have elected to file a Purchase Agreement until
the agreement between the Company and such collective bargaining
agent with respect to the employee provides for participation in
the Plan.

     Exchange Act.  "Exchange Act" means the Securities Exchange
Act of 1934, as amended, and as the same may hereafter be
amended.

     Market Value. "Market Value" means the closing price of the
Company Stock for the relevant date (or the latest date for which
such price was reported if such date is not a business day), or
if not available, (x) if the principal trading market for the
Company Stock is the New York Stock Exchange, the last reported
sale price thereof on the relevant date or (if there were no
trades on that date) the latest preceding date upon which a sale
was reported, (y) if the principal trading market for the Company
Stock is a national securities exchange other than the New York
Stock Exchange or is the Nasdaq National Market, the last
reported sale price thereof on the relevant date or (if there
were no trades on that date) the latest preceding date upon which
a sale was reported, or (z) if the Company Stock is not
principally traded on such exchange or market, the mean between
the last reported "bid" and "asked" prices of Company Stock on
the relevant date, as reported on Nasdaq or, if not so reported,
as reported by the National Daily Quotation Bureau, Inc. or as
reported in a customary financial reporting service, as
applicable and as the Committee determines.  If the Company Stock
is not publicly traded or, if publicly traded, is not subject to
reported transactions or "bid" or "asked" quotations as set forth
above, the Fair Market Value per share shall be as determined by
the Committee.

     NU.   "NU" means Northeast Utilities, a Massachusetts
business trust, and its successors and assigns.

     Participant.  "Participant" means an Eligible Employee who
elects to participate in the Plan.

     Plan.  "Plan" means the Northeast Utilities Employee Share
Purchase Plan II, as amended from time to time.

     Plan Year.  "Plan Year" means each calendar year during
which the Plan is in effect.

     Purchase Agreement.  "Purchase Agreement" means the
instrument prescribed by the Committee pursuant to which an
Eligible Employee may enroll as a Participant and subscribe for
the purchase of shares of Company Stock on the terms and
conditions offered by the Company.  The Purchase Agreement is
intended to evidence the Company's offer of an option to the
Eligible Employee to purchase Company Stock on the terms and
conditions set forth therein and herein.

     Purchase Date.  "Purchase Date" means the last day of each
Purchase Period.

     Purchase Period.  "Purchase Period" means the period that
begins on each Election Date on and following the Effective Date
and ending on the last trading day before the next Election Date
or other period specified by the Committee during which the
Participant's Company Stock purchase is funded through payroll
deduction accumulations.

     Purchase Price.  "Purchase Price" means the purchase price
for shares of Company Stock purchased under the Plan, determined
as set forth in Section 4.3.

     Year of Service.  "Year of Service" means a "Year of
Service" credited to a Participant under the Northeast Utilities
Service Company Retirement Plan prior to the Election Date.

ARTICLE III - ADMISSION TO PARTICIPATION

     3.1       Initial Participation.  An Eligible Employee may
elect to participate in the Plan and may become a Participant
effective as of any Election Date, by executing and filing with
the Committee a Purchase Agreement at such time in advance of
such Election Date as the Committee shall prescribe.  The
Purchase Agreement shall remain in effect until modified or
canceled in accordance with the terms of this Plan.

     3.2       Discontinuance of Participation.  A Participant
may voluntarily cease his or her participation in the Plan and
stop payroll deductions at any time by filing a notice of
cessation of participation on such form and at such time in
advance of the effective date as the Committee shall prescribe.
Notwithstanding anything in the Plan to the contrary, if a
Participant ceases to be an Eligible Employee, his or her
participation automatically shall cease and no further purchase
of Company Stock shall be made for the Participant.

     3.3       Readmission to Participation.  Any Eligible
Employee who has previously been a Participant, who has
discontinued participation (whether by cessation of eligibility
or otherwise), and who wishes to be reinstated as a Participant
may again become a Participant by executing and filing with the
Committee a new Purchase Agreement.  Reinstatement to Participant
status shall be effective as of any Election Date, provided the
Participant files a new Purchase Agreement with the Committee at
such time in advance of the Election Date as the Committee shall
prescribe.

ARTICLE IV -  COMPANY STOCK PURCHASE AND RESALE

     4.1       Reservation of Shares.  There shall be a number of
shares of Company Stock equal to one-half of one percent (0.5%)
of the total number of shares of Company Stock outstanding in
each Plan Year reserved for issuance or transfer under the Plan
during or for that Plan Year, subject to adjustment in accordance
with the antidilution provisions hereinafter set forth.  If and
to the extent that less than the full number of shares of Company
Stock reserved for issuance or transfer under the Plan, as set
forth above, are actually so issued or transferred, then the
remaining shares shall again be available for issuance or
transfer under the Plan.  Except as provided in Section 5.2, the
aggregate number of shares of Company Stock that may be purchased
under the Plan shall not exceed five percent (5%) of the total
number of shares of Company Stock outstanding as of December 31,
2000.

     4.2       Limitation on Shares Available.  The maximum
number of shares of Company Stock that may be purchased for each
Participant on a Purchase Date is the lesser of (a) the number of
whole and fractional shares of Company Stock that can be
purchased by applying the full balance of the Participant's
withheld funds to the purchase of shares of Company Stock at the
Purchase Price, or (b) the Participant's proportionate part of
the maximum number of shares of Company Stock available under the
Plan, as stated in Section 4.1.  Moreover, (a) the maximum number
of shares of Company Stock that may be purchased by a Participant
during the first  Purchase Period in a Plan Year is an amount
determined by dividing the $25,000 limit under Section 4.4(c) by
the per share Market Value of Company Stock as determined on the
first day of such Purchase Period; and (b) the maximum number of
shares of Company Stock that may be purchased by a Participant
during the second Purchase Period in a Plan Year is an amount
determined by dividing (i) the difference determined by
subtracting the total Purchase Price paid for all shares of
Company Stock purchased during the first Purchase Period in that
Plan Year from the $25,000 limit under Section 4.4(c), by (ii)
the per share Market Value of Company Stock as determined on the
first day of the second Purchase Period.    Notwithstanding the
foregoing, if any person entitled to purchase shares pursuant to
any offering under the Plan would be deemed for purposes of
section 423(b)(3) of the Code to own stock (including any number
of shares of Company Stock that such person would be entitled to
purchase hereunder) possessing five percent or more of the total
combined voting power or value of all classes of shares of the
Company, the maximum number of shares of Company Stock that such
person shall be entitled to purchase pursuant to the Plan shall
be reduced to that number which, when added to the number of
shares that such person is deemed to own (excluding any number of
shares of Company Stock that such person would be entitled to
purchase hereunder), is one less than such five percent.  Any
amounts withheld from a Participant's compensation that cannot be
applied to the purchase of Company Stock by reason of the
foregoing limitation shall be returned to the Participant as soon
as practicable.

     4.3       Purchase Price of Shares.  The Purchase Price per
share of the Company Stock sold to Participants pursuant to any
offering under the Plan shall be the lower of (i) 85% of the
Market Value of such share on the first trading day of the
Purchase Period or (ii) 85% of the Market Value of such share on
the Purchase Date.  Notwithstanding the foregoing, the Committee,
acting on behalf of the Company, may determine that the Purchase
Price shall be the Market Value, or a percentage of the Market
Value, on either of such dates or the lower of such dates, so
long as the percentage shall not be lower than 85% of such Market
Value.

     4.4       Exercise of Purchase Privilege.

     (a)  Each Participant shall be granted an option to purchase
shares of Company Stock as of the first day of each Purchase
Period at the Purchase Price specified in Section 4.3.  The
option shall continue in effect through the Purchase Date for the
Purchase Period.  Subject to the provisions of Section 4.2 above
and of paragraph (c) of this Section 4.4, on each Purchase Date,
the Participant shall automatically be deemed to have exercised
his or her option to purchase shares of Company Stock, unless he
or she notifies the Committee, in such manner and at such time in
advance of the Purchase Date as the Committee shall prescribe, of
his or her desire not to make such purchase.

     (b)  There shall be purchased for the Participant on each
Purchase Date, at the Purchase Price for the Purchase Period, the
largest number of whole shares of Company Stock as can be
purchased with the amounts withheld from the Participant's
compensation during the Purchase Period.  Each such purchase
shall be deemed to have occurred on the Purchase Date occurring
at the close of the Purchase Period for which the purchase was
made.

     (c)  A Participant may not purchase shares of Company Stock
having an aggregate Market Value of more than $25,000, determined
at the beginning of each Purchase Period, for any calendar year
in which one or more offerings under this Plan are outstanding at
any time, and a Participant may not purchase a share of Company
Stock under any offering after the expiration of the Purchase
Period for the offering.

     4.5       Payroll Deductions.  Each Participant shall
authorize payroll deductions from his or her compensation for the
purpose of funding the purchase of Company Stock pursuant to his
or her Purchase Agreement.  In the Purchase Agreement, each
Participant shall authorize an after-tax payroll deduction from
each payment of compensation during a Purchase Period of an
amount not less than $20 per paycheck and not more than 25% of
such Participant's compensation.  A Participant may change the
deduction to any permissible level effective as of any Election
Date.  A change shall be made by the Participant's filing with
the Committee a notice in such form and at such time in advance
of the date on which the change is to be effective as the
Committee shall prescribe.

     4.6       Payment for Company Stock.  The Purchase Price for
all shares of Company Stock purchased by a Participant under the
Plan shall be paid out of the Participant's authorized payroll
deductions.  All funds received or held by the Company under the
Plan will be kept in a segregated account not commingled with any
other funds of the Company and may not be used for any corporate
purpose except in connection with the Plan itself.

     4.7       Share Ownership; Issuance of Certificates.

     (a)  The shares of Company Stock purchased by a Participant
on a Purchase Date shall, for all purposes, be deemed to have
been issued or sold at the close of business on the Purchase
Date.  Prior to that time, none of the rights or privileges of a
shareholder of the Company shall inure to the Participant with
respect to such shares of Company Stock.  All the shares of
Company Stock purchased under the Plan shall be delivered by the
Company in a manner as determined by the Committee.

     (b)  The Committee, in its sole discretion, may determine
that shares of Company Stock shall be delivered by the Company by
(i) issuing and delivering to the Participant a certificate for
the number of shares of Company Stock purchased by the
Participant on a Purchase Date or during a calendar year or other
period determined by the Committee, (ii) issuing and delivering
certificates for the number of shares of Company Stock purchased
by all Participants on a Purchase Date or during a calendar year
or other period determined by the Committee to a firm which is a
member of the National Association of Securities Dealers, as
selected by the Committee from time to time, which shares shall
be maintained by such firm in a separate brokerage account for
each Participant, or (iii) issuing and delivering certificates
for the number of shares of Company Stock purchased by all
Participants on a Purchase Date or during the calendar year or
other period determined by the Committee to a bank or trust
company or affiliate thereof, as selected by the Committee from
time to time, which shares may be held by such bank or trust
company or affiliate in street name, but with a separate account
maintained by such entity for each Participant reflecting such
Participant's share interests in the Company Stock.  Each
certificate or account, as the case may be, may be in the name of
the Participant or, if he or she so designates on the
Participant's Purchase Agreement, in the Participant's name
jointly with the Participant's spouse, with right of
survivorship.  A Participant who is a resident of a jurisdiction
that does not recognize such joint tenancy may have a certificate
or account held in the Participant's name as tenant in common
with the Participant's spouse, with or without right of
survivorship.  No fractional shares may be purchased under the
Plan and the balance of any amounts withheld from a Participant's
compensation which are not applied to the purchase of Company
Stock shall be held in the account established in Section 4.6 and
applied to the purchase of additional shares for the Participant
during the next Purchase Period or, at the Participant's
election, returned to the Participant.

     (c)  The Committee, in its sole discretion, may impose such
restrictions or limitations as it shall determine on the resale
of Company Stock, the issuance of individual share certificates
or the withdrawal from any shareholder accounts established for a
Participant.

     (d)  Any dividends payable with respect to shares of Company
Stock credited to a shareholder account of a Participant
established pursuant to Section 4.7(b) hereof will be reinvested
in shares of Company Stock and credited to the Participant's
account.

     4.8       Withdrawal of Shares or Resale of Company Stock.

     (a)  A Participant may request a withdrawal of shares of
Company Stock purchased for the Participant under the Plan or
order the sale of such shares at any time by making a request in
such form and at such time as the Committee shall prescribe.
Notwithstanding the foregoing and section 4.7(c), no such shares
may be withdrawn, sold, or otherwise distributed for at least six
months following their purchase for the Participant.

     (b)  If a Participant terminates his or her employment with
the Employer or otherwise ceases to be an Eligible Employee, the
Participant shall receive a distribution of his or her shares of
Company Stock held in any shareholder account established
pursuant to Section 4.7(b).

     (c)  If a Participant is to receive a withdrawal or
distribution of shares of Company Stock, or if shares are to be
sold, the withdrawal, distribution or sale shall be made in whole
shares of Company Stock, with fractional shares paid in cash.

ARTICLE V - SPECIAL ADJUSTMENTS

     5.1       Shares Unavailable.  If, on any Purchase Date, the
aggregate funds available for the purchase of Company Stock would
purchase a number of shares in excess of the number of shares of
Company Stock then available for purchase under the Plan, the
number of shares of Company Stock that would otherwise be
purchased by each Participant for that Plan Year shall be
proportionately reduced on the Purchase Date in order to
eliminate such excess.  The balance of any amounts withheld from
a Participant's compensation which had not by such time been
applied to the purchase of Company Stock shall be returned to the
Participant.

     5.2       Anti-Dilution Provisions.  The aggregate number of
shares of Company Stock reserved for purchase under the Plan, as
provided in Section 4.1, and the calculation of the Purchase
Price per share shall be appropriately adjusted to reflect any
increase or decrease in the number of issued shares of Company
Stock resulting from a subdivision or consolidation of shares or
other capital adjustment, or the payment of a share dividend, or
other increase or decrease in such shares, if effected without
receipt of consideration by the Company.  Any such adjustment
shall be made by the Committee acting with the consent of, and
subject to the approval of, the Board.

     5.3       Effect of Certain Transactions.  Subject to any
required action by the shareholders, if the Company shall be the
surviving corporation in any merger or consolidation, any
offering hereunder shall pertain to and apply to the shares of
the Company.  However, in the event of a dissolution or
liquidation of the Company, or of a merger or consolidation in
which the Company is not the surviving corporation, the Plan and
any offering hereunder shall terminate upon the effective date of
such dissolution, liquidation, merger or consolidation, and the
balance of any amounts withheld from a Participant's compensation
which had not by such time been applied to the purchase of
Company Stock shall be returned to the Participant.

 ARTICLE VI -  MISCELLANEOUS

     6.1       Non-Alienation.  The right to purchase shares of
Company Stock under the Plan is personal to the Participant, is
exercisable only by the Participant during the Participant's
lifetime, except as hereinafter set forth, and may not be
assigned or otherwise transferred by the Participant.  If a
Participant dies, there shall be delivered to the executor,
administrator or other personal representative of the deceased
Participant such shares of Company Stock and such residual
amounts as may remain to the Participant's credit from amounts
withheld from the Participant's compensation as of the Purchase
Date occurring at the close of the period in which the
Participant's death occurs, including shares of Company Stock
purchased as of that date or prior thereto with moneys withheld
from the Participant's compensation.

     6.2       Administrative Costs.  The Company shall pay all
administrative expenses associated with the operation of the Plan
including expenses of issuance and sale of shares but excluding
brokerage commissions on the sale of shares of Company Stock
pursuant to Section 4.8.

     6.3       The Committee.  The Committee shall have the
authority and power to administer the Plan and to make, adopt,
construe, and enforce rules and regulations not inconsistent with
the provisions of the Plan and to make all required
determinations including factual determinations. The Committee
shall adopt and prescribe the contents of all forms required in
connection with the administration of the Plan, including, but
not limited to, the Purchase Agreement, payroll withholding
authorizations, withdrawal documents, and all other notices
required hereunder.  The Committee shall have the fullest
discretion permissible under law in the discharge of its duties.
The Committee's interpretations and decisions with respect to the
Plan shall be final and conclusive.

     6.4       Amendment of the Plan.  The Board may, at any time
and from time to time, amend the Plan in any respect, except that
no amendment may increase the number of shares reserved for
purposes of the Plan, or allow any person who is not an Eligible
Employee to become a Participant, without the approval of the
shareholders of NU.

     6.5       Expiration and Termination of the Plan.  The Plan
shall continue in effect for 10 years from the Effective Date,
unless terminated prior to that date pursuant to the provisions
of the Plan or pursuant to action by the Board.  The Board shall
have the right to terminate the Plan at any time without prior
notice to any Participant and without liability to any
Participant.  Upon the expiration or termination of the Plan, the
balance, if any, then standing to the credit of each Participant
from amounts withheld from the Participant's compensation which
has not, by such time, been applied to the purchase of shares of
Company Stock shall be refunded to the Participant.

     6.6       Repurchase of Company Stock.  The Company shall
not be required to purchase or repurchase from any Participant
any of the shares of Company Stock that the Participant acquires
under the Plan.

     6.7       Notice.  A Purchase Agreement and any notice that
a Participant files pursuant to the Plan shall be on the form
prescribed by the Committee and shall be effective only when
received by the Committee.  Delivery of such forms may he made by
hand or by certified mail, sent postage prepaid, to Northeast
Utilities Service Company, 107 Selden Street, Berlin, CT 06037,
Attention: Employee Stock Purchase Plan Administrator.  Delivery
by any other mechanism shall be deemed effective at the option
and discretion of the Committee.

     6.8  Government Regulation.  The Company's obligation to
sell and to deliver the Company Stock under the Plan is at all
times subject to all approvals of any governmental authority
required in connection with the authorization, issuance, sale or
delivery of such Company Stock.

     6.9       Headings, Captions, Gender.  The headings and
captions herein are for convenience of reference only and shall
not be considered as part of the text.  The masculine shall
include the feminine, and vice versa.

     6.10 Severability of Provisions, Prevailing Law.  The
provisions of the Plan shall be deemed severable.  In the event
any such provision is determined to be unlawful or unenforceable
by a court of competent jurisdiction or by reason of a change in
an applicable statute, the Plan shall continue to exist as though
such provision had never been included therein (or, in the case
of a change in an applicable statute, had been deleted as of the
date of such change).  The Plan shall be governed by the laws of
the state of Connecticut to the extent such laws are not in
conflict with, or superseded by, federal law.

     6.11 Disclaimer of Liability.  The Declaration of Trust of
NU provides that no shareholder of NU 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 Board or by any
officer, agent or representative elected or appointed by the
Board, and no such contract, obligation or undertaking shall be
enforceable against the Board or any of them in their or his or
her individual capacities or capacity and all such contracts,
obligations and undertakings shall be enforceable only against
the Board as such, and every person or entity, 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.

EX-5

Exhibit F


                                 Richard M. Early, Esq.
                                  107 Selden Street
                              Berlin, Connecticut 06037

April 24, 2001


Securities and Exchange Commission
Washington, D.C. 20549

Re:   Application/Declaration on Form U-1 of Northeast Utilities et al.
      (Filed with respect to the application/declaration to which this opinion
      is an Exhibit)

Ladies and Gentlemen:

     I am familiar with the application/declaration on Form U-1
referred to above relating to the Northeast Utilities Employee
Share Purchase Plan ("the Plan"), (ii) the solicitation of
proxies from the common shareholders of Northeast Utilities (the
"Company") in connection with the Plan, and (iii) the proposed
issuance of the Company's common shares, $5.00 par value ("common
shares") and other securities in accordance with the terms of the
Plan, and I am familiar with the proceedings relating thereto.

     I am of the opinion that NU is validly organized and duly
existing as a voluntary association under the laws of the
Commonwealth of Massachusetts, and that, upon the issuance of
your order or orders permitting the application/declaration to
become effective, upon the adoption of an appropriate resolution
by the shareholders of the Company, upon compliance with the
Securities Act of 1933, as amended, and with such State
securities or "blue sky" laws as may be applicable, and upon the
proposed transactions being consummated in accordance with such
application/declaration and such order or orders and in
accordance with the Plans:

(a) all State laws applicable to the proposed transactions will
have been complied with;

(b) the common shares, par value $5.00 per share, of the Company
proposed to be issued pursuant to the Plans will be fully paid
and nonassessable and the holders of such common shares will be
entitled to the rights and privileges appertaining thereto set
forth in the Declaration of Trust of the Company, as amended; and

(c) the consummation of the proposed transactions will not
violate the legal rights of the holders of any securities issued
by the Company or any associate company thereof.

     In giving the opinion as to valid organization and due
existence above, I have relied on Commissioner of Corporations
and Taxation v. City of Springfield, 321 Mass. 31 (1947), in
which the Massachusetts Supreme Judicial Court, after discussing
the provisions of the Company's Declaration of Trust (then named
"Western Massachusetts Companies") at pages 39 and 40, made the
following statement:  "The indenture created a trust and not a
partnership."  Nothing has occurred since the date of that
decision which in my opinion affects the conclusiveness of that
statement.

     I hereby consent to the filing of this opinion as an exhibit
to the above-mentioned statement on Form U-1.

Very truly yours,



Richard M. Early

EX-99.G

Appendix G - Form of Notice


                    APPENDIX G - FORM OF NOTICE

     Northeast Utilities ("NU"), 174 Brush Hill Avenue, West
Springfield, Massachusetts 01090-0010, a registered holding
company has filed an application-declaration under Sections 6(a),
7, and 12(e) of the Act and Rules 62 and 65 thereunder.

     On April 9, 2001, NU's Board of Trustees adopted an Employee
Share Purchase Plan ("Plan").  NU proposes to submit the Plan to
its shareholders for approval at NU's Annual Meeting of
Shareholders to be held on June 28, 2001.  If approved by NU's
shareholders, the Plan will be effective as of August 1, 2001.

     The Plan will be administered by the Compensation Committee
of NU's Board of Trustees or by a delegate thereof (the
"Committee").  The Plan is intended to be an employee stock
purchase plan under Section 423 of the Internal Revenue Code of
1986, as amended.  Eligible employees may purchase newly-issued
Common Shares through payroll deduction in programs to be
established by the Committee from time to time.  The purchase
price will be determined by the Committee and will be between 85
percent and 100 percent of the lower of closing market value on
the first and last days of the purchase period.  Shares purchased
under the Employee Share Purchase Plan may not be transferred for
six months following the purchase date. The Plan will terminate
after ten years, unless earlier terminated by action of NU's
Board of Trustees.  The maximum number of Common Shares that can
be issued for purchases under the Plan in any calendar year is
equal to one-half of one percent of the Common Shares outstanding
at the end of the previous calendar year. Based on the number of
Common Shares outstanding on December 31, 2000, 719,181 Common
Shares would be available for purchase under the Employee Share
Purchase Plan during 2001 and 7,191,818 Common Shares over the
ten year life of the plan.

Additionally, NU requests authority to solicit proxies approving
the Plan from the holders of NU Common Shares, for use at the
Annual Meeting of Shareholders to be held June 28, 2001. It is
anticipated that solicitation materials will be mailed to
shareholders commencing on or about May 11, 2001.  NU has filed
its proxy solicitation material relating to the Plan and requests
that the effectiveness of its declaration with respect to the
solicitation of proxies for voting by its shareholders be
permitted to become effective as provided in Rule 62(d) of the
Act.

     It appearing to the Commission that NU's declaration
regarding the proposed solicitation of proxies should be
permitted to become effective forthwith, pursuant to Rule 62:

     IT IS ORDERED, that the declaration regarding the proposed
solicitation of proxies, be, and it hereby is, permitted to
become effective forthwith, under Rule 62, subject to the terms
and conditions prescribed in Rule 24 under the Act.

     For the Commission, by the Division of Investment
Management, pursuant to delegated authority.