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.