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 Employee Share Purchase Plan II
                           (Full Title of the Plan)

                               David R. McHale
                        Vice President and Treasurer
                             NORTHEAST UTILITIES
                                Selden Street
                          Berlin, Connecticut 06037
                   (Name and address of agent for service)

                                860-665-5000
        (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,      2,000,000    $19.515     $39,030,000.00  $2,843.56 (4)
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 June 12,
2001, based on the average of the high and low sale price reported by the
Wall Street Journal as Composite Transactions for such date.
3.        1/40 of 1% of the maximum aggregate offering price.
4.        Pursuant to Rule 429 under the Securities Act of 1933, the
prospectus relating to this registration statement will be used as a combined
prospectus in connection with this registration statement and the
registration statement filed by the registrant on May 12, 1998 (File No. 333-
52415).  The number of securities being carried forward and the amount of the
filing fee paid with the earlier registration statement are 1,417,156 shares
and $6,938.16, respectively.

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 (NU)
             for the year ended December 31, 2000 (File No. 1-5324)

      (b)(1) Quarterly Report on Form 10-Q of NU
             for the quarter ended March 31, 2001
             (File No. 1-5324)

          (2) Current Reports on Form 8-K of NU
              dated January 23, 2001, February 28, 2001, March 5, 2001,
              March 12, 2001, March 22, 2001, March 30, 2001, April 11, 2001,
              April 24, 2001, April 25, 2001, and May 17, 2001
              (File No. 1-5324)

      (c)     Description of Common Shares, $5.00 par value, of NU 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 Employee Share Purchase Plan II (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 6.  Indemnification of Directors and Officers.

    Article 34 of the Declaration of Trust of NU provides that the Trustees,
officers, agents or any other representative elected or appointed pursuant to
any provision thereof shall not be liable for any act or default on the part
of any co-Trustee, or other officer or agent, or for having permitted any
co-Trustee, or other officer or agent to receive or retain any money or
property receivable by the Trustees under the Declaration of Trust, or for
errors of judgment in exercising or failing to exercise any of the powers or
discretions conferred upon or resting upon him, or for any loss arising out of
any investment, or for failure to sue for or to collect any moneys or property
belonging to the trust estate, or for any act or omission to act, performed
or omitted by him in good faith in the execution of the trusts created under
the Declaration of Trust. Each Trustee and every such officer, agent or
representative shall be answerable and accountable only for his own receipts
and for his own willful acts, neglects and defaults constituting a breach of
trust knowingly and intentionally committed by him in bad faith, and not for
those of any other, or of any bank, trust company, broker, attorney, auctioneer
or other person with whom or into whose hands any property forming part of the
trust estate may be deposited or come, or by whom any action relating to the
trusts created under the Declaration of Trust may be taken or omitted to be
taken;norshall any Trustee or any such officer, agent or representative be
liable oraccountable for any defect in title, or for failing to transfer to
or vest in the Trustees title to any property or effects for the time being
subject to any of the trusts of these presents, or intended or believed to be
so subject, or for failing to take out or maintain any or sufficient insurance
or for liens or encumbrances upon any such property or effects, or for lack of
genuineness or for invalidity of the shares, bonds, or other obligations or
instruments forming part of or relating to the trust estate, or for any loss,
or otherwise,unless the same shall happen through his own willful act, neglect
or default constituting a breach of trust knowingly and intentionally committed
by him in bad faith; and the Trustees and each of them and each such officer,
agent or representative shall be entitled out of the trust estate to
reimbursement for their or his reasonable expenses and outlays and to be put
in funds and exonerated and indemnified to their or his reasonable satisfaction
from time to time, against any and all loss, costs, expense and liability
incurred or to be incurred by them or him in the execution of the trusts
created under the Declaration of Trust; and no Trustee, however appointed,
shall be obliged to give any bond or surety or other security for the
performance of any of his duties in the said trusts.

    In addition, and without limiting the protection afforded to them, no
Trustee, officer, agent or representative shall be liable for monetary
damages for breach of fiduciary duty as a Trustee, officer, agent or
representative,notwithstanding any provision of law imposing such
liability; provided, however, that the provisions of this paragraph
shall not be deemed to eliminate or limit any liability which such
Trustee, officer, agent or representative would otherwise have under
the provisions of the declaration (1) for any breach of such person's
duty of loyalty to the association or its shareholders, (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, or (3) for any transaction from which such person
derived an improper personal benefit.

    Article 34 of the Declaration of Trust of NU also provides that NU shall
indemnify each of its Trustees and officers against all losses, liabilities
and expenses, including amounts paid in satisfaction of judgments, in
compromise or as fines and penalties, and counsel fees, imposed upon or
reasonably incurred by such person in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, in which he may be involved or with which he may be threatened,
while in office or thereafter, by reason of his being or having been such
a Trustee or officer, except with respect to any matters as to which such
person shall have been finally adjudicated not to haveacted in good faith
in the reasonable belief that his action was in the best interests of NU.
The Declaration of Trust provides, however, that as to any matter disposed
of by a compromise payment by such Trustee or officer, pursuant
to a consent decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless a determination is
made that indemnification of the Trustee or officer is proper under the
circumstances because such Trustee or officer acted in good faith in the
reasonable belief that his action was in the best interest of the
association. Such determination shall be made (1) by the Board of Trustees
by a majority vote of a quorum consisting of Trustees who were not parties
to such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable, such a quorum so directs, by independent legal counsel
in a written opinion, or (3) by the shareholders.

    In performing his duties, any such Trustee or officer who acts in good
faith shall be fully protected in relying upon the books of account of the
association or of another organization in which he serves as contemplated by
the Declaration of Trust, reports, opinions and advice to the association or
to such other organization by any of its officers or employees or by counsel,
accountants, appraisers or other experts or consultants selected with
reasonable  care or uponother records of the association or of such other
organization.

    Expenses incurred by any Trustee or officer with respect to any action,
suit or proceeding as described above may be paid or advanced by the
association prior to the final disposition of such action, suit or proceeding,
upon receipt of an undertaking by or on behalf of the Trustee or officer to
repay such amount if upon final disposition thereof he shall not be entitled
to indemnification.

    The rights of indemnification hereby provided shall not be exclusive of
or affect any other right to which any Trustee or officer may be entitled and
all such rights shall inure to the benefit of his heirs, executors,
administrators and other legal representatives. Such other rights shall
include the powers,immunities and rights of reimbursement which would be
allowable under the laws of the Commonwealth of Massachusetts were the
association a business corporation organized under such laws.

    NU also maintains an insurance policy that insures its Trustees and
officers against certain liabilities.

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

      15              Letter re Unaudited Interim Financial Information

      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.  Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar volume of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective 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 of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and
Exchange 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 director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, 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 Berlin, State of
Connecticut, on this 14th day of June, 2001.


                               NORTHEAST UTILITIES


                                  By  /s/ David R. McHale
                                  David R. McHale
                                  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 dates indicated.  The registrant and each person whose
signature appears below hereby constitute David R. McHale, Gregory B. Butler,
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            June 14, 2001
Michael G. Morris            President and Chief Executive
                             Officer and a Trustee
                             (principal executive officer)


/s/ John H. Forsgren         Vice Chairman, Executive Vice        June 14, 2001
John H. Forsgren             President and Chief Financial Officer
                             and a Trustee
                             (principal financial officer)


/s/ John J. Roman            Vice President and Controller        June 14, 2001
John J. Roman                (principal accounting officer)


                             Trustee                              June 14, 2001
Cotton M. Cleveland


                             Trustee                              June 14, 2001
Sanford Cloud, Jr.


/s/ William F. Conway        Trustee                              June 14, 2001
William F. Conway


/s/ E. Gail de Planque       Trustee                              June 14, 2001
E. Gail de Planque


/s/ Raymond L. Golden        Trustee                              June 14, 2001
Raymond L. Golden


                             Trustee                              June 14, 2001
Elizabeth T. Kennan


/s/ Emery G. Olcott          Trustee                              June 14, 2001
Emery G. Olcott


/s/ William J. Pape II       Trustee                              June 14, 2001
William J. Pape II


                             Trustee                              June 14, 2001
Robert E. Patricelli


/s/ John F. Swope            Trustee                              June 14, 2001
John F. Swope


                             Trustee                              June 14, 2001
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 Berlin, State
of Connecticut, on this 14th day of June, 2001.


                    NORTHEAST UTILITIES EMPLOYEE SHARE PURCHASE PLAN II


                    By  /s/ Jean M. LaVecchia
                    Jean M. LaVecchia
                    Vice President - Human Resources and Environmental Services
                    Northeast Utilities Service Company

EX-99

Exhibit 5 Opinion re Legality

June 14, 2001

Northeast Utilities
107 Selden Street
Berlin, Connecticut 06037

Dear Sirs:

     In connection with the proposed offering and sale by Northeast Utilities
(the "Company") of not to exceed an aggregate of 2,000,000 of its common
shares, $5.00 par value (the "Shares") pursuant to the terms of the Northeast
Utilities Employee Share Purchase Plan II ("Plan"), the Company is filing
with the Securities and Exchange 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, when the actions as hereinafter set forth shall have been
taken, the Shares, when issued and sold in accordance with the terms of the
Plan, will have been legally issued and will be fully paid and non-
assessable:

          (a) The Registration Statement shall have been filed with the
Securities and Exchange Commission and shall have become effective;

          (b) the Securities and Exchange Commission shall have approved the
issuance of the Shares pursuant to the Public Utilities Holding Company Act
of 1935;

          (c) The common shareholders of the Company shall have approved the
issuance and sale of the Shares in accordance with the terms of the Plan;

          (d) The Compensation Committee of the Board of Trustees of the
Company shall have authorized Grants (as defined therein) pursuant to the
Plan;

     and

          (e) The Shares shall have been appropriately issued and delivered
to the purchaser, purchasers, grantee, or grantees thereof in accordance with
the terms of the Plan and the consideration therefor received by the Company.

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


                                                 Very truly yours,

                                                 /s/ Richard M. Early

EX-99

Exhibit 15 Letter re Unaudited Interim Financial Information





To Northeast Utilities:

We are aware that Northeast Utilities has incorporated by reference in its
Registration Statement its Form 10-Q for the quarter ended March 31, 2001,
which includes our report dated May 10, 2001 covering the unaudited interim
financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the
registration statement prepared or certified by our firm or a report prepared
or certified by our firm within the meaning of Sections 7 and 11 of the Act.





                                              /s/ Arthur Andersen LLP


 Hartford, Connecticut
 June 14, 2001

EX-99

Exhibit 23 Consents of Experts and Counsel




Consent of Independent Public Accountants


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 23, 2001
(except with respect to the matters discussed in Note 15, as to which the
date is March 13, 2001) included in Northeast Utilities Form 10-K for the
year ended December 31, 2000 and to all references to our Firm included in
this registration statement.


                                  /s/ Arthur Andersen LLP


Hartford, Connecticut
June 14, 2001