EXHIBIT H.2

FORM OF PROPOSED NOTICE PUBLIC UTILITY HOLDING COMPANY ACT
OF 1935 Release No. 35-      /        , 2002

Filings Under the Public Utility Holding Company Act of 1935 ("Act")

Notice is hereby given that the following filing(s) has/have
been made with the Commission pursuant to provisions of the
Act and rules promulgated thereunder.  All interested
persons are referred to the application(s) and/or
declaration(s) for complete statements of the proposed
transaction(s) summarized below.  The application(s) and/or
declaration(s) and any amendment(s) thereto is/are available
for public inspection through the Commission's Office of
Public Reference.

Interested persons wishing to comment or request a hearing
on the application(s) and/or declaration(s) should submit
their views in writing by         , 2002 to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549,
and serve a copy on the relevant applicant(s) and/or
declarant(s) at the address(es) specified below. Proof of
service (by affidavit or, in case of an attorney at law, by
certificate) should be filed with the request.  Any request
for hearing shall identify specifically the issues of fact
or law that are disputed.  A person who so requests will be
notified of any hearing, if ordered, and will receive a copy
of any notice or order issued in the matter.  After said
date, the application(s) and/or declaration(s), as filed, or
as amended, may be granted and/or permitted to become
effective.

Northeast Utilities, et al.    (70-9343)

Northeast Utilities ("NU"), a registered holding company,
located at 174 Brush Hill Avenue, West Springfield, MA 01090-
0010, and NU's wholly-owned subsidiaries, Northeast
Utilities Service Company and NU Enterprises, Inc. ("NUEI"),
both located at 107 Selden Street, Berlin, Connecticut
06037, have filed an amendment to their application/declaration
pursuant to the Public Utility Holding Company Act of 1935, as
amended, and the related rules thereunder.

By Order dated November 12, 1998 (HCAR No. 35-26939) in this
File No. 70-9343, the Commission authorized, among other
things, (i) the formation and financing by NU of a
nonutility subsidiary holding company (NUEI) which will
engage, through multiple subsidiaries, in a variety of
energy related and other activities and (ii) the acquisition
by NUEI of the securities of Northeast Generation Company,
Northeast Generation Services Company, HEC Inc. (now known
as Select Energy Services, Inc.), Mode 1 Communications,
Inc. and Select Energy, Inc. (collectively, the "Nonutility
Subsidiaries").  The Commission, through subsequent orders
in this file, also authorized NU and NUEI to issue
guarantees or provide other forms of credit support or
enhancements (collectively, "Guarantees") to or for the
benefit of NUEI, NUEI's nonutility subsidiaries, and NU's
other to-be-formed direct or indirect energy-related
companies, as defined in rule 58 under the Act, in an
aggregate amount not to exceed $500 million (the "Guarantee
Limit"), at any one time, through December 31, 2002.  NU and
NUEI now seek to increase the Guarantee Limit to $750
million and to extend the date through which the Guarantees
may be provided through September 30, 2005.

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

Jonathan G. Katz, Secretary