EXHIBIT H


Form of Notice


     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 under the Act. 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) is/are
available for public inspection through the Commission's Branch
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 __________, 2003, to the Secretary,
Securities and Exchange Commission, Washington, D.C. 20549-0609,
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 the case of an attorney at law, by certificate)
should be filed with the request. Any request for hearing should
identify specifically the issues of facts 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 _______________, 2003 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-       )

     Northeast Utilities ("NU"), a public utility holding company
located at 174 Brush Hill Avenue, West Springfield, Massachusetts
01090 and registered under the Public Utility Holding Company Act
of 1935, as amended, and its subsidiary, Northeast Nuclear Energy
Company ("NNECO") located at 107 Selden Street, Berlin,
Connecticut 06037 (collectively, "Applicants") have filed an
application-declaration under Sections 6(a), 7, and 12(c) of the
Act and Rules 26(c)(3), 42, 43, 44 and 46(a) thereunder.

     Applicants request authorization, through December 31, 2004,
for NNECO to pay dividends to and/or repurchase stock from NU out
of capital or unearned surplus in the full amount permitted by
law. 

     Applicants state that NNECO is a service company under the
Act whose sole activity was to act as agent for the NU System
companies and other New England utilities in operating the
Millstone Nuclear generating facilities located in Waterford,
Connecticut ("Millstone"). Up until March 2001, such facilities
were owned jointly by The Connecticut Light and Power Company
("CL&P") and Western Massachusetts Electric Company ("WMECO"),
two public utility subsidiaries of NU and affiliates of NNECO,
and other nonaffiliated utility companies.  In March 2001, CL&P
and WMECO, along with other joint owners of Millstone, sold their
interests in Millstone to a subsidiary of Dominion Resources,
Inc.  Applicants state that as a result of such sale, NNECO is
now largely inactive and winding up its role in managing
Millstone.  NU, in an effort to simplify its corporate structure
intends to eventually liquidate and dissolve NNECO.

     Applicants assert that any dividends paid by NNECO pursuant
to the authorization sought in this file would be paid in
accordance with state law and thus, the payment of dividends to
NU out of capital would not cause NNECO to face adverse financial
consequences as a result of such payment of dividends.

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


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 Connecticut State law allows payments of dividends provided
that such payments do not render the company insolvent.



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