EXHIBIT H
FORM OF NOTICE

     Notice is hereby given that the following filing(s) has/have been made with
the Commission under 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
_________, 2004, 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 _______, 2004 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. (70-10184)

Northeast Utilities ("NU"), located at 174 Brush Hill Avenue, West
Springfield, MA 01090-0010, a registered holding company under the Public
Utility Holding Company Act of 1935, as amended (the "Act") and The
Connecticut Light and Power Company and its subsidiary CL&P Receivables
Corporation, Western Massachusetts Electric Company, Public Service Company
of New Hampshire and it subsidiary Properties, Inc., Holyoke Water Power
Company and its subsidiary Holyoke Power and Electric Company, North Atlantic
Energy Corporation, North Atlantic Energy Service Corporation, Northeast
Nuclear Energy Company, The Rocky River Realty Company, The Quinnehtuk
Company, Charter Oak Energy, Inc., and Northeast Utilities Service Company,
each a wholly-owned subsidiary of NU, Yankee Energy System, Inc., a wholly-
owned public utility holding company subsidiary of NU and its wholly-owned
subsidiaries, Yankee Gas Services Company, Yankee Energy Financial Services
Company, Yankee Energy Services Company and NorConn Properties, Inc.; and NU
Enterprises, Inc., a wholly owned nonutility holding company subsidiary of
NU, and its direct and indirect wholly-owned subsidiaries, Northeast
Generation Company, Northeast Generation Services Company and its
subsidiaries, NGS Mechanical, Inc., E. S. Boulos Company, and Woods
Electrical Company, Inc., Select Energy, Inc. and its subsidiary Select
Energy New York, Inc., Select Energy Services, Inc., and its subsidiaries
Reeds Ferry Supply, Co., Inc., HEC/Tobyhanna Energy Project, Inc. and Select
Energy Contracting, Inc., Mode 1 Communications, Inc. and Woods Network
Services, Inc.,  (collectively, the "Subsidiaries" and collectively with NU,
the "Applicants") have filed an application/declaration (the "Application")
pursuant to Section 12 of the Act and Rule 45 thereunder to seek approval for
the amendment of the NU System Tax Allocation Agreement such that NU will
retain the benefit (in the form of the reduction in consolidated tax) that is
attributable to tax losses incurred by it in connection with the Acquisition
Debt (as defined herein), rather than generally provide such tax benefit to
its Subsidiaries.

Applicants state that n March 1, 2000, NU acquired Yankee Energy System, Inc.
("Yankee Energy"). In connection with this acquisition, on March 1, 2000, NU
entered into a $266 million one-year bank term loan facility under which $263
million was borrowed.  Applicants state that this loan facility was
refinanced such that in April 2002, NU issued $263 million of 10-year senior
unsecured notes carrying a coupon rate of 7.25% which mature April 1, 2012.
According to the Applicants, the annual interest payment on the YES Debt is
approximately $19.1 million. For purposes of this Notice, "Acquisition Debt"
means the YES Debt and indebtedness that may be incurred by NU to refinance
such indebtedness.

The Applicants request that the Commission authorize NU and its
subsidiaries to amend and restate the NU systems current Tax Allocation
Agreement, as amended in a manner such that NU will retain the benefit
attributable to tax losses it incurs in connection with the Acquisition Debt,
rather than reallocate such benefit to its Subsidiaries. This would be
effective for the tax year beginning January 1, 2004 and end when the
Acquisition Debt, and any refinancings thereof, have been paid off.

Applicants state that in this respect, the proposed amended tax allocation
agreement does not comply with all of the requirements of Rule 45(c) and
requires Commission approval. According to Applicants the proposed amended
tax allocation agreement will have the effect of assigning the tax benefit
associated with the interest expense on the Acquisition Debt to the entity
that is legally obligated for its payment - NU.  At the same time, in
accordance with Rule 45(c)(2), the portion of the consolidated tax allocated
to any of the Subsidiaries will not exceed the "separate return tax" of such
Subsidiary (the "separate return limitation"). Thus, the proposed amended tax
allocation agreement will not have the effect of shifting a larger portion of
the group's tax liability to any member of the group than such company would
otherwise pay on a separate return basis.

Applicants state that other than this request, the consolidated tax would
generally be allocated among the members of the group in proportion to the
separate return tax of each member, provided that the tax apportioned to any
subsidiary of NU will not exceed the "separate return tax" of such subsidiary
with NU allocating the benefits of its own losses generally to its
Subsidiaries. This is the method of allocation required under Rule
45(c)(2)(ii).

Applicants state that the Acquisition Debt was not incurred to fund
investments in NU's subsidiaries, but rather to acquire the equity of Yankee
Energy.  Such debt represents indebtedness of NU, issued based on its
creditworthiness and is non-recourse to the subsidiaries.  By incurring the
Acquisition Debt, NU states that it is creating tax deductions that are non-
recourse to its subsidiaries. As a result, NU should retain the benefits of
those tax credits.  Importantly, according to the Applicants, NU could not,
without the approval of the commissions having jurisdiction over rates of its
utility subsidiaries, recover in rates of  such utility subsidiaries any
costs, including the interest on the Acquisition Debt, associated with the
acquisition of Yankee Energy, thus the allocation of tax under the proposed
amended tax allocation agreement would not result in any detriment to the
customers of NU's utility Subsidiaries.

The Applicants state that NU's circumstances are substantially similar to
those presented in other orders issued by the Commission concerning tax
allocation agreements. According to the Applicants the proposed amended tax
allocation agreement will not lead to the kinds of abuses Section 12 was
intended to prevent (e.g., prohibition on upstream loans) and is not a device
for transferring NU's expenses to its subsidiaries and NU's subsidiaries'
allocated share of the consolidated return liability will be no greater than
it would be if calculated on a separate return basis, as required by Rule
45(c).  Applicants state that the utility Subsidiaries are not obligated,
directly or indirectly, on the Acquisition Debt and the proposed amended tax
allocation agreement will not have the effect of shifting NU's tax losses
incurred by it in connection with the Acquisition Debt to the utility
subsidiaries. Finally, according to the Applicants, the Acquisition Debt has
not affected the utility subsidiaries' financial position or credit, as
evidenced by their credit ratings, their projected capitalization ratios and
cash flow.

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