8-K

               SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C. 20549-1004

                            FORM 8-K

                         CURRENT REPORT

             Pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported)
                          May 19, 2004
                       -------------------
                  Commission File Number 1-5324
                             ------


                       NORTHEAST UTILITIES
                      --------------------
     (Exact name of registrant as specified in its charter)


          MASSACHUSETTS                        04-2147929
          -------------                        ----------

    (State or other jurisdiction of          (I.R.S. Employer
   incorporation or organization)          Identification No.)


174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS 01090-0010
- -----------------------------------------------------------------

            (Address of principal executive offices)
                           (Zip Code)


                         (413) 785-5871
                         --------------
      (Registrant's telephone number, including area code)


                         Not Applicable
                         --------------
  (Former name or former address, if changed since last report)

Item 5.  Other Events

     On May 19, 2004, Northeast Utilities ("NU) issued a news release
relating to a decision by the court hearing its merger litigation with
Consolidated Edison.  The news release is filed with this Form 8-K as
Exhibit 99.1.

                          Exhibit Index

Exhibit 99.1   Northeast Utilities News Release dated May 19,
2004.




                            SIGNATURE

     Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.



                              NORTHEAST UTILITIES
                              (registrant)


                              By: /s/ David R. McHale
`                                 Name: David R. McHale
                                  Title:  Vice President and Treasurer


Date: May 19, 2004

EX-99

Exhibit 99.1

News Release

Contacts: Al Lara
Office: (860) 665-5527



         Court rules on motions in Con Ed litigation
    Northeast Utilities to seek appellate court review of
   decision [Court decision attached to bottom of release]


BERLIN, Connecticut, May 19, 2004 - A federal judge has
ruled that only shareholders who owned shares in Northeast
Utilities (NYSE: NU) on March 5, 2001 -- the date of Con
Edison's alleged breach of its 1999 merger agreement with NU
- -- were entitled to claim the lost $1 billion merger
premium.

NU had contended that the right to recover the premium "ran
with" NU's shares and was transferred by sellers to
subsequent purchasers of the shares, just as the right to
claim the merger consideration passed from seller to
purchaser before Con Ed's breach.

The decision by Judge John G. Koeltl in the U.S. District
Court for the Southern District of New York resolved motions
filed by NU and Con Ed that were filed after shareholder
Robert Rimkowski was permitted to intervene in the case in
December 2003.

NU noted, however, that the court had described its ruling
as "an issue of first impression with little case law that
is even closely analogous," and had therefore certified the
matter for immediate interlocutory review by the federal
Court of Appeals for the Second Circuit. In so doing, the
judge noted that "there is substantial ground for difference
of opinion" with respect to his ruling, and that "this is an
'exceptional case' where early appellate review will
materially advance the termination of the litigation and
'avoid protracted and expensive litigation.'"

The court also certified for immediate review its prior
decision, on March 14, 2003, that "NU's shareholders are
intended third-party beneficiaries [under the Merger
Agreement] who have the right to pursue a claim against Con
Ed for breach of the Agreement."

Al Lara, a spokesperson for NU, stated, "NU remains
convinced that Con Ed's refusal to close the parties' Merger
Agreement was wrongful, and that Con Ed is liable for the
more than $1.1 billion merger premium, together with
interest at 9 percent from the date of the breach, as
provided by New York law. NU further believes that the right
to the merger consideration 'runs with' the NU shares, and
belongs to current shareholders. While we are obviously
disappointed that the trial judge did not agree, we are
pleased that he recognized that this is 'an issue of first
impression' as to which "there is substantial ground for
difference of opinion,' and that he certified the matter for
immediate appeal to the Second Circuit."

Lara said there is no guarantee that the appellate court
will heed the lower court's suggestion that it hear an
appeal at this point, but he stated that NU was hopeful that
the appellate court would review the ruling, given its
uniqueness and the lower court's strong language urging the
appellate court to do so now. Lara stated that NU expected
to file its request for appellate review very promptly.

The PDF below is an attachment with the judge's decision.
[To view the decision, please access the following link:

http://nuwnotes1.nu.com/apps/corporatecommunications
/empinfo.nsf/0/2FA3938268580F1785256E99004AA3E6?OpenDocument ]




This press release includes forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995, which are statements of future
expectations and not facts. Actual results or developments
might differ materially from those included in the forward-
looking statements because of factors such as competition
and industry restructuring, changes in economic conditions,
changes in historical weather patterns, changes in laws,
regulations or regulatory policies, developments in legal or
public policy doctrines, technological developments and
other presently unknown or unforeseen factors. Other risk
factors are detailed from time to time in NU's reports to
the Securities and Exchange Commission.

Northeast Utilities (NYSE: NU) is a Fortune 500 diversified
energy company located in Connecticut with operations
throughout the Northeast. Through its competitive and
regulated subsidiaries, NU provides energy for home,
business, and life, with a full range of energy products and
services to millions of residential and business customers
from Maine to Maryland. From delivering electricity and
natural gas, to marketing energy products, to operating and
maintaining power plant facilities, NU is committed to
safety, reliability and expanding consumers' energy options.
For more information on Northeast Utilities and its
subsidiaries, visit the NU family of Web sites at
www.nu.com.