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) July 24, 2006

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NORTHEAST UTILITIES

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(Exact name of registrant as specified in its charter)

MASSACHUSETTS	1-5324	04-2147929
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(State or other jurisdiction of organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

ONE FEDERAL STREET, BUILDING 111-4, SPRINGFIELD

MASSACHUSETTS                        01105

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(Address of principal executive offices)  (Zip Code)

(860) 665-5000

(Registrant's telephone number, including area code)

Not Applicable

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(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Section 1 -

Registrants’ Business Operations

Item 1.01

Entry into a Material Definitive Agreement

On July 24, 2006, under the agreements described below, Energy Capital Partners I, LP (“ECP”) affiliates have agreed to purchase the competitive generation assets of Northeast Utilities (“NU”) in Connecticut and Massachusetts for $1.34 billion, including the assumption of $320 million in debt.

The material definitive agreements, each dated July 24, 2006, are as follows:

- NU’s subsidiary NU Enterprises, Inc. (“NUEI”) entered into a Stock Purchase Agreement with NE Energy, Inc. (“NEEI”), an affiliate of ECP, under which NEEI has agreed to purchase all of the common shares of NUEI’s subsidiary Northeast Generation Company (“NGC”).  NGC owns 14 electric generating plants in Connecticut and Massachusetts with a total output of 1,296 megawatts.

- NU’s subsidiaries Northeast Generation Services Company (“NGS”), Select Energy, Inc. (“SEI”) and Northeast Utilities Service Company (“NUSCO”) entered into a Purchase and Sale Agreement with NEEI, under which NEEI will acquire certain assets and assume certain liabilities related to the foregoing purchase of shares of NGC.

- NU’s subsidiary Holyoke Water Power Company (“HWP”) entered into a Purchase and Sale Agreement with another ECP affiliate, Mt. Tom Generating Company LLC (“MTGC”), under which MTGC has agreed to purchase HWP’s 146 megawatt coal fired generating plant and assume certain liabilities related thereto.

- NU entered into three separate Guaranties as to certain of the respective obligations of NUEI, NGS, SEI and NUSCO and HWP under the foregoing three agreements.

- ECP entered into three separate Guaranties as to certain of the respective obligations of NEEI and MTGC under the foregoing three agreements.

Neither ECP, NEEI or MTGC, nor any affiliate thereof, have any material relationship with NU or any of its affiliates other than in respect of the foregoing agreements and transactions and arrangements related thereto.

A copy of the joint NU-ECP news release further describing this transaction is attached as Exhibit 99 and is incorporated herein by reference thereto.  

For further information, reference is made to Financial Condition and Business Analysis in NU’s 2005 Annual Report on Form 10-K, as amended for discontinued operations presentation by Form 8-K dated June 7, 2006, and its Quarterly report on Form 10-Q for the period ended March 31, 2006.

Section 9    -

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits

(c)

Exhibits

Exhibit	Description
Exhibit 99	Northeast Utilities News Release dated July 24, 2006.

[SIGNATURE PAGE TO FOLLOW]

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/ Randy A. Shoop

Name:  Randy A. Shoop

Title:    Vice President and Treasurer

Date:  July 26, 2006

EX-99

Exhibit 99

NU LOGO ENERGY CAPITAL PARTNERS LOGO

News Release

NU CONTACTS:	Mary Jo Keating (Media)	Jeffrey R. Kotkin (Investors)
OFFICE:	(860) 665-5181	(860) 665-5154
ECP CONTACT:	Rahul Advani
OFFICE:	(973) 671-6085

Northeast Utilities to Sell Competitive Generation Business

to Energy Capital Partners

BERLIN, Conn., and SHORT HILLS, New Jersey, July 24, 2006 – Northeast Utilities (NYSE: NU) and Energy Capital Partners (ECP) announced today that ECP has agreed to purchase NU’s competitive generation assets in Connecticut and Massachusetts for $1.34 billion, including the assumption of $320 million in debt.  

Energy Capital Partners is a private equity firm whose management has substantial experience leading successful energy companies and investing in North America’s energy infrastructure.

The sale includes 15 generating plants at 14 sites with a total output of 1,442 megawatts, the largest of which is the 1,080-megawatt Northfield Mountain pumped-storage facility located in Northfield, Massachusetts and owned by NU Enterprises, Inc. subsidiary Northeast Generation Company.  Also included is Mt. Tom Station, a 146-megawatt coal-fired plant in Holyoke, Massachusetts, owned by NU subsidiary Holyoke Water Power Company.  

“This sale is another significant step toward the complete divestiture of our competitive businesses,” said Charles W. Shivery, NU’s Chairman, President and Chief Executive Officer.  “Going forward, our focus centers on our regulated utility operations, through which we’re building infrastructure projects critical to improving New England’s energy service reliability.”

“We are very enthusiastic about the competitive generation business owing to the outstanding track record and credentials of the employees as well as the exceptional quality of the asset fleet,” said Sarah Wright, a Partner of ECP.  “We look forward to working collaboratively with the employees, community and other stakeholders to grow a reliable and profitable regional company.  We are also dedicated to achieving a seamless transition for all employees and neighboring members of the community.”

The sale is expected to close by the end of 2006.  NU will use sale proceeds to invest in its regulated businesses, retire debt and pay taxes.

The sale is subject to certain regulatory approvals.  J.P. Morgan Securities Inc. acted as financial advisor to NU on the transaction.

For additional information about the companies, visit www.nu.comand www.ecpartners.com.

NU, a Fortune 500 energy company, operates New England’s largest energy delivery system, serving approximately 2 million customers in Connecticut, New Hampshire and Massachusetts.  NU is committed to safety, reliability and expanding consumers’ energy options.

Energy Capital Partners, with offices in Short Hills, NJ, and San Diego, CA, is a private equity firm dedicated to investing in energy businesses and infrastructure assets across North America.

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