As filed with the Securities and Exchange Commission on March 25, 2008

Registration No. 333-52413    

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NORTHEAST UTILITIES

(Exact Name of Registrant as Specified in its Charter)

 (Exact Name of Registrant as Specified in Its Charter)

Massachusetts (State of Incorporation)	04-2147929 (IRS Employer Identification Number)
One Federal Street, Building 111-4, Springfield, MA 01105     (413) 785-5871 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices)

Northeast Utilities Incentive Plan

(Full Title of the Plan)

Kerry J. Kuhlman

Vice President and Secretary

Northeast Utilities Service Company
107 Selden Street
Berlin, CT 06037
(860) 665-5000
(Name, address and telephone number, including area code, of Agent for Service)

This Post-Effective Amendment No. 1 to Form S-8 Registration Statement is being filed solely to remove from registration securities that were registered and will not be issued in connection with the Registrant’s offering.

      On May 12, 1998, Northeast Utilities (the “Registrant”) filed its Registration Statement on Form S-8 (No. 333-52413) (the “Registration Statement”) with the Securities and Exchange Commission with respect to 3,000,000 of the Registrant’s common shares which were to be issued in connection with the Registrant’s Incentive Plan (the “Plan”).

      On May 8, 2007, the Plan was replaced by an Amended and Restated Incentive Plan and no further common shares will be issued under the Plan.

        Pursuant to the Registrant’s undertaking in Part II, Item 9 in the Registration Statement, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to withdraw the Registration Statement, including all exhibits to the Registration Statement, with respect to all unsold shares of Registrant common shares registered under the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Berlin, State of Connecticut, on this 25^th day of March, 2008.

NORTHEAST UTILITIES (REGISTRANT)
By:	/s/ Charles W. Shivery Charles W. Shivery Chairman of the Board, President and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Charles W. Shivery Charles W. Shivery	Chairman of the Board, President and Chief Executive Officer and a Trustee	March 25, 2008
/s/ David R. McHale David R. McHale	Senior Vice President and Chief Financial Officer	March 25, 2008
/s/ Shirley M. Payne Shirley M. Payne	Vice President—Accounting and Controller	March 25, 2008
Richard H. Booth	Trustee	March 25, 2008

* Cotton M. Cleveland	Trustee	March 25, 2008
Sanford Cloud, Jr.	Trustee	March 25, 2008
James F. Cordes	Trustee	March 25, 2008
* E. Gail de Planque	Trustee	March 25, 2008
John G. Graham	Trustee	March 25, 2008
* Elizabeth T. Kennan	Trustee	March 25, 2008
Kenneth Liebler	Trustee	March 25, 2008
* Robert E. Patricelli	Trustee	March 25, 2008
* John F. Swope	Trustee	March 25, 2008

*By:  /s/ Jeffrey C. Miller          Jeffrey C. Miller         Attorney-in-Fact
March 25, 2008

Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Berlin, State of Connecticut, on this 25^th day of March, 2008.

NORTHEAST UTILITIES INCENTIVE PLAN

By:  /s/ Jean M. LaVecchia

       Jean M. LaVecchia

       Vice President – Human Resources

       Northeast Utilities Service Company