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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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):  March 4, 2011

NORTHEAST UTILITIES

(Exact name of registrant as specified in its charter)

Massachusetts	001-5324	04-2147929
(State or other jurisdiction of organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Federal Street, Building 111-4 Springfield, Massachusetts	01105
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 665-5000

Not Applicable

(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 (see General Instruction A.2. below):

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

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

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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 5

Corporate Governance and Management

Item 5.07

Submission of Matters to a Vote of Security Holders.

On March 4, 2011, Northeast Utilities held a special meeting of shareholders (the “Special Meeting”) in connection with the Agreement and Plan of Merger, dated as of October 16, 2010, as amended on November 1, 2010 and December 16, 2010, by and among Northeast Utilities, Northeast Utilities Holding Energy 1 LLC, Northeast Utilities Holding Energy 2 LLC and NSTAR (the “Merger Agreement”).  The proposals submitted to shareholders of Northeast Utilities at the Special Meeting were as follows:

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Proposal 1:  Adopt the Merger Agreement and approve the merger, and to issue Northeast Utilities common shares to NSTAR shareholders pursuant to the merger.

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Proposal 2:  Increase the number of Northeast Utilities common shares authorized for issuance.

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Proposal 3:  Fix the number of trustees of the Northeast Utilities board of trustees at 14.

Each proposal is described in detail in the joint proxy statement/prospectus filed with the Securities and Exchange Commission on January 5, 2011.

The voting results for each proposal, including the numbers of votes cast for, against or withheld, and the number of abstentions and broker non-votes, are set forth below. The shareholders voted to approve Proposals 1, 2 and 3.  In connection with the Special Meeting, Northeast Utilities also solicited proxies with respect to the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies. As there were sufficient votes from Northeast Utilities shareholders to approve Proposals 1, 2 and 3, adjournment of the Special Meeting to solicit additional proxies was unnecessary and the adjournment proposal was not submitted to Northeast Utilities shareholders for approval at the Special Meeting.

Proposal 1:

Adopt the Merger Agreement and approve the merger, and to issue Northeast Utilities common shares to the NSTAR shareholders pursuant to the merger

Votes For	Votes Against	Abstentions	Broker Non-Votes
140,165,555	2,520,727	540,096	*

Proposal 2:

Increase the number of Northeast Utilities common shares

Votes For	Votes Against	Abstentions	Broker Non-Votes
139,962,176	2,552,967	711,236	*

Proposal 3:

Fix the number of trustees of the Northeast Utilities board of trustees at 14

Votes For	Votes Against	Abstentions	Broker Non-Votes
138,278,746	4,210,460	737,176	*

* These were no Broker Non-Votes because all three proposals were non-discretionary.

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Section 8

Other Events

Item 8.01

Other Events.

On March 4, 2011, Northeast Utilities issued a news release announcing the results of the Special Meeting. The news release is attached as Exhibit 99.1 and is incorporated herein by reference.

Section 9

Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.  

Exhibit Number	Description
99.1	News release, dated March 4, 2011, issued by Northeast Utilities announcing the Special Meeting results.

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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)

March 4, 2011

By:

/S/ JAY S. BUTH

Jay S. Buth

Vice President-Accounting and Controller

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EX-99

Exhibit 99.1

P. O. Box 270 Hartford, CT  06141-0270 56 Prospect Street Hartford, CT  06103-2818 (860) 665-5000 www.nu.com

News Release  

CONTACT:

Jeffrey R. Kotkin

(860) 728-4650

NU shareholders approve merger with NSTAR

HARTFORD, Connecticut, March 4, 2011 – Northeast Utilities (NYSE: NU) shareholders today voted to approve the merger between NU and NSTAR and to adopt additional proposals related to the merger.

At a special meeting of NU shareholders held this morning, approximately 98 percent of the shares that were voted were cast in favor of adopting the merger agreement and plan of merger between the two companies.  Approval required endorsement by two-thirds of NU’s approximately 176 million outstanding shares.  Approximately 140 million shares were voted in favor of the merger, including more than
90 percent of shares owned by employees and retirees.  NU shareholders also voted in favor of issuing additional NU shares needed to complete the merger and in favor of fixing NU’s number of trustees at 14.

“We are pleased with this overwhelming endorsement of our merger by NU’s shareholders who include tens of thousands of investors in Connecticut and Massachusetts,” said Charles W. Shivery, NU’s chairman, president and chief executive officer.  “We believe our combined businesses can offer significant benefits to our customers, our region, and our shareholders.”

Under the terms of the merger agreement, NSTAR shareholders will receive 1.312 common shares of Northeast Utilities for each common share of NSTAR they own.  Following completion of the merger, it is anticipated that NU shareholders would own approximately 56 percent and NSTAR shareholders would own approximately 44 percent of the combined company.  Subject to the conditions in the merger agreement, NU’s first quarterly dividend per common share declared after the completion of the merger will be increased to an amount that is equivalent, after adjusting for the exchange ratio, to the last quarterly dividend per NSTAR common share paid by NSTAR prior to the closing.

The merger has already satisfied one closing condition with the expiration of the pre-merger waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  The approval of the Federal Communications Commission satisfied another closing condition.  Other state and federal reviews are pending.

Northeast Utilities (NYSE: NU), a Fortune 500 and Standard & Poor’s 500 energy company based in Connecticut, operates New England’s largest energy delivery system. NU is committed to safety, reliability, environmental leadership and stewardship, and expanding energy options for its more than 2 million electricity and natural gas customers. For more information on Northeast Utilities and its subsidiaries, visit the NU family of Web sites at www.nu.com.

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Information Concerning Forward-Looking Statements

In addition to historical information, this communication may contain a number of “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.  Words such as anticipate, expect, project, intend, plan, believe, and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements.  Forward-looking statements relating to the proposed merger include, but are not limited to: statements about the benefits of the proposed merger involving NSTAR and Northeast Utilities, including future financial and operating results; NSTAR’s and Northeast Utilities’ plans, objectives, expectations and intentions; the expected timing of completion of the transaction; and other statements relating to the merger that are not historical facts.  Forward-looking statements involve estimates, expectations and projections and, as a result, are subject to risks and uncertainties.  There can be no assurance that actual results will not materially differ from expectations.  Important factors could cause actual results to differ materially from those indicated by such forward-looking statements.  With respect to the proposed merger, these factors include, but are not limited to: the risk that NSTAR or Northeast Utilities may be unable to obtain governmental and regulatory approvals required for the merger, or required governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could reduce the anticipated benefits from the merger or cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the length of time necessary to consummate the proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; the effect of future regulatory or legislative actions on the companies; and the risk that the credit ratings of the combined company or its subsidiaries may be different from what the companies expect. These risks, as well as other risks associated with the merger, are more fully discussed in the joint proxy statement/prospectus that is included in the Registration Statement on Form S-4 (Registration No. 333-170754) that was filed by Northeast Utilities with the SEC in connection with the merger.  Additional risks and uncertainties are identified and discussed in NSTAR’s and Northeast Utilities’ reports filed with the SEC and available at the SEC’s website at www.sec.gov.  Forward-looking statements included in this document speak only as of the date of this document.  Neither NSTAR nor Northeast Utilities undertakes any obligation to update its forward-looking statements to reflect events or circumstances after the date of this document.

Additional Information and Where To Find It

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval.  In connection with the proposed merger between Northeast Utilities and NSTAR, Northeast Utilities filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-170754)  that includes a joint proxy statement of Northeast Utilities and NSTAR that also constitutes a prospectus of Northeast Utilities. Northeast Utilities and NSTAR mailed the definitive joint proxy statement/prospectus to their respective shareholders, on or about January 5, 2011. Northeast Utilities and NSTAR urge investors and shareholders to read the joint proxy statement/prospectus regarding the proposed merger, as well as other documents filed with the SEC, because they contain important information.  You may obtain copies of all documents filed with the SEC regarding this proposed transaction, free of charge, at the SEC’s website (www.sec.gov).  You may also obtain these documents, free of charge, from Northeast Utilities’ website (www.nu.com) under the tab “Investors” and then under the heading "Financial/SEC Reports.”  You may also obtain these documents, free of charge, from NSTAR’s website (www.nstar.com) under the tab “Investor Relations.”

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