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) February 23, 1999
                                                 -------------------
                       Commission File Number 1-5324
                                              ------

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


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


174 BRUSH HILL AVENUE, WEST SPRINGFIELD, MASSACHUSETTS    01090-0010
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 (Address of principal executive offices)                 (Zip Code)

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

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

ITEM 5. OTHER EVENTS

Adoption of Shareholder Rights Plan

   On February 23, 1999, the Board of Trustees of Northeast Utilities (NU) 
adopted a shareholder rights plan ("Rights Plan"), subject to regulatory 
approval, which is expected in 60 to 90 days.  A copy of the press release 
describing this action is attached hereto as Exhibit 99 and is incorporated 
herein in its entirety.  The description and terms of the new Rights are set 
forth in a proposed Rights Agreement by and between Northeast Utilities and 
Northeast Utilities Service Company, as Rights Agent.

   	Under the terms of the Rights Plan, when it becomes effective, NU 
shareholders will each receive a dividend in the form of one common share 
purchase right (a "Right") for each common share owned by the shareholder.  
Each Right will be exercisable only if a person or group acquires beneficial 
ownership of 15% or more of the outstanding common shares of NU (i.e. becomes 
an "Acquiring Person" as defined in the Rights Plan) or commences a tender or 
exchange offer to acquire beneficial ownership of 15% or more of NU's 
outstanding common shares.
 
    If any person becomes an Acquiring Person, then each Right will entitle 
its holder to purchase a certain number of common shares, depending on the 
then current market price, at a 50% discount.  Rights will not be exercisable 
by an Acquiring Person.  In addition, if after any person becomes an 
Acquiring Person, NU is involved in a merger or other business combination 
with another company and all or part of NU's  common shares are converted 
into other securities, cash, or property, or NU sells 50% of more of its 
assets or earning power to another company, each Right will entitle its 
holder to purchase a certain number of common shares, depending on the then 
current market price, of the ultimate parent of such other company at a 50% 
discount.

    NU generally will be entitled to redeem the Rights at $.001 per Right at 
any time before 10 days have elapsed after the first public announcement that 
a person has become an Acquiring Person.

    The Rights Plan, which is subject to approval by the Securities and 
Exchange Commission acting under the Public Utility Holding Company Act of 
1935, is intended to assure fair and equal treatment for all shareholders in 
the event of a hostile takeover attempt and to encourage a potential acquirer 
to negotiate with the Board of Trustees a fair price for all shareholders 
before attempting a takeover.  The adoption of the Rights Plan is not in 
response to any takeover offer or threat known to NU at this time. 



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

A press release announcing the adoption of a shareholders rights
plan is filed as Exhibit 99 to this Report.


                          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 
        	            David R. McHale
   			         		    Vice President and Treasurer

	Date:	February 25, 1999

EX-99

Exhibit 99 


Contact:	Gail Jamin
Office:		(860) 665-5221


Northeast Utilities Announces New Shareholder Rights Plan

  	BERLIN, Connecticut, February 25, 1999 - The Board of Trustees of 
Northeast Utilities (NU) has adopted a Shareholder Rights Plan designed to 
protect its shareholders in the event of an unsolicited bid to acquire the 
company.

  	The plan was adopted to ensure fair and equitable treatment for all 
shareholders, and to encourage any unsolicited acquirer to negotiate a fair 
price for NU's shares with the Board. The plan will take effect upon approval 
of the Securities and Exchange Commission, expected in approximately 60 to 90 
days.

  	"Adopting such a plan is the right thing to do at this time to protect 
the interests of our shareholders and assure that the best value for our 
company is realized in any business combination," said Michael G. Morris, NU 
chairman, president and chief executive officer.

  	"The Shareholder Rights Plan will afford the Board adequate time to 
consider a takeover proposal and, if appropriate, to explore strategic 
alternatives. It will force any potential unsolicited acquirer to negotiate 
directly with the Board for the benefit of all shareholders, and to provide 
an appropriate premium for a controlling portion of outstanding shares.  The 
plan will not prevent takeover attempts nor have an impact on the company's 
ability to negotiate a friendly transaction, and does not limit the company's 
flexibility in any way."

  	NU shareholders each will receive one common share purchase right for 
each common share they own.  Each right will be exercisable only if a person 
or group acquires, or offers to acquire, ownership of 15 percent or more of 
the outstanding common shares of NU.

  	If any person or group becomes an unsolicited acquirer, then each right 
will entitle its holder to purchase a certain number of common shares, 
depending on the then current market price, at a 50 percent discount.  The 
rights are not exercisable by an unsolicited acquirer.  NU's Board may choose 
to redeem the rights before they become exercisable.  

   	Northeast Utilities is New England's largest electric utility, serving 
1.7 million customers in Connecticut, New Hampshire and Western 
Massachusetts.