FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * MAY THOMAS J   2. Issuer Name and Ticker or Trading Symbol NORTHEAST UTILITIES [NU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President, CEO & Trustee (Last) (First) (Middle) C/O NORTHEAST UTILITIES, ONE FEDERAL STREET, BUILDING 111-4 3. Date of Earliest Transaction (Month/Day/Year) 10/17/2012 (Street) SPRINGFIELD, MA 01105 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares, $5.00 par value 10/17/2012   M   262,400 A $ 18.45 632,136 D   Common Shares, $5.00 par value 10/17/2012   M   73,682 A $ 22.57 705,818 D   Common Shares, $5.00 par value 10/17/2012   S   336,082 D $ 39.5604 (1) 369,736 D   Common Shares, $5.00 par value 10/18/2012   M   188,718 A $ 22.57 558,454 D   Common Shares, $5.00 par value 10/18/2012   S   188,718 D $ 39.5231 (2) 369,736 D   Common Shares, $5.00 par value               61,190 I 401k Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (Right to Buy)

$ 18.45

10/17/2012

M

262,400

04/28/2007

04/28/2014

Common Shares, $5.00 par value

262,400

$ 0

0

D

Employee Stock Option (Right to Buy)

$ 22.57

10/17/2012

M

73,682

06/09/2008

06/09/2015

Common Shares, $5.00 par value

73,682

$ 0

188,718

D

Employee Stock Option (Right to Buy)

$ 22.57

10/18/2012

M

188,718

06/09/2008

06/09/2015

Common Shares, $5.00 par value

188,718

$ 0

0

D

Phantom Shares

(3)

(3)

(3)

Common Shares, $5.00 par value

818,977

818,977

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAY THOMAS J C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD, MA 01105			President, CEO & Trustee

Signatures

Samuel K. Lee, attorney-in-fact for Mr. May		10/19/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.50 to $39.72, inclusive. The reporting person undertakes to provide Northeast Utilities, any security holder of Northeast Utilities, or the staff of the Securities and Exchange Commission, upon request, full information regarding number of shares sold at each separate price within the ranges set forth in footnotes (1) and (2) to this Form 4.
(2)	The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.50 to $39.58, inclusive.
(3)	Phantom shares held in the NSTAR Deferred Compensation Plan. Each phantom share represents the right to receive the cash value of one Common Share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from the line item reporting under SEC Rule 16a-11.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.