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

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1. Name and Address of Reporting Person * NOLAN JOSEPH R JR   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) SVP-Corporate Relations (Last) (First) (Middle) ONE FEDERAL STREET, BUILDING 111-4 3. Date of Earliest Transaction (Month/Day/Year) 04/10/2012 (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 04/10/2012   A   10,496 A (1) 10,496 D   Common Shares 04/10/2012   A   18,121 A (2) 28,617 D   Common Shares 04/10/2012   A   14,277 A (3) 14,227 I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Phantom Shares

(4)

04/10/2012

A

95,736

(4)

(4)

Common Shares

95,736

(4)

95,736

D

Employee Stock Option

$ 24.74

04/10/2012

A

6,560

01/24/2011

01/24/2018

Common Shares

6,560

(5)

6,560

D

Employee Stock Option

$ 25.93

04/10/2012

A

13,995

01/22/2012

01/22/2019

Common Shares

13,995

(6)

13,995

D

Employee Stock Option

$ 26.9

04/10/2012

A

18,368

01/28/2013

01/28/2020

Common Shares

18,368

(7)

18,368

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NOLAN JOSEPH R JR ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD, MA 01105			SVP-Corporate Relations

Signatures

/s/ Richard J. Morrison - Attorney in Fact for Joseph R. Nolan, Jr.		04/10/2012
**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)	Restricted share units, received in exchange for 8000 deferred share units of NSTAR in connection with the merger of NSTAR into Northeast Utilities (the "Merger"). On the date prior to the effective time of the Merger, the closing price of NSTAR's common shares was $47.65 per share, and the closing price of NU's common shares was $36.79 per share.
(2)	Received in exchange for 13,812 common shares of NSTAR pursuant to the Merger.
(3)	Received in exchange for 10,882 common shares of NSTAR in connection with the Merger.
(4)	Received in exchange for 72,970 phantom shares of NSTAR (deferred compensation obligation). Each phantom share is payable in one common share.
(5)	Received in the Merger in exchange for an employee stock option to acquire 5,000 shares of NSTAR for $32.45 per share.
(6)	Received in the Merger in exchange for an employee stock option to acquire 10,667 shares of NSTAR for $34.02 per share.
(7)	Received in the Merger in exchange for an employee stock option to acquire 14,000 shares of NSTAR for $35.28 per share.

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