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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

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 (MM/DD/YYYY)

4/10/2012
(Street)

SPRINGFIELD, MA 01105
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/10/2012     A    10496   A   (1) 10496   D    
Common Shares   4/10/2012     A    18121   A   (2) 28617   D    
Common Shares   4/10/2012     A    14277   A   (3) 14227   I   By 401(k)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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) 4/10/2012     A      95736         (4)   (4) Common Shares   95736     (4) 95736   D    
Employee Stock Option   $24.74   4/10/2012     A      6560       1/24/2011   1/24/2018   Common Shares   6560     (5) 6560   D    
Employee Stock Option   $25.93   4/10/2012     A      13995       1/22/2012   1/22/2019   Common Shares   13995     (6) 13995   D    
Employee Stock Option   $26.90   4/10/2012     A      18368       1/28/2013   1/28/2020   Common Shares   18368     (7) 18368   D    

Explanation of Responses:
( 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.

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. 4/10/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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