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 or Section 30(h) of the Investment Company Act of 1940
                      

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)      __ X __ Other (specify below)
Chrmn of Bd, President & CEO / Trustee
(Last)          (First)          (Middle)

C/O NORTHEAST UTILITIES, 300 CALDWELL DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/19/2014
(Street)

SPRINGFIELD, MA 01104
(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, $5.00 par value   6/19/2014     M    208608   A $25.93   526006   (1) D    
Common Shares, $5.00 par value   6/19/2014     S (2)    208608   D $47.0879   (3) 317398   (1) D    
Common Shares, $5.00 par value                  64266   (4) I   401k Plan  

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
Employee Stock Option (Right to Buy)   $25.93   6/19/2014     M         208608    1/22/2012   1/22/2019   Common Shares, $5.00 par value   208608   $0   0   D    
Phantom Shares     (5)                    (5)   (5) Common Shares, $5.00 par value   863107   (5)   863107   (5) D    

Explanation of Responses:
( 1)  Includes restricted share units and dividend equivalents thereon.
( 2)  The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 22, 2014.
( 3)  The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.00 to $47.31, 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 the number of shares sold within the range set forth above.
( 4)  Shares held in trust under the Northeast Utilities Service Company 401k Plan, a qualified plan, according to information supplied by the Plan's record keeper.
( 5)  Reporting Person's deferred compensation under the Northeast Utilities Deferred Compensation Plan for Executives, a non-qualified deferred compensation plan, that is nominally invested as common shares. Each phantom share represents the right to receive the cash value of one NU common share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from line item reporting under SEC Rule 16a-11.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MAY THOMAS J
C/O NORTHEAST UTILITIES
300 CALDWELL DRIVE
SPRINGFIELD, MA 01104

Chrmn of Bd, President & CEO Trustee

Signatures
/s/ Kerry J. Tomasevich, attorney-in-fact for Mr. May 6/23/2014
** 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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