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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000072741-01-500033.txt : 20010504
<SEC-HEADER>0000072741-01-500033.hdr.sgml : 20010504
ACCESSION NUMBER:		0000072741-01-500033
CONFORMED SUBMISSION TYPE:	U-1/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20010503

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORTHEAST UTILITIES SYSTEM
		CENTRAL INDEX KEY:			0000072741
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				042147929
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		U-1/A
		SEC ACT:		
		SEC FILE NUMBER:	070-09883
		FILM NUMBER:		1620868

	BUSINESS ADDRESS:	
		STREET 1:		174 BRUSH HILL AVE
		CITY:			WEST SPRINGFIELD
		STATE:			MA
		ZIP:			01090-0010
		BUSINESS PHONE:		4137855871

	MAIL ADDRESS:	
		STREET 1:		107 SELDON ST
		CITY:			BERLIN
		STATE:			CT
		ZIP:			06037-1616
</SEC-HEADER>
<DOCUMENT>
<TYPE>U-1/A
<SEQUENCE>1
<FILENAME>u1a70-9883amend1.txt
<DESCRIPTION>U-1A FOR NORTHEAST UTILITIES 5/3/01
<TEXT>

                                                       File No. 70-9883

                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                   Amendment No. 1 to
                                       FORM U-1
                                APPLICATION /DECLARATION
                                     under the
                     PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

                                      ***

                             Northeast Utilities
                            174 Brush Hill Avenue
                   West Springfield, Massachusetts 01090-0010
                  (Name of company filing this statement and
                       address of principal executive offices)

                                        ***

                                Northeast Utilities
                 (Name of top registered holding company parent
                          of each applicant or declarant)

                                         ***

                                Gregory B. Butler, Esq.
                Vice President, Secretary and General Counsel
                                 Northeast Utilities
                                    P.O. Box 270
                                Hartford, CT 06141-0270
                      (Name and address of agent for service)

The Commission is requested to mail signed copies of all orders, notices, and
communications to:

                                 Jeffrey C. Miller
                                Assistant General Counsel
                          Northeast Utilities Service Company
                                     P.O. Box 270
                               Hartford, CT 06141-0270

                                  Richard M. Early
                                    Senior Counsel
                          Northeast Utilities Service Company
                                     P.O. Box 270
                               Hartford, CT 06141-0270

<PAGE>

                The Application/Declaration is amended as follows:

A.   Paragraph 13 of Item 2 is amended to read as follows:

13.  None of such fees, commissions, or expenses are to be paid to any
associate company or affiliate of the Companies or any affiliate of any such
associate company except for financial, legal, and other services to be
performed at cost by NUSCO, an affiliated service company.  All of the stated
costs incurred by NUSCO, whether internal or external, will be charged to
Northeast Utilities.

B.   Item 3 is amended to read as follows:

ITEM 3. APPLICABLE STATUTORY PROVISIONS.

Sections 6(a) and 7 of the Act apply to the issuance by NU from time to time
of authorized but unissued shares and treasury shares in connection with the
Plan as described above. Section 12(e) of the Act and Rules 62 and 65
thereunder apply to the proxy solicitation as described above.

C.   An amended Exhibit A.2 is filed herewith.

<PAGE>

                              SIGNATURE

Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this statement to be signed on
its behalf by the undersigned hereunto duly authorized.

                              NORTHEAST UTILITIES


                              By /S/Richard M. Early
                              Its Attorney

Dated: May 3, 2001



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>u1a709883amend1ex-a2.txt
<DESCRIPTION>EXHIBIT A-2
<TEXT>

Exhibit A.2 - Draft of Proposed Proxy Solicitation


     2.  APPROVAL OF EMPLOYEE SHARE PURCHASE PLAN

    To encourage employee ownership of the Company, in 1998 the Board adopted
and  shareholders approved an employee share purchase plan (the "1998 Plan").
The  1998 Plan was terminated in December 2000 in anticipation of the  merger
of  the  Company  with  Consolidated Edison,  Inc.,  which  was  subsequently
abandoned.  The Board approved a new plan (the "Plan") on April 9,  2001,  to
be   effective  following  shareholder  and  regulatory  approval.  The  Plan
generally  provides all eligible employees of the Company  with  a  means  to
purchase, through payroll deductions, common shares at a discount, consistent
with  the  provisions of the Internal Revenue Code of 1986, as  amended  (the
Code);  under the 1998 Plan, officers eligible to receive stock options  were
not  eligible  for  the discounted share price, though they  could  otherwise
participate. The Board reserved a number of common shares equal  to  one-half
of  one percent of the total number of outstanding common shares for issuance
pursuant  to the terms of the Employee Share Purchase Plan each fiscal  year,
subject  to  adjustment  in  the  event of  stock  splits,  stock  dividends,
recapitalization, or other changes in the outstanding common shares.  If  and
to  the extent that the reserved shares are not purchased by participants  in
any  fiscal  year,  such  shares  again will be  available  for  purchase  in
subsequent years. Under current accounting rules, the issuance of shares at a
discount under the Plan does not adversely affect earnings. The text  of  the
Plan is included in Appendix A of this proxy statement.

    Eligibility.  Regular  full or part-time employees  of  the  Company  are
eligible  to  participate in the Plan, on a purely voluntary basis,  if  they
meet  certain conditions. To be eligible, an employee's customary  employment
must  be greater than both twenty hours per week and five months per calendar
year.  The  employee must also have completed one year of  service  with  the
Company. An employee who owns 5 percent or more of the total combined  voting
power  or  value of all classes of shares of the Company will not be eligible
to  participate  in  the Plan. Temporary employees will not  be  eligible  to
participate  in the Plan. Employees whose terms and conditions of  employment
are  subject  to  negotiation  with a collective  bargaining  agent  may  not
participate  until the agreement between the Company and such agent  provides
for  such  participation.  Approximately  4,900  employees  would  have  been
eligible to participate as of April 1, 2001.

    Administration. The Plan is administered by the Compensation Committee of
the Board, or its delegate (the Committee). All funds received or held by the
Company  under  the Plan will be kept in a segregated account not  commingled
with any other funds and may not be used for any corporate purpose except  in
connection  with the Plan itself. No interest on such funds will be  credited
to or paid to any participant under the Plan.

    Share  Purchases.  Eligible employees participate  in  the  Plan  through
exercising options to purchase common shares. In general, there will  be  two
purchase periods beginning in each calendar year. Options are granted to each
participant at the beginning of each purchase period and, assuming  that  the
participant  is  an  employee  at the end of the  purchase  period,  will  be
automatically  exercised  on  the last day of  the  purchase  period.  Option
exercises  will  be funded through a participant's payroll  deductions  at  a
stated  dollar  amount  not  less  than $20  nor  more  than  25  percent  of
compensation  per pay period, as determined by the participant,  at  a  price
equal to 85 percent of fair market value of the common shares as of the first
or  the  last trading day of each purchase period, whichever is lower, unless
the  Committee  determines  to use a different  discount  not  to  exceed  15
percent. The fair market value of the common shares will be determined as the
closing  price of a Northeast Utilities common share for each relevant  date.
No  employee will be permitted to purchase common shares in any calendar year
under  the Plan whose fair market value (determined at the beginning of  each
purchase period) exceeds $25,000.

    Transferability. An option granted under the Plan may not be  transferred
by an employee other than by will or by the laws of descent and distribution.
Only the employee may exercise the option during his or her lifetime.

    Withdrawals, Discontinuance or Suspension of Participation. A participant
may  voluntarily suspend his or her payroll deductions at any time, but  will
not  be permitted to resume the payroll deductions until the beginning of the
next  purchase period following the date of suspension of payroll deductions.
A  participant may change the rate of his or her payroll deductions effective
as of the beginning of any purchase period. A participant may withdraw shares
from  his or her account at any time; provided that all shares must  be  held
(and  thus may not be distributed or sold) for at least six months subsequent
to  purchase.  If  a  participant terminates his or her employment  with  the
Company, his or her participation in the Plan will automatically terminate as
of  the  date  of  termination of employment, all  amounts  withheld  through
payroll deduction that have not been applied to purchase common shares  under
the  Plan will be paid to the participant, and the shares held in his or  her
account will either be sold for the account of the terminated participant  or
distributed to the terminated participant, at his or her election.

    Amendment and Termination. The Board may terminate, suspend or amend  the
Plan in any respect at any time, except that shareholder approval is required
to  broaden  the  eligibility  criteria or  increase  the  number  of  shares
available for purchase. Unless earlier terminated, the Plan will continue  in
effect for 10 years.

    Federal  Income  Tax Treatment. The Plan is intended  to  qualify  as  an
employee  stock purchase plan within the meaning of section 423 of the  Code.
Under  the Code, an employee who elects to participate in the Employee  Share
Purchase  Plan will not realize income at the time the offering commences  or
when  the  shares  are  actually purchased under the  Plan.  If  an  employee
disposes  of such shares after two years from the date the offering  of  such
shares  commences under the Plan and after one year from the actual  date  of
purchase  of  such shares under the Plan (collectively, the Holding  Period),
the  employee will be required to include in income, as capital gain for  the
year  in which such disposition occurs, an amount equal to the lesser of  (1)
the excess of the fair market value of such shares at the time of disposition
over  the purchase price and (2) the excess of the fair market value of  such
shares  at  the time the offering commenced over the purchase price.  If  any
employee  disposes of the shares purchased under the Plan during the  Holding
Period,  the  employee will be required to include in income, as compensation
for the year in which such disposition occurs, an amount equal to the excess,
if  any, of the fair market value of such shares on the date of purchase over
the  purchase price. The employee's basis in such shares disposed of will  be
increased by an amount equal to the amount includable in his or her income as
compensation,  and any gain or loss computed with reference to such  adjusted
basis  that is recognized at the time of disposition will be capital gain  or
loss,  either short-term or long-term, depending on the length of the holding
period  for  such  shares. In the event of a disposition during  the  Holding
Period, the Company will be entitled to a deduction from income equal to  the
amount  the  employee is required to include in income as a  result  of  such
disposition.

   Regulatory Approvals. The SEC has issued an order under the Public Utility
Holding  Company Act of 1935 authorizing the solicitation of proxies  seeking
approval of the Plan. The Company has applied for SEC authorization to  issue
new common shares, subject to the limits set forth above, for purchases under
the Plan. SEC action on the application is expected later in 2001.

   Share Purchases Under Plan. No purchases will be made under the Plan until
after  shareholder approval of the Plan is obtained. Because share  purchases
under  the Plan are made solely at the election of the eligible employee,  it
is not possible to ascertain the employees who will purchase shares under the
Plan in the current fiscal year.

    An  affirmative  vote  of  a majority of the  common  shares  present  or
represented  at the Annual Meeting of Shareholders will be required  for  the
adoption of this proposal.

The Board of Trustees recommends that shareholders vote FOR this proposal.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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