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<SEC-DOCUMENT>0000072741-04-000164.txt : 20041115
<SEC-HEADER>0000072741-04-000164.hdr.sgml : 20041115
<ACCEPTANCE-DATETIME>20041115162023
ACCESSION NUMBER:		0000072741-04-000164
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20041115
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Other Events
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20041115
DATE AS OF CHANGE:		20041115

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05324
		FILM NUMBER:		041145526

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

	MAIL ADDRESS:	
		STREET 1:		107 SELDEN ST
		CITY:			BERLIN
		STATE:			CT
		ZIP:			06037-1616
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>nu8k111504.txt
<DESCRIPTION>NU 8-K 111504
<TEXT>
                SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549-1004

                             FORM 8-K

                          CURRENT REPORT

              Pursuant to Section 13 or 15(d) of the
                  Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 15, 2004
                        -------------------
                        NORTHEAST UTILITIES
                       --------------------
      (Exact name of registrant as specified in its charter)

          MASSACHUSETTS           1-5324              04-2147929
   -------------------------      ---------         ---------------
(State or other jurisdiction of  (Commission       (I.R.S. Employer
       organization)             File Number)      Identification No.)

          ONE FEDERAL STREET, BUILDING 111-4, SPRINGFIELD
   MASSACHUSETTS                                           01105
 -----------------------------------------------------------------
       (Address of principal executive offices)  (Zip Code)

                          (413) 785-5871
       (Registrant's telephone number, including area code)

                          Not Applicable
                          --------------
   (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction
A.2. below):

[  ]      Written communications pursuant to Rule 425 under the
          Securities Act (17 CFR 230.425)

[  ]      Soliciting material pursuant to Rule 14a-12 under the
          Exchange Act (17 CFR 240.14a-12)

[  ]      Pre-commencement communications pursuant to Rule 14d-
          2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

[  ]      Pre-commencement communications pursuant to Rule 13e-4(c)
          under the Exchange Act (17 CFR 240.13e- 4(c))


Section 7   -  Regulation FD

Item 7.01      Regulation FD Disclosure

          Northeast Utilities is furnishing slides presented to the Wall
Street Utility Group on November 15, 2004 under Regulation FD.  Such
slides are attached as 99.2, and are incorporated herein.  The
information contained in Exhibit 99.2 shall not be deemed "filed" with
the Securities and Exchange Commission nor incorporated by reference
in any registration statement filed by Northeast Utilities under the
Securities Act of 1933, as amended, unless specified otherwise.

Section 8 - Other Events

Item 8.01   Other Events

          On November 15, 2004, Northeast Utilities issued a news
release announcing that it had lowered its projected 2005 earnings range
to between $1.10 per share and $1.25 per share.  NU's previous earnings
range for 2005 had been between $1.35 per share and $1.45 per share.
NU's earnings projections for 2004 remain between $1.25 per share
and $1.35 per share. A copy of the news release is attached as
Exhibit 99.1, and is incorporated herein.


Section 9    - Financial Statements and Exhibits

Item 9.01      Financial Statements and Exhibits

          (c)  Exhibits

               Exhibit        Description
               Exhibit 99.1   Northeast Utilities News Release dated
                              November 15, 2004.

               Exhibit 99.2   Slide Presentation made before the
                              Wall Street Utility Group on November 15,
                              2004.

                     [SIGNATURE PAGE TO FOLLOW]


                             SIGNATURE

          Pursuant to the requirements of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

                             NORTHEAST UTILITIES
                             (Registrant)


                             By:  /s/ Randy A. Shoop
                                  Name:  Randy A. Shoop
                                  Title:  Assistant Treasurer - Finance



Date:  November 15, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>nu8kexh991111504.txt
<DESCRIPTION>EXHIBIT 99.1 NU NEWS RELEASE 111504
<TEXT>
Exhibit 99.1

Contact:       Jeffrey R. Kotkin
Office:             (860) 665-5154

NU LOWERS 2005 EARNINGS GUIDANCE

     BERLIN, Connecticut, November 15, 2004-Northeast
Utilities (NU-NYSE) today lowered its projected 2005
earnings range to between $1.10 per share and $1.25 per
share.  NU's previous earnings range for 2005 had been
between $1.35 per share and $1.45 per share.  NU's earnings
projections for 2004 remain between $1.25 per share and
$1.35 per share.

     The company estimates that in 2005 its competitive
businesses as a whole, including its energy services
businesses, will earn in a range of $10 million to minus $5
million.  NU had previously estimated that the competitive
business earnings would be between $33 million and $39
million.  The ability of the competitive businesses to
achieve the revised earnings projections assumes that Select
Energy, Inc., NU's merchant energy marketing subsidiary, is
able to realize previously experienced success levels for
the remaining opportunities throughout the Northeast.

     NU estimates that in 2005 its merchant energy
businesses will earn in a range of $4 million to minus $9
million.  Projected earnings for the balance of its
competitive businesses and for NU's regulated businesses
have not changed.

     NU said it was lowering the range for its competitive
businesses because of highly competitive bidding conditions
that resulted in Select Energy winning less 2005 wholesale
load and at lower margins than anticipated in New England.
Last week, Select Energy was informed that it did not win
any of the competitively bid 5,000 megawatt standard offer
load of The Connecticut Light and Power Company (CL&P), NU's
largest regulated subsidiary.  Select Energy is supplying
CL&P with 37.5 percent of its standard offer requirements in
2004.  In addition, adverse movements in commodity prices
negatively affected positions taken in anticipation of
achieving targeted sales goals. In light of these
developments, NU is reevaluating its methods of bidding for
large, full-requirements electric load.  Given the remaining
contracts that are still to be bid for 2005, it appears very
unlikely that NU will be able to achieve its initial
guidance.

     Currently, Select Energy's New England wholesale
contracts provide the marketing company with the majority of
its profit margin.  NU said that it continues to believe
that other segments of its competitive business, including
the wholesale merchant business outside of New England,
retail energy contracts with approximately 30,000 electric
and natural gas commercial and industrial accounts in the
Northeast, and its energy services businesses, will be
profitable in 2005.

     NU continues to estimate that its regulated businesses
will earn between $1.22 per share and $1.30 per share in
2005.  NU now believes that parent and other expenses,
tempered by cost management initiatives, will range between
$0.08 per share and $0.13 per share in 2005.  Previously, NU
had said that it will incur parent and other expenses of
between $0.13 cents per share and $0.15 per share in 2005.

     "We are extremely disappointed with the level of New
England wholesale business we have secured for 2005 and the
reduced level of profitability that means for NU as a
whole," said Charles W. Shivery, NU chairman, president and
chief executive officer.  "We will commence an effort to
identify and implement initiatives to improve our projected
financial performance in 2005 and beyond, including cost
reduction efforts.  We will update investors on these
initiatives throughout 2005."

     NU said that it continues to believe that the primary
driver of future earnings and dividend growth is investment
in regulated infrastructure that is required to meet
customer load growth and reliability requirements.  NU
continues to evaluate the level of earnings and dividends
that its competitive businesses will contribute to that
growth.  The company has projected that its competitive
businesses will contribute steadily increasing earnings and
more than $200 million of dividends to parent company cash
needs through 2009.  If the 2005 bidding outcome is
indicative of lower future cash generation and earnings by
those businesses and if NU's regulated investment plans are
not changed, future consolidated earnings would be
negatively impacted.  NU's ability to achieve earnings and
dividend growth above the industry average through 2009
could also be impacted, and NU could have to seek additional
external financing for its planned expenditures in that
period.

     NU has approximately 128 million common shares
outstanding.  Its regulated companies serve approximately 2
million electric and natural gas delivery customers in
Connecticut, New Hampshire and Massachusetts.

     This news release includes statements concerning the
Company's expectations, plans, objectives, future financial
performance and other statements that are not historical
facts.  These statements are "forward looking statements"
within the meaning of the Private Litigation Reform Act of
1995.  In some cases the reader can identify these forward
looking statements by words such as "estimate", "expect",
"anticipate", "intend", "plan", "believe", "forecast",
"should", "could", and similar expressions.  Forward looking
statements involve risks and uncertainties that may cause
actual results or outcomes to differ materially from those
included in the forward looking statements.  Factors that
may cause actual results to differ materially from those
included in the forward looking statements include, but are
not limited to, actions by state and federal regulatory
bodies, competition and industry restructuring, changes in
economic conditions, changes in weather patterns, changes in
laws, expiration or initiation of significant energy supply
contracts, regulations or regulatory policy, levels of
capital expenditures, developments in legal or public policy
doctrines, technological developments, volatility in
electric and natural gas commodity markets, and other
presently unknown or unforeseen factors. Other risk factors
are detailed from time to time in our reports to the
Securities and Exchange Commission.  We undertake no
obligation to update the information contained in any
forward looking statements to reflect developments or
circumstances occurring after the statements are made.

                           # # # #

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>nu8kexh992111504.txt
<DESCRIPTION>EXHIBIT 99.2 SLIDES 11-15-04
<TEXT>
Exhibit 99.2

SLIDE 1

NU LOGO   Northeast
          Utilities System


                  Wall Street Utility Group

                        New York, NY

                      November 15, 2004

SLIDE 2

Safe Harbor Provisions

This presentation includes statements concerning the
Company's expectations, plans, objectives, future financial
performance and other statements that are not historical
facts.  These statements are "forward looking statements"
within the meaning of the Private Litigation Reform Act of
1995.  In some cases the reader can identify these forward
looking statements by words such as "estimate", "expect",
"anticipate", "intend", "plan", "believe", "forecast",
"should", "could", and similar expressions.  Forward looking
statements involve risks and uncertainties that may cause
actual results or outcomes to differ materially from those
included in the forward looking statements.  Factors that
may cause actual results to differ materially from those
included in the forward looking statements include, but are
not limited to, actions by state and federal regulatory
bodies, competition and industry restructuring, changes in
economic conditions, changes in weather patterns, changes in
laws, expiration or initiation of significant energy supply
contracts, regulations or regulatory policy, levels of
capital expenditures, developments in legal or public policy
doctrines, technological developments, volatility in
electric and natural gas commodity markets, and other
presently unknown or unforeseen factors. Other risk factors
are detailed from time to time in our reports to the
Securities and Exchange Commission.  We undertake no
obligation to update the information contained in any
forward looking statements to reflect developments or
circumstances occurring after the statement is made.

SLIDE 3

Topics for Today
- ----------------

- -    2005 earnings guidance and drivers

- -    Competitive businesses

- -    Regulated investment plans

- -    2004
     -    Financial results

     -    Earnings guidance

SLIDE 4

Projected 2005 Results
- ----------------------
                                                Key Drivers
Regulated Distribution                         ------------
   & Generation           $0.96 - $1.00    -    Sales Growth
                                           -    Increased Investment
                                           -    Rate Increases

Transmission              $0.26 - $0.30    -    Increased Investment

Competitive              ($0.04) - $0.08   -    Lower New England
                                                wholesale sales

Parent, Other & Cost
  Initiatives            ($0.08) - ($0.13)

Total Northeast
  Utilities               $1.10 - $1.25

SLIDE 5

Competitive Businesses
- ----------------------

     Net Income            2003*          2004         2005
     ($ Millions)          Actual       Estimate     Estimate

Merchant                    $30        $29 - $31    ($9) - $4

Services                     $2        $ 1 -  $2     $4 -  $6

Total                       $32        $30 - $33    ($5) - $10

* Excludes $36 million SMD write-off

SLIDE 6

NU's Regulated Businesses Have More
Certainty Today
- ---------------

          Distribution/
           Regulated
           Generation                            Transmission
           ----------                            ------------

- -  CL&P 4-year rate case     Done         -  FERC rate case      Done

- -  PSNH rate case            Done         -  Appeal of Bethel-
                                             Norwalk             Done

- -  Yankee rate case         Settlement    -  Agreement to
                            Pending          replace 1385
                            Approval         line to Long
                                             Island              In place
- -  PSNH Northern
    Wood Project            Approved

- -  Yankee LNG project       Approved

SLIDE 7

Summary of Rate Plans
- ---------------------

                                                     Allowed
               Start     End         Rate Increase     ROE
               -----     ---         ------------      ---
CL&P            1/1/05   12/31/05    $25.1 M         9.85%
Distribution    1/1/06   12/31/06    $11.9 M
                1/1/07   12/31/07    $ 7.0 M

PSNH Delivery   10/1/04   5/31/05    $ 3.5 M         N/A
                 6/1/05   N/A        $10.0 M

Yankee Gas
Delivery*        1/1/05   Mid 2007   $14.0 M         9.9%

Transmission     1/1/05   12/31/05   $18-$20 M      11.0%

*Settlement pending


SLIDE 8

Regulated Strategic Plan
- ------------------------

New England customers require:        NU shareholders can benefit from:
- -----------------------------         --------------------------------

- -  Expanded transmission system       -  Increased investment
                                         opportunities

- -  Upgraded distribution              -  Solid earnings
   facilities                            growth

- -  Increased local natural gas         -  Strong credit
   storage                                profile

- -  Reduced power plant emissions

SLIDE 9

Regulated Projects
- ------------------

                                        On-going Projects
[Picture of transmission                -----------------
       line]              -  CL&P distribution         $225 million/yr.
SW CT Transmission
     $1 billion           -  PSNH distribution &
                             generation                $ 80 million/yr.

[Picture of LNG           -  Transmission              $ 60 million/yr.
   facility]
Yankee Gas LNG            -  Yankee distribution       $ 40 million/yr.
   $100 million
                         -  WMECO distribution         $ 30 million/yr.
[Picture of PSNH         ---------------------------------------------
   facility]             Total:                        $435 million/yr.
PSNH Northern Wood
  $75 million


SLIDE 10

Capital Investments Will Exceed Depreciation
- --------------------------------------------

Bar Chart comparing Capital Expenditures to Depreciation,
measured in millions of $

              2003      2004      2005      2006      2007
              Actual    Projected Projected Projected Projected
              ------    --------- --------- --------- ----------
Cap Ex        $550      $638      $753      $765      $667
Depreciation  $204      $239      $242      $261      $283


              2008      2009
              Projected Projected
              --------- ---------
Cap Ex         $822      $729
Depreciation   $302      $326

SLIDE 11

Regulated Rate Base
- -------------------

Bar chart illustrating Regulated Rate Base Cost broken down
by Distribution and Generation and Transmission, measured in
millions of $


                   2004      2005      2006      2007
                   Projected Projected Projected Projected
                   --------- --------- --------- ---------
Distribution
  and Generation   $2551.4   $2794.0   $3081.6   $3448.8
Transmission       $ 486.4   $494.7    $ 780.6   $ 859.9

                   2008      2009
                   Projected Projected
                   --------- ---------
Distribution
  and Generation    $3674.9  $3867.2
Transmission        $1033.5  $1686.1

SLIDE 12

Today's Balance Sheet
- ---------------------


Bar chart measuring percentage of leveraged debt, broken
down by total debt (excluding RRBs), Preferred and Common
Stock, by subsidiaries


                     NU
                   Consol.    CL&P     PSNH      WMECO**
                   -------    ----     ----      -------
Total Debt
  (Excludes RRBs)   54.6%     54.9%    55.0%     53.8%
Preferred           2.2%       5.8%     0.0%      0.0%
Common             43.2%      39.3%    45.0%     46.2%

                   Yankee
                   Gas*      NGC
                   ----      ---
Total Debt
  (Excludes RRBs)  53.7%     45.4%
Preferred           0.0%      0.0%
Common             46.3%     54.6%


*Excludes acquisition premium      **Excludes $50 million issue to fund
                                     prior spent nuclear fuel trust

SLIDE 13

Cash Requirements 2005-2009
- ---------------------------

Pie chart showing cash requirements for the period from 2005-2009
(shown in billions of $)

                 Billions $
                 ---------
Net New Financing $ 1.8

Depreciation      $ 1.4

Non-RRB           $ 0.3
Amortization

Earnings
Deferred Taxes
& Other           $ 0.9*
Total:            $ 4.4

*NU has projected that its competitive businesses will
contribute steadily increasing earnings and more than $200
million of dividends to parent company cash needs through
2009.  If the 2005 New England wholesale bidding outcome is
indicative of  lower future cash generation and earnings by
those businesses and if NU's regulated investment plans are
not changed, future consolidated earnings would be
negatively impacted.  NU could have to seek additional
external financing for its planned expenditures in that
period.

SLIDE 14

Projected 2004 Results
- ----------------------

Regulated Distribution & Generation          $0.91 - $0.95

Transmission                                 $0.22 - $0.24

Competitive                                  $0.23 - $0.25

Parent & Other                              ($0.11) - ($0.09)

Total Northeast Utilities                   $1.25 - $1.35

SLIDE 15

NU's Investment Thesis
- ----------------------

- -   Unique opportunity to invest in needed energy delivery
    infrastructure

- -   Balance sheet capable of sustaining major investments

- -   Solid earnings and dividend growth

- -   Competitive businesses that need to rebound after
    prospects for a disappointing 2005

SLIDE 16

                          Questions
                             and
                           Answers
                           -------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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