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 * 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) _____ Other (specify below) President, CEO & Trustee (Last) (First) (Middle) C/O NORTHEAST UTILITIES, ONE FEDERAL STREET, BUILDING 111-4 3. Date of Earliest Transaction (Month/Day/Year) 03/19/2013 (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, $5.00 par value 03/19/2013   M   262,400 A $ 21.14 556,686 (1) D   Common Shares, $5.00 par value 03/19/2013   S   76,386 D $ 42.3236 (2) 480,300 (1) D   Common Shares, $5.00 par value 03/20/2013   S   186,014 D $ 42.7263 (3) 294,286 (1) D   Common Shares, $5.00 par value               62,364 (4) I 401k Plan

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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

Employee Stock Option (Right to Buy)

$ 21.14

03/19/2013

M

262,400

04/27/2009

04/27/2016

Common Shares, $5.00 par value

262,400

$ 0

0

D

Phantom Shares

(5)

(5)

(5)

Common Shares, $5.00 par value

826,182 (5)

826,182 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAY THOMAS J C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD, MA 01105			President, CEO & Trustee

Signatures

/s/ Richard J Morrison, attorney-in-fact for Mr. May		03/21/2013
**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)	Includes shares and restricted share units.
(2)	The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.23 to $42.47, 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 at each separate price within the range set forth above.
(3)	The price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.63 to $42.96, 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 at each separate price within the range set forth above.
(4)	Shares held in trust under the NSTAR 401k Plan, a qualified plan, according to information supplied by the plan's record keeper.
(5)	Phantom shares held in the NSTAR Deferred Compensation Plan. Each phantom share represents the right to receive one common share upon distribution, following vesting. The reporting person is eligible to receive dividend equivalents on outstanding phantom shares, exempt from the line item reporting under SEC Rule 16a-11.

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