Sec Form 4 Filing - JUDGE JAMES J @ NORTHEAST UTILITIES - 2012-10-17

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 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 JUDGE JAMES 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) EVP & CFO (Last) (First) (Middle) C/O NORTHEAST UTILITIES, ONE FEDERAL STREET, BUILDING 111-4 3. Date of Earliest Transaction (MM/DD/YY) 10/17/2012 (Street) SPRINGFIELD, MA01105 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/17/2012 M 52,480 A $ 28.12 241,540 D Common Shares, $5.00 par value 10/17/2012 M 39,360 A $ 24.74 280,900 D Common Shares, $5.00 par value 10/17/2012 M 48,544 A $ 25.93 329,444 D Common Shares, $5.00 par value 10/17/2012 M 39,360 A $ 26.9 368,804 D Common Shares, $5.00 par value 10/17/2012 S( 1 ) 179,744 D $ 39.5 189,060 D Common Shares, $5.00 par value 10/17/2012 M 34,581 A $ 39.49 223,641 D Common Shares, $5.00 par value 10/17/2012 D( 2 ) 34,581 D $ 39.49 189,060 D Common Shares, $5.00 par va lue 20,927 I 401k Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 28.12 10/17/2012 M 52,480 05/03/2010 05/03/2017 Common Shares, $5.00 par value 52,480 $ 0 0 D Employee Stock Option (Right to Buy) $ 24.74 10/17/2012 M 39,360 01/24/2011 01/24/2018 Common Shares, $5.00 par value 39,360 $ 0 0 D Employee Stock Option (Right to Buy) $ 25.93 10/17/2012 M 48,544 01/22/2012 01/22/2019 Common Shares, $5.00 par value 48,544 $ 0 0 D Employee Stock Option (Right to Buy) $ 26.9 10/17/2012 M 39,360 04/10/2012 01/28/2020 Common Shares, $5.00 par value 39,360 $ 0 0 D Phantom Shares ( 3 ) 10/17/2012 M 34,581 ( 3 ) ( 3 ) Common Shares, $5.00 par value 34,581 $ 0 73,884 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other JUDGE JAMES J C/O NORTHEAST UTILITIES ONE FEDERAL STREET, BUILDING 111-4 SPRINGFIELD, MA01105 EVP & CFO Signatures Samuel K. Lee, attorney-in-fact for Mr. Judge 10/19/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2012. ( 2 )The disposition of 34,581 Common Shares, which shares were held in the reporting person's accounts at State Street Bank and Trust Company pursuant to the terms of the NSTAR Deferred Compensation Plan, was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 4, 2012. ( 3 )Phantom shares held in the NSTAR Deferred Compensation Plan. Each phantom share represents the right to receive the cash value of one Common Share upon a distribution event, following vesting. Additional phantom shares are issued upon the automatic reinvestment of dividend-equivalents exempt from the line item reporting under SEC Rule 16a-11.

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).

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