Ownership Submission
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
VAN FAASEN WILLIAM C
  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
_____ Officer (give title below) __X__ Other (specify below)
Trustee
(Last)
(First)
(Middle)
C/O NORTHEAST UTILITIES, ONE FEDERAL STREET, BUILDING 111-4
3. Date of Earliest Transaction (Month/Day/Year)
07/17/2012
(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 07/17/2012   A   1,434 (1) A $ 0 1,434 D  

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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
Phantom Shares (2)               (2)   (2) Common Shares, $5.00 par value 26,186 (2)   26,186 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
VAN FAASEN WILLIAM C
C/O NORTHEAST UTILITIES
ONE FEDERAL STREET, BUILDING 111-4
SPRINGFIELD, MA 01105
      Trustee

Signatures

 /s/ Jeffrey C. Miller, attorney-in-fact for William C. Van Faasen   07/19/2012
**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) Restricted share units all of which vest on January 10, 2013, unless the Reporting Person's service as a Trustee terminates for any reason other than cause on a date prior to January 10, 2013, in which case the RSUs will vest (i) in their entirety for Trustees age 65 and over on such date, or (ii) prorated for service as a Trustee in the nine months preceding January 10, 2013 for any person who ceases to be Trustee prior to attaining the age of 65 on such date (and the balance of the unvested RSUs will be forfeited). The RSUs will be forfeited if the Reporting Person's service as a Trustee terminates for cause.
(2) Reporting Person's deferred compensation under the NSTAR Trustee Deferred Plan, a non-qualified 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 the line item reporting under SEC rule 16a-11.

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