Filings Under the Public Utility Holding Company Act of 1935, as Amended (“Act”)

Notice is hereby given that the following filing(s) has/have been made with the Commission pursuant to provisions of the Act and rules promulgated under the Act. All interested persons are referred to the application(s) and/or declaration(s) for complete statements of the proposed transaction(s) summarized below. The application(s) and/or declaration(s) and any amendment(s) is/are available for public inspection through the Commission's Branch of Public Reference.

Interested persons wishing to comment or request a hearing on the application(s) and/or declaration(s) should submit their views in writing by September 20, 2004, to the Secretary, Securities and Exchange Commission, Washington, DC 20549-0609, and serve a copy on the relevant applicant(s) and/or declarant(s) at the address(es) specified below. Proof of service (by affidavit or, in the case of an attorney at law, by certificate) should be filed with the request. Any request for hearing should identify specifically the issues of facts or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in the matter. After September 20, 2004, the application(s) and/or declaration(s), as filed or as amended, may be granted and/or permitted to become effective.

Northeast Utilities (70-10234)

Northeast Utilities (“NU”), a Massachusetts business trust and registered holding company, 107 Selden Street, Berlin, Connecticut 06037-5457, has filed with this Commission a declaration under section 12(b) of the Act and rules 45 and 54.

NU's wholly-owned public utility subsidiaries are The Connecticut Light and Power Company, Public Service Company of New Hampshire, and Western Massachusetts Electric Company. Together, these companies furnish retail and wholesale electric service in Connecticut, New Hampshire, western Massachusetts and throughout the Northeast United States. NU is also the parent of a number of other companies, among them the Northeast Utilities Service Company, a service company subsidiary of NU (“NUSCO”) and The Rocky River Realty Company, a non-utility subsidiary of NU (“RRR”).

NUSCO, a Connecticut corporation, provides centralized support services to NU system companies, including accounting, administrative, information technology, engineering, financial, legal, operational, planning and purchasing services. RRR, a Connecticut corporation, engages in real estate transactions on behalf of NU system companies, including entering into leases for office space utilized by various system companies.

As part of normal business activities, from time to time, NUSCO and RRR may ask NU to provide financial or performance assurances of the obligations of NUSCO and of RRR to third parties. These agreements include contract guarantees, surety bonds and rating-contingent collateralization provisions. In addition, RRR may ask NU to provide payment and performance guarantees in connection with the real-estate contracting activities of RRR, including construction, acquisition and leasing of properties and facilities utilized by certain NU system companies.

NU requests authority, for the period ending June 30, 2007 (“Authorization Period”), to guarantee, indemnify and otherwise provide credit support (each, a “Guarantee”) to NUSCO and to RRR, as may be appropriate or necessary in the ordinary course of the NUSCO and the RRR businesses, in an aggregate amount not exceed $100 million outstanding at any one time.

The Guarantees may take the form of NU agreeing to guarantee, undertake reimbursement obligations or assume liabilities or other obligations with respect to or act as surety on, real estate and equipment leases, letters of credit, evidences of indebtedness, equity commitments and performance and other obligations undertaken by NUSCO or by RRR.

NU specifically states that the authority requested is separate from the guaranty authority granted by the Commission in its order dated June 30, 2004 (Holding Co. Act Release No. 27868), supplemented July 2, 2004 (Holding Co. Act Release No. 27868A) (together, the “NUEI Order”). The NUEI Order authorized, among other things, NU and NU Enterprises, a wholly owned non-utility subsidiary of NU, to guarantee, indemnify and otherwise provide credit support of up to $750 million of the debt or obligations of NU's non-utility subsidiaries or affiliates (not including NUSCO or RRR) through June 30, 2007.