SECURITIES AND EXCHANGE COMMISSION

(Release No. 35-27675; 70-10051)

Northeast Utilities

Supplemental Order Modifying Previous Order

May 8, 2003

Northeast Utilities ("NU"), a registered holding company under the Public Utility Holding Company Act of 1935, as amended, ("Act"), Berlin, Connecticut, has filed a declaration ("Declaration") with the Securities and Exchange Commission ("Commission") under sections 6(a) and 7 of the Act and rule 54 under the Act. The Commission issued a notice of the Declaration on January 31, 2003 (HCAR No. 35-27646) and an order authorizing the Declaration on March 18, 2003 (HCAR No. 35-27659) ("March Order").

In the March Order, among other things, NU was granted authority through the period ending June 30, 2005, to issue unsecured long-term debt securities ("Long-term Debt") in an aggregate amount at any time outstanding not to exceed $600 million and to enter into hedging transactions ("Interest Rate Hedges") with respect to existing indebtedness of NU and its nonutility subsidiaries¹ ("Nonutility Subsidiaries") and to enter into hedging transactions with respect to future expected debt issuances of NU and its Nonutility Subsidiaries ("Anticipatory Hedges").

This supplemental order corrects a representation in the March Order relating to the authorization to issue Long-term Debt in the form of unsecured notes ("Debentures"). The March Order stated:

The Debentures of any series will: (i) have a maturity ranging from one to 50 years, (ii) bear interest at a rate not to exceed 500 basis points over the yield to maturity of a U.S. Treasury security having a remaining term approximately equal to the term of the series of Debentures, (iii) be subject to optional and/or mandatory redemption, in whole or in part, at par or at various premiums above or discounts below the principal amount, (iv) be entitled to mandatory or optional sinking fund provisions, and (v) may provide for reset of the coupon according to a remarketing arrangement.

This order deletes that statement and replaces it with the following:

The Debentures of any series: (i) will have a maturity ranging from one to 50 years, (ii) will bear interest at a rate not to exceed 500 basis points over the yield to maturity of a U.S. Treasury security having a remaining term approximately equal to the term of the series of Debentures, (iii) may be subject to optional and/or mandatory redemption, in whole or in part, at par or at various premiums above or discounts below the principal amount, (iv) may be entitled to mandatory or optional sinking fund provisions, and (v) may provide for reset of the coupon according to a remarketing arrangement (emphasis added).

In all other respects the March Order remains the same.

IT IS ORDERED, under the applicable provisions of the Act and the rules under the Act, that the Declaration be permitted to become effective immediately, subject to the terms and conditions prescribed in rule 24 under the Act.

For the Commission, by the Division of Investment Management, pursuant to delegated authority.

¹ Nonutility Subsidiaries includes companies formed according to rule 58 of the Act ("Rule 58 Subsidiaries"), exempt wholesale generators "(EWGs") as defined in the Act, foreign utility companies ("FUCOs") as defined in the Act, exempt telecommunications companies ("ETCs") and other competitive direct or indirect subsidiaries of NU, the acquisition of which has been authorized by Commission orders.

http://www.sec.gov/divisions/investment/opur/filing/35-27675.htm