Item 7.01 - Regulation FD Disclosure

On July 2, 2009, Western Massachusetts Electric Company ("WMECO") notified holders of its four series of outstanding unsecured senior notes ("Senior Notes") that it had filed a petition with the Massachusetts Department of Public Utilities (the "DPU") in which WMECO proposed to amend and restate the related September 1, 2003 Indenture (the "Indenture") to collateralize the Senior Notes with a first mortgage lien on WMECO's property. Such amendment and restatement is subject to approval by the DPU and a subsequent decision by WMECO to issue first mortgage bonds to finance future capital needs. Under the terms of the Indenture, if WMECO were to issue first mortgage bonds, it will be obligated to secure the Senior Notes equally and ratably with such first mortgage bonds.

See WMECO's notice to holders of Senior Notes attached as Exhibit 99.1 for additional information.

Item 9.01 - Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number Description
99.1 Notice to holders of Senior Notes, dated July 2, 2009.

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