35-CERT

               UNITED  STATES OF AMERICA
          SECURITIES AND EXCHENGE COMMISSION
                   Washington, D. C. 20549

     Application of Northeast           CERTIFICATE PURSUANT TO
     Utilities Service Company,         RULE 24 UNDER THE
     The Connecticut Light and          PULIC UTILITY HOLDING
     Power Company, Public              COMPANY ACT OF 1935
     Service Company of New
     Hampshire, Holyoke Water
     Power Company and Western
     Massachusetts Electric
     Company (File No. 70-8641)

          Pursuant to the requirements of Rule 24 under the Public Utility
     Holding Company Act of 1935, Northeast Utilities Service Company, a
     wholly-owned subsidiary of Northeast Utilities, a registered holding
     company, hereby certifies that the transactions authorized by the
     Commission's Order in this file No. 70-8641 dated August 18, 1995 (Rel.
     No. 35-26359)("Order") have been carried out in accordance with the
     terms and conditions of and for the purposes represented by the
     Application, as amended, herein, and the Order.  No further transaction
     authorized by the order will be consummated henceforth.

     Exhibit

     F-2  "Past-Tense" Opinion of Counsel


          Pursuant to the requirements of the Public Utility Holding Company
     Act of 1935, the undersigned company has duly caused this certificate to
     be signed on its behalf by the undersigned thereunto duly authorized.


               /s/ John J. Roman
               John J. Roman
               Vice President and Controller
               Northeast Utilities Service Company







August 16, 2001

EX-99

                                   Exhibit F-2


                         August 16, 2001

     Securities and Exchange Commission
     Judiciary Plaza
     450 Fifth Street, N. W.
     Washington, D. C. 20549


     Ladies and Gentlemen,

          I am Assistant General Counsel of Northeast Utilities Service
     Company ("NUSCO") , the service company affiliate of Northeast
     Utilities. I am furnishing this opinion as an exhibit to a Rule 24
     Certificate in connection with the Application/Declaration on Form U-1,
     as amended (the "Application"), filed by NUSCO, The Connecticut Light
     and Power Company, Holyoke Water Power Company, Western Massachusetts
     Electric Company and Public service Company of New Hampshire
     (collectively, the "companies") with respect to brokering and marketing
     activities.

          In connection with this opinion I have reviewed  or caused to be
     reviewed the Application and exhibits thereto and the Rule 24
     Certificates file subsequent to the Commission's Order dated August 18,
     1995 in this File (Rel. No. 35-26359)("Order").

          Based upon the foregoing I am of the opinion that:

          1.   All state laws applicable to the proposed transaction have been
               complied with;

          2.   The Companies are validly organized and duly existing in their
               respective states of incorporation;

          3.   The consummation of the proposed transactions did not violate
               the legal rights of the holders of any securities issued by any
               of the Companies or any associate company thereof; and

          4.   The brokering and marketing activities described in the
               Application and authorized by the Order have been carried out
               in accordance with the Application.


                    Very truly yours,


                    /s/ Jeffrey C. Miller
                    Jeffrey C. Miller