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