35-CERT

                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

- ------------------------------------------------------------
Application of Northeast    )   CERTIFICATE PURSUANT TO
Utilities on Form U-1       )   RULE 24 UNDER THE PUBLIC
File No. 70-10163           )   UTILITY HOLDING COMPANY
ACT                         )   of 1935
- ------------------------------------------------------------

          Pursuant to the requirements of Rule 24 under the Public
Utility Holding Company Act of 1935, as amended (the "Act"), The
Connecticut Light and Power Company ("CL&P) certifies that certain of
the transactions, as proposed in the Application/Declaration (the
"Application") to the Commission on Form U-1 (File No. 70-10163),
as amended, and authorized by order of the Commission in
Public Utility Holding Company Act Release No. 35-27817, dated March
18, 2004, have been carried out in accordance with the terms and
conditions of and for the purposes represented by the Application and
of the Commission's order with respect thereto.

     Specifically, CL&P solicited and received proxies from the holders
of its preferred shares sufficient in number to waive certain unsecured
debt restrictions contained in CL&P's Certificate of Incorporation.

Exhibits

F-2   "Past Tense" Legal Opinion


                         SIGNATURE

     Pursuant to the requirements of the Public Utility Holding Company
Act of 1935, Northeast Utilities has duly caused this Certificate to be
signed on its behalf by the undersigned hereunto duly authorized.

                         The Connecticut Light and Power
                         Company


                         By:  /s/   Randy A. Shoop
                              Name: Randy A. Shoop
                              Title: Treasurer

Dated: June 21, 2004

EX-99

Exhibit F-2

June 21, 2004

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

Re:  Northeast Utilities
     SEC File Number 70-10163

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), a service company affiliate of Northeast Utilities
("NU").  I have acted as counsel for NU and its wholly-owned direct and
indirect subsidiary, The Connecticut Light and Power Company ("CL&P")
in connection with the Application/Declaration on Form U-1 in File No.
70-10163 ("Declaration").  In the Declaration, CL&P sought the
authorization of the Commission for certain transactions proposed
therein concerning the solicitation of proxies of preferred shareholders
and continuation of a waiver provided by the preferred shareholders on
the incurrance of unsecured debt (the "Proposed Transactions").

In connection with this opinion, I have examined or caused to be
examined by counsel associated with or engaged by me, including counsel
who are employed by NUSCO, originals or copies certified to my
satisfaction of such corporate records of CL&P, certificates of public
officials and of officers of NU, and agreements, instruments and other
documents, as I have deemed necessary as a basis for the opinions
expressed below.  In my examination of such agreements, instruments
and documents, I have assumed the genuineness of all signatures, the
authenticity of all agreements, instruments and documents submitted
to me as originals, and the conformity to original agreements,
instruments and documents of all agreements, instruments and
documents submitted to me as certified, conformed or photostatic copies
and the authenticity of the originals of such copies.

The opinions set forth herein are limited to the laws of the State of
Connecticut and the federal laws of the United States.  I am a member of
the bar of the State of New York.  I am not a member of the bar of the
state of Connecticut and do not hold  myself out as an expert in the
laws of such State.  In expressing opinions about matters governed by
the laws of such State, I have consulted with counsel who are employed
by NUSCO and are members of the bar of such State.

Based upon and subject to the foregoing, and assuming that the Proposed
Transactions are carried out in accordance with the Declaration, I am of
the opinion that:

(a)  all State laws applicable to the Proposed Transaction were complied
     with;

(b)  the consummation of the Proposed Transactions did  not violate the
     legal rights of the holders of any securities issued by CL&P or any
     associate company thereof.




/s/ Jeffrey C. Miller
Jeffrey C. Miller
Assistant General Counsel