35-CERT

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


.............................................................



Application of            )  CERTIFICATE PURSUANT TO
The Connecticut Light     )  RULE 24 UNDER THE PUBLIC
and Power Company         )  UTILITY HOLDING COMPANY ACT
on Form U-1               )  of 1935
File No. 70-9905


.............................................................


     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") and
CL&P Receivables Corporation certify that the extension of
CL&P's accounts receivable purchase and sale program, as
proposed in the Application/Declaration to the Commission on
Form U-1 (File No. 70-9905), as amended, and authorized by
order of the Commission in Public Utility Holding Company
Act Release No. 35-27873, dated July 6, 2004,  has been
carried out in accordance with the terms and conditions of
and for the purposes represented by the Application/Declaration
and the Commission's order with respect thereto.

     Submitted with this Certificate is the "past tense" opinion of
counsel.

Exhibits

F-2   "Past Tense" Legal Opinion

                 [SIGNATURE PAGE TO FOLLOW]

                          SIGNATURE

     Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, The Connecticut Light and Power
Company and CL&P Receivables Corporation have duly caused
this Certificate to be signed on their behalf by the
undersigned hereunto duly authorized.

                         The Connecticut Light and Power Company
                         CL&P Receivables Corporation



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


Dated:  August 9, 2004

EX-99

Exhibit  F.2


                                   August 9, 2004

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

Re:       File No. 70-9905
          Application/Declaration of  The Connecticut Light
          and Power Company and CL&P Receivables Corporation
          with Respect to the Organization of a Wholly
          Owned Subsidiary Related to an Accounts Receivable
          Purchase and Sale Program

Ladies and Gentlemen:

      I am Assistant General Counsel of Northeast Utilities Service
Company ("NUSCO"), the service company subsidiary of Northeast
Utilities ("NU"), and I am furnishing this opinion in connection with
the Certificate of Consummation of Transaction (the "Certificate")
delivered on the date hereof pursuant to the Public Utility Holding
Company Act of 1935, as amended, and Rule 24(a) thereunder, and relating
to the Application/Declaration, as amended, on Form U-1 in File
No. 70-9905 (the "Declaration") of The Connecticut Light and Power
Company ("CL&P"), a subsidiary of NU, and CL&P Receivables Corporation
("Receivables"), a subsidiary of CL&P, to the Commission in connection
with the extension of an accounts receivable purchase and sale program
and related transactions, as more fully set forth in the Declaration.
The Commission permitted the Declaration to become effective by its Order
set forth in Release  No. 35-27873 dated July 6, 2004.

     The Certificate is with respect to the consummation of the
extension of such program to July 3, 2007 which occurred on July 7,
2004 (the "Consummated Transactions").


     I have previously furnished my opinion dated June 28, 2004, filed
as  Exhibit F to the Declaration.  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, such papers,
documents, and records, and have made such examination of law and have
satisfied myself as to such other matters as I have deemed relevant
or necessary for the purpose of this opinion.  I have assumed the
authenticity of all documents submitted to me as originals, the
genuiness of all signatures, the legal capacity of natural persons,
and the conformity to originals of all documents submitted to me as
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 jurisdiction, although I have made a study of
relevant laws of such jurisdiction.  In expressing opinions about
matters governed by the laws of the State of Connecticut, I have
consulted with counsel who are employed by NUSCO and are members of
the bar of such jurisdiction.

     The opinions set forth in paragraph (b) below are subject to the
effect of bankruptcy, insolvency, moratorium and other similar laws
affecting creditors rights generally and general principles of equity.

     Based upon and subject to the foregoing, I am of the opinion that:

     (a)   all Connecticut laws applicable to the Consummated
Transactions have been complied with.

     (b)   (i)  Receivables has been validly organized and is duly
existing under the laws of the State of Connecticut, (ii) insofar as any
interests in receivables sold by Receivables as part of the Consummated
Transactions are regulated as the issuance of securities, such
securities are valid and binding obligations of Receivables in accordance
with their terms.

     (c)   the consummation of the Consummated  Transactions by CL&P and
Receivables did not violate the legal rights of the holders of any
securities issued by CL&P or Receivables or any associate company
thereof; and

    (d)    The Consummated Transactions have been carried out in accordance
with the Declaration.

                              Very truly yours,


                             /s/ Jeffrey C. Miller
                             Jeffrey C.Miller