35-CERT

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


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Application of Northeast     )         CERTIFICATE PURSUANT TO
Utilities on Form U-1        )         RULE 24 UNDER THE PUBLIC
File No. 70-9543             )         UTILITY HOLDING COMPANY ACT
                             )         of 1935


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Pursuant to the  requirements  of Rule 24 under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), Northeast Utilities
("NU"), certifies that the transactions, as proposed in the
Application/Declaration to the Commission on Form U-1 (File No. 70-9543), as
amended, and authorized by order of the Commission in Public Utility Holding
Company Act Release No. 35-27148, dated March 7, 2000, have been carried out
in accordance with the terms and conditions of and for the purposes
represented by the Application/Declaration and of the Commission's order with
respect thereto.  Specifically, (i) NU guaranteed the performance of certain
obligations of its exempt wholesale generator subsidiary, Northeast
Generation Company ("NGC"), under NGC's agreement to purchase certain
generating assets from The Connecticut Light and Power Company and Western
Massachusetts Electric Company, regulated public utility subsidiaries of NU,
and (ii) on March 14, 2000, NU used the proceeds of a short-term borrowing to
invest in NGC an amount which, when aggregated with NU's current "aggregate
investment" in "Exempt Wholesale Generators," would not exceed 83% of NU's
"consolidated retained earnings" as of December 31, 1999, as such terms are
defined in Rule 53 under the Act.

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


                                   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.

                                          Northeast Utilities


                                          By:   /s/ David R. McHale
                                                  Name:  David R. McHale
                                                  Title: Vice President and
                                                     Treasurer


Dated:  March 24, 2000.

EX-5

Exhibit F.1


March 24, 2000

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

Re: 	Northeast Utilities
Application/Declaration of Form U-1
File No. 70-9543

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company
(NUSCO), a service company affiliate of Northeast Utilities ("NU").  In
connection with the transactions contemplated by the Application/Declaration,
as amended, in the above referenced file (the "Application"), I have acted as
counsel to NU.  This opinion is given to you with respect to the transactions
described the Application pursuant to your Instructions as to Exhibits to
applications and declarations filed on Form U-1.  Except as otherwise defined
herein, terms used herein shall have the meanings given them in the
Application.

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 NU,  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 such 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 Commonwealth of
Massachusetts, the State of New York, 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 Commonwealth of Massachusetts
or the State of Connecticut, and do not hold myself out as an expert in the
laws of such Commonwealth or such, although I have made a study of relevant
laws of such Commonwealth and State.  In expressing opinions about matters
governed by the laws of the Commonwealth of Massachusetts and the State of
Connecticut, I have consulted  with counsel who are employed by NUSCO and are
members of the bar of such Commonwealth and State.

I have assumed that the transactions were carried out in conformity with the
requisite authorizations, approvals, consents or exemptions under the
securities laws of the various States and other jurisdictions of the United
States.

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

1.  All state laws applicable to the transactions for which the Commission's
approval was sought in the Application have been complied with.

2. NU is  validly organized and duly existing under the laws of the
Commonwealth of Massachusetts.

3.  The  guarantee obligations of NU under (i) the Assumption Agreement
between NU and The Connecticut Light and Power Company and (ii) the
Assumption Agreement between NU and Western Massachusetts Electric Company
are the valid and binding obligations of NU in accordance with their
respective terms, subject to the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws affecting creditors'
rights generally and to the effect of general principles of equity.

4. The consummation of the transactions for which the Commission's approval
was sought in the Application did not violate the legal rights of the holders
of any securities issued by NU or any associate company thereof.

5. The Transactions for which the Commission's approval was sought in the
Application have been carried out in accordance with the Application.

I hereby consent to the use of this opinion in connection with the filing of
the Application.

 Very truly yours,

 /s/ Jeffrey C. Miller
 Jeffrey C. Miller
 Assistant General Counsel
 Northeast Utilities Service Company