35-CERT

        UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549


APPLICATION/DECLARATION ON FORM U-1 : CERTIFICATE PURSUANT TO
UNDER THE PUBLIC UTILITY HOLDING    : RULE 24 UNDER THE PUBLIC
COMPANY ACT OF 1935 WITH RESPECT    : UTILITY HOLDING COMPANY
TO THE ISSUANCE OF RATE REDUCTION   : ACT OF 1935
BONDS AND RELATED TRANSACTIONS      :
                                    :
THE CONNECTICUT LIGHT AND POWER
COMPANY, WESTERN MASSACHUSETTS
ELECTRIC COMPANY AND PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE

(FILE NO. 70-9697)


    Pursuant to the requirements of Rule 24 under the Public
Utility Holding Company Act of 1935, as amended (the "Act"),
Public Service Company of New Hampshire ("PSNH"), an electric
utility subsidiary of Northeast Utilities, a registered holding
company under the Act, certifies that certain of the
transactions, as proposed in the Application/Declaration to the
Commission on Form U-1 (File No. 70-9697), as amended (the
"Application/Declaration"), and authorized by order of the
Commission in HCAR No. 27319 (December 26, 2000) and HCAR No.
27364 (March 23, 2001) (collectively, the "Order"), have been
carried out in accordance with the terms and conditions of and
for the purposes represented by the Application/Declaration and
of the Order.  Specifically, on or before January 30, 2002 (a)
PSNH formed PSNH Funding LLC 2, which is a new special purpose
entity, limited liability company subsidiary; (b) PSNH acquired
the equity interests in PSNH Funding LLC 2; (c) in a transaction
using the One Security Format, PSNH Funding LLC 2 issued RRBs,
which in turn were sold to investors; and (d) PSNH entered into a
servicing agreement and an administration agreement with PSNH
Funding LLC 2.  Capitalized terms used herein and not otherwise
defined are used as defined in the Application/Declaration.

    Submitted with this Certificate are the following exhibit
and material financing documents relating to the consummated
transaction:

     C1   Registration Statement on Form S-3 for the PSNH Funding
          LLC 2 RRBs (File No. 333-76040)

          Underwriting Agreement dated January 16, 2002 (Exhibit
          1.1, PSNH Funding LLC 2 Form 8-K dated January 30, 2002)
          ("8K")

          Limited Liability Company Agreement of PSNH Funding LLC 2
          dated as of December 10, 2001 (Exhibit 3.2, 8K)

          Indenture dated as of January 30, 2002, including form of
          Bond (Exhibits 4.1 and 4.2, PSNH Funding LLC 2, 8K)

          Purchase and Sale Agreement dated as of January 30, 2002
          (Exhibit 10.1, PSNH Funding LLC 2, 8K)

          Servicing Agreement dated as of January 30, 2002 (Exhibit
          10.2, PSNH Funding LLC 2, 8K)

          Administration Agreement dated as of January 30, 2002
          (Exhibit 10.3, PSNH Funding LLC 2,8K)

          Fee and Indemnity Agreement dated as of January 30, 2002
          (Exhibit 10.4, PSNH Funding LLC 2, 8K)

     Also 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, as amended, the undersigned company has duly
caused this Certificate to be signed on its behalf by the
undersigned hereunto duly authorized.

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE


                             By:  Gregory B. Butler


                             /s/ Gregory B. Butler
                              Gregory B. Butler
                              Vice President, Secretary and
                              General Counsel




Date:  February 7, 2002

EX-99.11 OPIN COUNSL

February 6, 2002


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

     Re:  SEC File No. 70-9697

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 The
Connecticut Light and Power Company ("CL&P"), Western
Massachusetts Electric Company ("WMECO"), and Public Service
Company of New Hampshire ("PSNH" and, together with CL&P and
WMECO, each a "Utility" and collectively the "Utilities"),
subsidiaries of NU who are parties to the
Application/Declaration, as amended, on Form U-1 in File No. 70-
9697 (the "Application") in connection with the Utilities' filing
on June 15, 2000 with the Securities and Exchange Commission (the
"Commission") under the Public Utility Holding Company Act of
1935, as amended (the "Act").  In the Application, the Utilities
sought the approval of the Commission for the following proposed
transactions that were described therein:  (a) the formation of
several new subsidiaries, which are expected to be limited
liability companies (each a special purpose entity, or "SPE");
(b) the acquisition by each Utility of the equity interests in
one or more SPEs; (c) the issuance by the SPEs of RRBs or other
related debt instruments and the sale of such RRBs or other
instruments either to investors or to a special purpose trust
created by one or more agencies of the relevant state; and (d)
the entry by each of the Utilities into servicing agreements and
administration agreements with the SPEs.  Capitalized terms used
herein and not otherwise defined are used as defined in the
Application.

     On or before January 30, 2002, certain of the transactions,
as proposed in the Application and authorized by order of the
Commission in HCAR No. 27319 (December 26, 2000) and HCAR No.
27364 (March 23, 2001) (collectively, the "Order"), were carried
out (the "Consummated Transactions").  Specifically, (a) PSNH
formed PSNH Funding LLC 2, which is a new special purpose entity,
limited liability company subsidiary; (b) PSNH acquired the
equity interest in PSNH Funding LLC 2; (c) in a transaction using
the One Security Format, PSNH Funding LLC 2 issued RRBs, which in
turn were sold to investors; and (d) PSNH entered into a
servicing agreement and an administration agreement with PSNH
Funding LLC 2.

     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, the Application and
the exhibits thereto, originals or copies certified to my
satisfaction of such corporate records of PSNH, certificates of
public officials and of officers of PSNH, 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 New Hampshire 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 New Hampshire, and do not hold
myself out as an expert in the laws of New Hampshire.  In
expressing opinions about matters governed by the laws of the
State of New Hampshire, I have consulted with counsel engaged by
me and with counsel who are employed by NUSCO and are members of
the bar of such State.

     I have assumed that the Consummated Transactions were
carried out in conformity with the Securities Act of 1933 and the
Securities Exchange Act of 1934, each as amended, and the
requisite authorizations, approvals, consents or exemptions under
the securities laws of the various States and other jurisdictions
of the United States.

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

     (a)  All State laws applicable to the Consummated
          Transactions were complied with;

     (b)  PSNH Funding LLC 2 was validly organized and duly
          existing;

     (c)  The RRBs issued by PSNH Funding LLC 2 as contemplated
          in the Application and authorized by the Order were
          valid and binding obligations of PSNH Funding LLC 2 in
          accordance with their terms;

     (d)  PSNH Funding LLC 2 legally acquired RRB Property from
          PSNH;

     (e)  PSNH legally acquired the equity interests in PSNH
          Funding LLC 2; and

     (f)  The consummation of the Consummated Transactions did
          not violate the legal rights of the holders of any of
          the securities issued by PSNH or any associate company
          thereof.

     I hereby consent to the filing of this opinion as an exhibit
to the certificate filed pursuant to Rule 24 under the Act and in
any proceedings before the Commission that may be held in
connection therewith.

Very truly yours,



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