35-CERT

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


Application of Northeast                )   CERTIFICATE PURSUANT TO
Utilities, Western Massachusetts        )   RULE 24 UNDER THE
Electric Company and The Connecticut    )   PUBLIC UTILITY HOLDING
Light and Power Company                 )   COMPANY ACT OF 1935
on Form U-1 File No. 70-9839            )

      Pursuant to the requirements of Rule 24 under the
Public Utility Holding Company Act of 1935, as amended (the "Act"),
Northeast Utilities ("NU"), a registered public utility holding
company, Western Massachusetts Electric Company ("WMECO"), an electric
utility subsidiary of NU, both located in West Massachusetts and The
Connecticut Light and Power Company ("CL&P"), an electric utility
subsidiary of NU located in Berlin, Connecticut (collectively,
"Applicants") certify that certain of the transactions, as proposed in
the Application/Declaration to the Commission on Form U-1 (File
No. 70-9839), as amended, and authorized by order of the Commission in
Public Utility Holding Company Act Release No. 35-27529, dated May 16,
2002, have 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. In such order the
Commission granted authorization, through December 31, 2004, for CL&P
to repurchase shares of its common stock from NU out of capital or
unearned surplus, in an amount up to $100 million and for WMECO to
repurchase shares of its common stock from NU out of capital or
unearned surplus, in an amount up to $21 million, all from the proceeds
from the sale of their respective interests in the Millstone Station
nuclear generating facility.

     The Applicants certify that, on June 27, 2002, WMECO repurchased
75,043 of its common shares from NU for an  aggregate amount of
$13,999,271 out of capital or unearned surplus and (ii) on June 28,
2002, CL&P repurchased 772,890 of its common shares from NU for an
aggregate amount of $49,995,454 out of capital or unearned surplus.
WMECO's and CL&P's senior debt securities were rated investment grade
by at least one rating agency on such dates.

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

Exhibits

F-2 - Post Effective Opinion of Counsel



                               SIGNATURE

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

                               Northeast Utilities
                               Western Massachusetts Electric Company
                               The Connecticut Light and Power Company

                               By:  /s/ David R. McHale
                                        Name: David R. McHale
                                        Title: Vice President and
                                               Treasurer of Northeast
                                               Utilities Service
                                               Company, as Agent for
                                               the above-named
                                               companies

Dated:  July 8, 2002

EX-99.11 OPIN COUNSL

                         Exhibit F-2

July 8, 2002

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

Re:   Northeast Utilities Application/Declaration on Form U-1
      File No. 70-9839

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company
(NUSCO), a service company affiliate of Northeast Utilities ("NU"),
Western Massachusetts Electric Company ("WMECO") and The Connecticut
Light and Power Company ("CL&P").  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,
WMECO and CL&P.  This opinion is given to you with respect to the
repurchase of common shares by each of CL&P and WMECO from NU out of
capital or unearned surplus.  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, CL&P and WMECO,
certificates of public officials and of officers of NU, WMECO and CL&P,
and agreements, instruments and other documents, as I have necessary as
a basis for the opinions expressed below.  In my examination 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 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 and State, 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 repurchase of common shares by
each of WMECO and CL&P from NU out of capital or unearned surplus have
been complied with.

2.  NU and WMECO are each validly organized and duly existing under the
laws of the Commonwealth of Massachusetts and CL&P is validly organized
and duly existing under the laws of the State of Connecticut.

3.  Each of CL&P and WMECO has legally acquired their respective common
shares from NU.

4.  The repurchase of shares from NU by CL&P and WMECO out of capital
or unearned surplus did not violate the legal rights of the holders of
any securities issued by NU, CL&P or WMECO or any associate company
thereof.

I hereby consent to the use of this opinion in connection with the
filing of the certificate under Rule 24.

Very truly yours,


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