U-1

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


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Application of Northeast           )    CERTIFICATE PURSUANT TO
Utilities ("NU"), et al. on        )    RULE 24 UNDER THE PUBLIC
Form U-1)                          )     UTILITY HOLDING
COMPANY ACT                        )   of 1935
File No. 37-65

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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 Service Company ("NUSCO") certifies that the
transactions, as proposed in the Application/Declaration to the
Commission on Form U-1 (File No. 37-65), as amended, and
authorized by order of the Commission in Public Utility Holding
Company Act Release No. 15519, dated June 30, 1966, have been
carried out in accordance with the terms and conditions of and
for the purpose represented by the Application/Declaration and of
the Commission's Order No. 1 with respect thereto.
Specifically, as of November 1, 2002, the date of the closing of
the sale of the NU system's interests in the Seabrook nuclear
power station to FPL Energy Seabrook, LLC ("FPLE"),  NUSCO began
to provide certain operational services ("Services")  to FPLE.
The scope of the Services was outlined in two 60-Day letters
filed with the Commission by NUSCO on September 9, 2002 and
October 18, 2002, respectively.

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

Exhibit

F-1  Post Effective Opinion of Counsel



                                 SIGNATURE


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


                              Northeast Utilities Service Company



                              By:  /s/ Jane P. Seidl
                              Name:     Jane P. Seidl
                              Title:    Senior Counsel
                                        Northeast Utilities Service
                                        Company

                              Dated:  November 13, 2002

EX-99.11 OPIN COUNSL

                                                 Exhibit F-1

November 13, 2002


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

Re:  Northeast Utilities et al., Application/Declaration on Form U-1
     File No. 37-65

Ladies and Gentlemen:


I am Senior Counsel of Northeast Utilities Service Company
(NUSCO), a service company affiliate of Northeast Utilities
(NU).  In connection with certain transactions contemplated
by the Application/Declaration, as amended, in the above referenced
file (the Application), I have acted as counsel to NUSCO.  This opinion
is given to you with respect to the provision of certain services by
NUSCO to FPLE, as proposed in NUSCO's 60-Day Letter requests to the
Commission dated September 9, 2002 and October 18, 2002 (collectively,
the 60-Day Letter), and as approved by the Commission in its
response dated October 3, 2002.  Except as otherwise defined
herein, terms used herein shall have the meanings given them
in the Application and the 60-Day Letter.

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 NUSCO, 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
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.  The change in the type and character of companies to be
serviced, and in the scope or character of services to be rendered
by NUSCO, was carried out in accordance with the terms and conditions
of and for the purposes represented by the Application.

2.  All state laws applicable to the provision of services
by NUSCO to FPLE have been complied with.

3.  NUSCO is validly organized and duly existing under the
laws of the State of Connecticut.

4.  The Interim Services Agreement is the valid and binding
obligation of NUSCO, enforceable in accordance with its terms.

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

Very truly yours,


/s/  Jane P. Seidl
Jane P. Seidl
Senior Counsel
Northeast Utilities Service Company