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