35-CERT

                    UNITED STATES OF AMERICA

          BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.

In the Matter of

NORTHEAST UTILITIES                          CERTIFICATE
THE CONNECTICUT LIGHT AND                    PURSUANT TO
  POWER COMPANY                              RULE 24
WESTERN MASSACHUSETTS
  ELECTRIC COMPANY
HOLYOKE WATER POWER COMPANY
NORTHEAST UTILITIES SERVICE COMPANY
NORTHEAST NUCLEAR ENERGY COMPANY
ROCKY RIVER REALTY COMPANY
NORTH ATLANTIC ENERGY COMPANY
PUBLIC SERVICE COMPANY OF
  NEW HAMPSHIRE
QUINNEHTUK, INC.
NU ENTERPRISES, INC.
SELECT ENERGY, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICE
  COMPANY
MODE 1 COMMUNICATIONS, INC.
SELECT ENERGY SERVICES, INC.
YANKEE GAS SERVICES COMPANY
YANKEE ENERGY FINANCIAL
    SERVICES COMPANY
YANKEE ENERGY SERVICES COMPANY
NORCONN PROPERTIES, INC.
YANKEE ENERGY SYSTEM, INC.
SELECT ENERGY NEW YORK, INC.
E. S.  BOULOS COMPANY
WOODS ELECTRICAL COMPANY, INC.
WOODS NETWORK SERVICES, INC.

File No.  70-9755
(Public Utility Holding
Company Act of 1935)

     Pursuant to the requirements of Rule 24(a) of the
Commission's regulations under the Public Utility Holding Company
Act of 1935, and with reference to the transaction proposed in
the Application/Declaration on Form U-1 (the "Application") in
File No. 70-9755, the Applicants hereto hereby report and certify
as follows:

     As of March 31, 2004, Western Massachusetts Electric Company
("WMECO"), The Connecticut Light and Power Company ("CL&P"),
Public Service Company of New Hampshire ("PSNH") and Yankee Gas
Services Company ("Yankee Gas") entered into an Amendment to the
Credit Agreement dated as of November 10, 2003, among WMECO,
CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citibank,
N.A. as Administrative Agent, a copy of which is filed as Exhibit
B-7 to this Certificate.

     The transactions referenced above were carried out in accordance
with the terms and conditions of and for the purposes represented
by the Application and the order of the Commission issued on June
30, 2003 in this file.


Exhibits

Exhibit B-7    Amendment dated as of March 31, 2004 to Credit
               Agreement dated as of November 10, 2003, among WMECO,
               CL&P, PSNH, Yankee Gas, the Banks Named Therein and
               Citibank, N.A. as Administrative Agent



                    SIGNATURE PAGE TO FOLLOW
                            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 their behalf by the undersigned
hereunto duly authorized

NORTHEAST UTILITIES
THE CONNECTICUT LIGHT AND POWER COMPANY
WESTERN MASSACHUSETTS ELECTRIC COMPANY
HOLYOKE WATER POWER COMPANY
NORTHEAST UTILITIES SERVICE COMPANY
NORTHEAST NUCLEAR ENERGY COMPANY
ROCKY RIVER REALTY COMPANY
NORTH ATLANTIC ENERGY COMPANY
PUBLIC SERVICE COMPANY OF  NEW HAMPSHIRE
QUINNEHTUK, INC.
NU ENTERPRISES, INC.
SELECT ENERGY, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICE COMPANY
MODE 1 COMMUNICATIONS, INC.
SELECT ENERGY SERVICES, INC.
YANKEE GAS SERVICES COMPANY
YANKEE ENERGY FINANCIAL SERVICES COMPANY
YANKEE ENERGY SERVICES COMPANY
NORCONN PROPERTIES, INC.
YANKEE ENERGY SYSTEM, INC.
SELECT ENERGY NEW YORK, INC.
E. S.  BOULOS COMPANY
WOODS ELECTRICAL COMPANY, INC.
WOODS NETWORK SERVICES, INC.


By:  /s/ Randy A. Shoop
         Randy A. Shoop
         Assistant Treasurer-Finance, Northeast Utilities
         Service Company,
         as Agent for all of the above-named companies

Dated:   April 26, 2004

EX-99

Exhibit B-7

                          AMENDMENT


    This AMENDMENT, dated as of March 31, 2004 (this
"Amendment"), is made to that certain Credit Agreement,
dated as of November 10, 2003 (the "Credit Agreement"),
among The Connecticut Light and Power Company, Western
Massachusetts Electric Company, Yankee Gas Services
Company, Public, Service of New Hampshire (collectively,
the "Borrowers"), the financial institutions (the "Lenders")
from time to time party thereto, and Citibank, N.A., as
administrative agent for the Lenders (the "Administrative Agent").

                         WITNESSETH:

     WHEREAS, the Borrowers, the Lenders and the Administrative Agent
have previously entered into the Credit Agreement;

     WHEREAS, the Borrowers have requested that the Lenders agree, to
modify certain requirements of the Credit Agreement, and the Lenders
are willing to agree to such modification, subject to the terms and
conditions hereof.

     NOW, THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

    SECTION 1. , Definitions. Capitalized terms used but not defined
herein have the meanings assigned to such terms in the Credit Agreement.

    SECTION 2. Amendment (a) Effective as of the date hereof, and
subject to the satisfaction of the conditions precedent set forth in
Section 3 hereof, paragraph (b) of Section 7.03 of the Credit Agreement
is amended and restated in its entirety to read as follows:

     "(b) Interest Coverage Ratio. Maintain, as of the end
of each Fiscal Quarter, with respect to the four Fiscal
Quarters then ended, a ratio of Consolidated EBIT to
Consolidated Interest Expense of at least: (i) in the case
of each Borrower other than Yankee for each Fiscal Quarter,
and in the case of Yankee for each Fiscal Quarter ended on
or prior to December  31, 2003, 2.25:1:00, and (ii) in the
case of  Yankee for each Fiscal Quarter ended on  or after
March 31, 2004, 1.75:1:00."

    SECTION 3. Conditions of Effectiveness. Section 2 of
this Amendment shall become effective as of the date first
set forth above (the "Amendment Date") when each of the
following conditions shall have been fulfilled:

         (i) each of the Lenders and the Borrowers shall
    have executed and delivered to the Administrative Agent
    a counterpart of this Amendment; and

         (ii)  the following statements shall be true and correct:

              (A) the representations and warranties set
         forth in Section 4 hereof are true and correct on
         and as of the Amendment Date as though made on and
         as of such date; and

              (B)  no event has occurred and is continuing
         that constitutes an Unmatured Default or an Event
         of Default.

    SECTION 4. Representations and Warranties. Each Borrower represents
and warrants that (a) the representations and warranties made by it in
Article VI of the Credit Agreement (with each reference therein to (i)
"this Agreement", "hereunder" and words of like import referring to the
Credit Agreement being deemed to be a reference to ibis Amendment and
the Credit Agreement as amended hereby and (ii) "Loan Documents",
"thereunder" and words of like import including the Credit Agreement
within their meaning being deemed to include within their meaning
this Amendment and' the Credit Agreement as amended hereby)
are true. and correct on and as of the Amendment Date as
though made on and as of such date, (b) no event has
occurred and is continuing, or would result from the
execution and delivery of this Amendment, that constitutes
an Unmatured Default or an Event of Default, (c) this
Amendment has been duly executed and delivered by it, and
assuming the due execution and delivery by the Lenders
pursuant to due authority of this Amendment, this Amendment,
the Credit Agreement and the Notes executed by it are its
legal, valid and binding obligations, enforceable against it
in accordance with their respective terms, and (d) no
consent, license, order, authorization or approval or other
action by, and no notice to or filing with, any governmental
authority or regulatory body is required for the due
execution and delivery by it of this Amendment.

    SECTION 5. Effect on the Credit Agreement and the
Notes. Except as specifically provided above, the Credit
Agreement and the Notes shall continue to be in full force
and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the
Lenders under the Credit Agreement or the Notes, nor
constitute a waiver of any provision of the Credit Agreement
or the Notes.

    SECTION 6. Costs and Expenses. The Borrowers agree to
pay on demand, in accordance with Section 10.04(e) of the
Credit Agreement, all costs and expenses of the
Administrative Agent in connection with the preparation,
execution and delivery of this Amendment, including, without
limitation, the reasonable fees and out-of-pocket expenses
of counsel for the Administrative Agent with respect
thereto, and all costs and expenses (including, without
limitation, counsel fees and expenses), if any, in
connection with the enforcement (whether through
negotiations, legal proceedings or otherwise) of this
Amendment.

    SECTION 7. Execution in Counterparts. This Amendment
may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute
but one and the same instrument.

    SECTION 8. Governing Law. This Amendment shall be
governed by, and construed in accordance with, the internal
laws of the State of the New York.

                 [Signatures on next page.]



    IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their
respective duly authorized officers as of the date first
above written.

                            THE CONNECTICUT LIGHT AND
                            POWER COMPANY

                            By: /s/ Randy A. Shoop
                                Name: Randy A. Shoop
                                Title:  Treasurer
                                           CL&P


                            WESTERN MASSACHUSETTS ELECTRIC COMPANY

                            By: /s/ Randy A. Shoop
                                Name: RANDY A. SHOOP
                                Title: ASSISTANT TREASURER -
                                       FINANCE

                            YANKEE GAS SERVICES COMPANY


                            By: /s/ Randy A. Shoop
                                Name: RANDY A. SHOOP
                                Title: ASSISTANT TREASURER -
                                       FINANCE


                            PUBLIC SERVICE COMPANY OF
                            NEW HAMPSHIRE

                            By: /s/ Randy A. Shoop
                                Name: RANDY A. SHOOP
                                Title: ASSISTANT TREASURER -
                                       FINANCE

                            CITIBANK, N.A., as Administrative Agent and
                            as a Lender


                            By:  /s/ John S. King
                                 Name:  JOHN S. KING
                                 Title:  Vice President

                            THE BANK OF NEW YORK, as a Lender


                            By:  /s/ Charlotte Sohn Fuchs
                                 Name:  Charlotte Sohn Fuchs
                                 Title:  Vice President

                            BANK ONE, NA, as a Lender


                            By: /s/ Jane Bek Keil
                                Name: Jane Bek Keil
                               Title:  Director

                            BARCLAYS BANK PLC, as a Lender and Bank


                            By:  /s/ Sydney G. Dennis
                                 Name: Sydney G. Dennis
                                 Title:  Director

                            CITIZENS BANK OF MASSACHUSETTS, as a Lender


                            By:  /s/ Michael Ouellet
                                 Name: Michael Ouellet
                                 Title:  Vice President

                            COBANK, ACB, as a Lender


                            By: /s/ Raymond Haley
                                Name:  Raymond Haley
                                Title:  Vice President

                            FLEET NATIONAL BANK, as a Lender and Bank


                            By: /s/ Walter J. Marullo
                                Name: Walter J. Marullo
                                Title: Managing Director


                            JPMORGAN CHASE BANK, as a Lender


                            By:  /s/ Thomas T. Hou
                                 Name:  Thomas T. Hou
                                 Title:  Vice President

                            KEYBANK NATIONAL ASSOCIATION, as a Lender


                            By: /s/ Sherrie I. Manson
                                Name: Sherrie I. Manson
                                Title: Vice President


                            MELLON BANK, N.A., as a Lender


                            By:  /s/ Roger N.  Stanier
                                 Name: Roger N. Stanier
                                 Title:  Vice President

                            UNION BANK OF CALIFORNIA, N.A., as a
                            Lender and Bank


                            By: /s/ Dennis G. Blank
                                Name:  Dennis G. Blank
                                Title: Vice President


                            WACHOVIA BANK, NATIONAL ASSOCIATION, as a
                            Lender


                            By: /s/ Rotcher Watkins
                                Name: Rotcher Watkins
                                Title:  Managing Director