35-CERT

                                                File No. 70-8080

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



Application of Northeast Utilities  )  CERTIFICATE PURSUANT TO RULE 24
on Form U-1                         )  UNDER THE PUBLIC UTILITY HOLDING
                                    )  COMPANY ACT OF 1935

     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 holding company under
the Act, certifies that the transactions as proposed in the
Application/Declaration to the Commission on Form U-1 (File No.
70-8080), as amended, and authorized by orders of the Commission in
Public Utility Holding Company Act Releases No. 35-25842, dated June
30, 1993, and 35-26368, dated September 5, 1995, have been
carried out in accordance with the terms and conditions of and
for the purposes stated in the Application/Declaration, as amended,
and of the Commission's orders with respect thereto.

      Specifically, NU issued 50,000 of its Common Shares, $5.00 par
value, for the purpose of providing compensation for its non-employee
trustees on or prior to April 1, 2002.

      Attached is the "past tense" opinion of counsel required by
paragraph (2) of Instruction F As to Exhibits of Form U-1.

                            SIGNATURE


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


NORTHEAST UTILITIES


/s/ Randy A. Shoop
Randy A. Shoop
Assistant Treasurer - Finance
Northeast Utilities
P.O. Box 270
Hartford, CT 06141-0270

Dated: October 6, 2004

EX-99

                                        October 6, 2004


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

     Re:  Northeast Utilities
          File No. 70-8080

Gentlemen:

     I am Senior Counsel of Northeast Utilities Service
Company (NUSCO), a service company subsidiary of Northeast
Utilities (NU), a registered holding company, and in that
capacity I have acted as counsel to NU and NUSCO (collectively,
the Applicants) in connection with their application/declaration,
as amended (the Application) in File No.70-8080 for authority for
NUSCO, acting on behalf of NU, to issue to non-employee trustees
of NU up to 50,000  Common Shares, $5.00 par value, of NU to be
acquired on the open market from time to time as part of their
compensation as trustees (the Transactions).  I am furnishing this
opinion in connection with the Certificate of Consummation
pursuant to Rule 24 in this file.

     I have examined, or caused to be examined by counsel associated
with me, the Application, NU's Declaration of Trust, as amended and
NUSCO's charter, the minutes of meetings of the shareholders and Board
of Trustees of NU and the Board of Directors of NUSCO, and such other
records and documents, and have examined such other issues of fact and
law, as I have deemed necessary in order to enable me to
render this opinion.

     I am a member of the bars of the Commonwealth of Massachusetts
and the State of Connecticut.  This opinion is limited to matters of
Massachusetts, Connecticut, and federal law.  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 following
opinion:

     1.    All state laws applicable to the Transactions were
           complied with;

     2.    The NU Common Shares used as compensation for the
           non-employee trustees of NU in accordance with the
           terms of the Application were at the time of such use
           validly issued, fully paid and non-assessable, and the
           holders thereof were entitled to the rights and
           privileges appertaining thereto set forth in the
           Declaration of Trust;

     3.    NUSCO, acting on behalf of NU, legally acquired
           the NU Common Shares in the open market as described in
           the Application; and

     4.    The consummation of the Transactions did not
           violate the legal rights of the holders of any
           securities issued by the Applicants or any associate
           company thereof.


                                        Very truly yours,


                                        /s/ Richard M. Early