35-CERT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Application of Northeast	)	CERTIFICATE PURSUANT TO
Utilities, et al. on Form U-1	)	RULE 24 UNDER THE PUBLIC
File No. 70-10184	)	UTILITY HOLDING COMPANY ACT
	)	of 1935

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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 ("NU") certifies that the transactions, as proposed in the Application/Declaration (the “Application”) to the Commission on Form U-1 (File No. 70-10184), as amended, and authorized by order of the Commission in Public Utility Holding Company Act Release No. 35-28007, dated July 28, 2005, have been carried out in accordance with the terms and conditions of and for the purposes represented by the Application and of the Commission's order with respect thereto.

Specifically, on September 23, 2005, NU and its subsidiaries entered into an Amended and Restated Tax Allocation Agreement which provides that NU will retain the benefit (in the form of the reduction in consolidated tax) that is attributable to tax losses incurred by it in connection with the debt incurred to acquire Yankee Energy System, Inc., rather than generally provide such tax benefit to its subsidiaries.

Exhibits

A -

Second Amended and Restated Tax Allocation Agreement (Incorporated by reference to Exhibit D.4 to Amendment No. 1 to U5S Annual Report for the year ended December 31, 2004, filed September 30, 2005).

F.1-

Past Tense Opinion

[SIGNATURE PAGE TO FOLLOW]

SIGNATURE

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

Northeast Utilities

By:  /s/ Patricia C. Cosgel

       Name: Patricia C. Cosgel

       Title:  Assistant Treasurer - Finance

Dated:  October 11, 2005

EX-99

Exhibit F.1

October 11, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Judiciary Plaza

Washington, D.C. 20549

Re:

Northeast Utilities et al.

File No. 70-10184

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company ("NUSCO"), a service company affiliate of Northeast Utilities ("NU").  I have acted as counsel for NU and its wholly-owned direct and indirect subsidiaries, (collectively, the "Applicants") in connection with the Application/Declaration on Form U-1, as amended, in File No. 70-10184 ("Declaration").  In the Declaration, the Applicants seek the approval of the Commission of a Second Amended and Restated Tax Allocation Agreement (the "Proposed Transaction").

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, 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 Commonwealth of Massachusetts, the States of Connecticut and New Hampshire 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 States of Connecticut and New Hampshire and do not hold  myself out as an expert in the laws of such Commonwealth or States.  In expressing opinions about matters governed by the laws of such

Commonwealth or such States, I have consulted with counsel who are employed by NUSCO and are members of the bar of such Commonwealth or such States.

Based upon and subject to the foregoing, I am of the opinion that:

(a)

all State laws applicable to the Proposed Transaction have been complied with;

(b)

the consummation of the Proposed Transactions did not violate the legal rights of the holders of any securities issued by any Applicant or any associate company thereof.

I hereby consent to the filing of this opinion as an exhibit to the Declaration and in any proceedings before the Commission that may be held in connection therewith.

Very truly yours,

/s/ Jeffrey C. Miller

Jeffrey C. Miller

Assistant General Counsel

Northeast Utilities Service Company