35-CERT

UNITED STATES OF AMERICA

BEFORE THE SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.

In the Matter of

Northeast Utilities	Certificate pursuant to Rule
The Connecticut Light and Power Company	24 under the Public Utility Holding
Public Service Company of New Hampshire	Company Act of 1935
Western Massachusetts Electric Company
Yankee Gas Services Company

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 transactions proposed in the Application/Declaration on Form U-1 (the "Application") in File No. 70-9755, Northeast Utilities (“NU”), The Connecticut Light and Power Company (“CL&P”), Public Service Company of New Hampshire (“PSNH”), Yankee Gas Services Company (“Yankee Gas”) and Western Massachusetts Electric Company (“WMECO”) hereby report and certify as follows:

(i)

On December 9, 2005, NU entered into a $700 million revolving credit facility pursuant to a Credit Agreement dated as of December 9, 2005 among NU, the Banks Named Therein, Union Bank of California, N.A. as Administrative Agent, and Barclays Bank, PLC, JPMorgan Chase Bank, N.A. and Union Bank of California, N.A., as Fronting Banks.

(ii)

On December 9, 2005, CL&P, PSNH, Yankee Gas and WMECO entered into a $400 million aggregate revolving credit facility pursuant to an Amended and Restated Credit Agreement dated as of December 9, 2005, among WMECO, CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citicorp USA, Inc., as Administrative Agent.

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, 2004 in this file (HCAR 35-27870) and the order issued on October 20, 2005 (HCAR 35-28052).

Submitted with this Certificate are a copy of the respective credit agreements and the "past tense" opinion of counsel.

Exhibits

Exhibit B-1

Credit Agreement dated as of December 9, 2005 among NU, the Banks Named Therein, the Lenders party thereto and Union Bank of California, N.A. as Administrative Agent and Barclays Bank, PLC, JPMorgan Chase Bank, N.A. and Union Bank of California, N.A., as Fronting Banks (Incorporated by reference as Exhibit 99.1 to NU Form 8-K filed December 15, 2005, File No. 1-5324) .

Exhibit B-2

Amended and Restated Credit Agreement dated as of December 9, 2005 among CL&P, PSNH, WMECO and Yankee Gas, the Banks Named Therein, the Lenders party thereto and Citicorp USA Inc. (Incorporated by reference as Exhibit 99.2 to NU, CL&P, PSNH and WMECO Form 8-K filed December 15, 2005, File Nos. 0-00404, 1-6392 and 0-7624) .

Exhibit F-2

Past-Tense Opinion of Counsel

[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

Public Service Company of New Hampshire

Western Massachusetts Electric Company

Yankee Gas Services Company

By:       /s/ Randy A. Shoop

Name:

Randy A. Shoop

Title:   

Vice President and Treasurer

Dated:

December 19, 2005

EX-99

Exhibit F-2

December 19, 2005

Securities and Exchange Commission

450 Fifth Street, N.W.

Judiciary Plaza

Washington, D.C. 20549

Re:

Northeast Utilities et al.

File No. 70-9755

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company ("NUSCO"), a service company affiliate of Northeast Utilities ("NU"), The Connecticut  Light and Power Company (“CL&P”), Western Massachusetts Electric Company (“WMECO”), Public Service Company of New Hampshire (“PSNH”) and Yankee Gas Services Company (“YG”) (collectively the “Applicants”).  I have acted as counsel to the Applicants in connection with the transactions contemplated by the Application/Declaration, as amended, in the above referenced file (the "Application"), and described in the Certificate Pursuant to Rule 24 dated December 19, 2005 ("Rule 24 Certificate").  This opinion is given to you with respect to the transactions (the “Transactions”) described in the Rule 24 Certificate filed as of today’s date pursuant to your Instructions as to Exhibits to applications and declarations filed on Form U-1.  Except as otherwise defined herein, terms used herein shall have the meanings given them in the Application.

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 the Applicants, certificates of public officials and of officers of the Applicants, 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 or New Hampshire, and do not hold myself out as an expert in the laws of such Commonwealth or such states, although I have made a study of relevant laws of such Commonwealth and such states.  In expressing opinions about matters governed by the laws of the Commonwealth of Massachusetts and the states of Connecticut and New Hampshire, I have consulted with counsel who are employed by NUSCO and are members of the bar of such Commonwealth and such states.

I have assumed that the Transactions were carried out in conformity with the requisite securities laws of the United States.

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

1.

All state laws applicable to the Transactions have been complied with.

2.

NU and WMECO are validly organized and duly existing under the laws of the Commonwealth of Massachusetts.   CL&P and YG are validly organized and duly existing under the laws of the state of Connecticut.  PSNH is validly organized and duly existing under the laws of the state of New Hampshire.

3.

Any notes issued by the Applicants to the banks pursuant to their respective Credit Agreements in connection with the Transactions, were issued in accordance with the authorization sought in the Application, and are the valid and binding obligations of such Applicant in accordance with their respective terms.

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 of such Applicant.

I hereby consent to the filing of this opinion in File No. 70-9755.

Very truly yours,

/s/ Jeffrey C. Miller

Jeffrey C. Miller

Assistant General Counsel

Northeast Utilities Service Company