35-CERT

                                                            FILE NO. 70-8875

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                        
                  CERTIFICATE OF CONSUMMATION WITH RESPECT TO
                           REVOLVING CREDIT FACILITY
                                        
                              NORTHEAST UTILITIES
                    THE CONNECTICUT LIGHT AND POWER COMPANY
                     WESTERN MASSACHUSETTS ELECTRIC COMPANY
                    PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
                          HOLYOKE WATER POWER COMPANY
                       NORTH ATLANTIC ENERGY CORPORATION

Pursuant to the requirements of Rule 24(a) of the Commission*s regulations
under the Public Utility Holding Company Act of 1935, as amended, Northeast
Utilities ("NU"), The Connecticut Light and Power Company ("CL&P"), Western
Massachusetts Electric Company ("WMECO"), Public Service Company of New
Hampshire, Holyoke Water Power Company and North Atlantic Energy Corporation
(collectively, the "Applicants") hereby report and certify as follows:

    On November 21, 1996, NU, CL&P and WMECO consummated the transactions
    contemplated by the application/declaration (the "Application") in File No.
    70-8875, as amended, insofar as the Application related to the Revolving
    Credit Facility.  The transactions 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 in this File.  Insofar as the
    Application related to the Applicants* short-term borrowing limits, the
    Applicants will file, in accordance with Rule 24 and the Commission*s
    order, quarterly certificates of notification describing their borrowings
    through the Money Pool and the issue and sale of Short-Term Notes and
    Commercial Paper.

November 27, 1996

                                         NORTHEAST UTILITIES
                                         THE CONNECTICUT LIGHT AND
                                             POWER COMPANY
                                         WESTERN MASSACHUSETTS ELECTRIC
                                             COMPANY
                                         PUBLIC SERVICE COMPANY OF NEW
                                             HAMPSHIRE
                                         HOLYOKE WATER POWER COMPANY
                                         NORTH ATLANTIC ENERGY CORPORATION



                                         By /s/
                                            Name:  David R. McHale
                                            Title: Assistant Treasurer

EX-99

                                        November 27, 1996



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

Re:Northeast Utilities
The Connecticut Light and Power Company
Western Massachusetts Electric Company
Public Service Company of New Hampshire
Holyoke Water Power Company
North Atlantic Energy Corporation
File No. 70-8875

Ladies and Gentlemen:

        We have acted as counsel to the above-referenced companies in
connection with the Revolving Credit Facility (the "Facility") contemplated by
the above-referenced application/declaration, as amended (the "Application").
This opinion is given to you with respect to such Facility 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 same
meanings as set forth in the Application.

        We have examined such documents, corporate records and other
instruments as we have deemed necessary or advisable for the purposes of this
opinion.  We have assumed the authenticity of all documents submitted to us as
originals, the genuineness of all signatures, the legal capacity of natural
persons and the conformity to originals of all documents submitted to us as
copies.

        The opinions set forth herein are qualified in their entirety as
follows:

        (a)    No opinion is expressed as to any laws other than (i) the
               federal laws of the United States, (ii) the laws of the State of
               Connecticut, (iii) the laws of the Commonwealth of Massachusetts
               and (iv) the General Business Law of the State of New York; and

        (b)    We are relying on the opinions of Jeffrey C. Miller, Assistant
               General Counsel of NUSCO, as to the matters set forth in
               paragraphs 1 (as to matters arising under Massachusetts law), 2
               and 5 hereof.

        Based on and subject to the foregoing, we are of the opinion that:

        1.     All state laws applicable to the Facility for which Commission
approval was sought in the Application were complied with at the time the
Facility was consummated.

        2.     NU and WMECO is each validly organized and duly existing under
the laws of the Commonwealth of Massachusetts.

        3.     CL&P is validly organized and duly existing under the laws of
the State of Connecticut.

        4.     The Notes issued under the Facility are valid and binding
obligations of NU, CL&P and WMECO, as the case may be, in accordance with the
terms thereof.

        5.     The consummation of the Facility for which Commission approval
was sought in the Application did not violate the legal rights of the holders
of any securities issued by NU, CL&P or WMECO or any associate company thereof.

        6.     The transactions for which Commission approval was sought in the
Application were carried out in accordance with the Application.

                                             Very truly yours,



                                             /s/
                                                Day, Berry & Howard