35-CERT

                                                  FILE NO. 70-8875
  
                   SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549
  
              CERTIFICATE OF CONSUMMATION WITH RESPECT TO
                AMENDMENTS 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 May 30, 1997, NU, CL&P and WMECO consummated the transactions
       contemplated by Post-Effective Amendment No. 2 to the
       Application/Declaration (as amended, the "Application") in File
       No. 70-8875, insofar as the Application related to amendments 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 on May 29, 1997 in this File.  Insofar as the
       Application related to the short-term borrowing limits of North
       Atlantic Energy Corporation, the Applicants will file, in
       accordance with Rule 24 and the Commission's order, quarterly
       certificates of notification describing its borrowings through
       the Money Pool.
  
  June 5, 1997
  
                         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/ David R. McHale              
                          
                                       Name: David R. McHale
                                         Title: Assistant Treasurer  

EX-99

  
                                   June 5, 1997
  
  
  
  Securities and Exchange Commission
  Judiciary Plaza
  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:
  
     I am Assistant General Counsel of Northeast Utilities Service
  Company ("NUSCO"), a service company affiliate of Northeast Utilities
  ("NU").  I have acted as counsel to NU, The Connecticut Light and
  Power Company ("CL&P"), Western Massachusetts Electric Company
  ("WMECO") and North Atlantic Energy Corporation ("NAEC")
  (collectively, the "Applicants") in connection with the amendments to
  the Revolving Credit Facility (the "Amended Facility") contemplated by
  Post-Effective Amendment No. 2 to the Application/Declaration in the
  above-referenced file (as amended, the "Application").  This opinion
  is given to you with respect to the Amended 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.
  
     In connection with this opinion, I have reviewed or caused to be
  reviewed the Application and the exhibits thereto, the Applicants'
  charter documents, amended to the date of this opinion, the
  proceedings of their shareholders and boards of directors to date and
  such other papers, documents and records, and have made or caused to
  be made such examination of law, as I deemed relevant and necessary in
  order to give this opinion.
  
     The opinions set forth herein are qualified in their entirety as
  follows: (a) no opinion is expressed as to any laws other than the
  federal laws of the United States and the laws of the States of
  Connecticut and New Hampshire and the Commonwealth of Massachusetts;
  and (b) no opinion is expressed as to the securities laws of any
  state.
  
     Based on and subject to the foregoing, I am of the opinion that:
  
     1.   All state laws applicable to the transactions contemplated
  by the Amended Facility for which the Commission's approval was sought
  in the Application were complied with at the time such transactions
  were consummated.
  
     2.   The consummation of the transactions contemplated by the
  Amended Facility for which the Commission's 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.
  
     3.   The transactions contemplated by the Amended Facility for
  which the Commission's approval was sought in the Application were
  carried out in accordance with the Application.
  
     I am a member of the Bar of the State of New York.  As to matters
  involving the laws of other jurisdictions, I have made study of such
  laws and consulted with lawyers employed by NUSCO who are admitted to
  the Bars of such other jurisdictions.
  
                                   Very truly yours,
  
                                   /s/ Jeffrey C. Miller
  
                                   Jeffrey C. Miller
                                   Assistant General Counsel
                                   Northeast Utilities Service Company