UNITED STATES OF AMERICA

          BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.

In the Matter of

NORTHEAST UTILITIES                          CERTIFICATE
THE CONNECTICUT LIGHT AND                    PURSUANT TO
  POWER COMPANY                              RULE 24
WESTERN MASSACHUSETTS
  ELECTRIC COMPANY
HOLYOKE WATER POWER COMPANY
NORTHEAST UTILITIES SERVICE COMPANY
NORTHEAST NUCLEAR ENERGY COMPANY
ROCKY RIVER REALTY COMPANY
NORTH ATLANTIC ENERGY COMPANY
PUBLIC SERVICE COMPANY OF
  NEW HAMPSHIRE
QUINNEHTUK, INC.
NU ENTERPRISES, INC.
SELECT ENERGY, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICE
  COMPANY
MODE 1 COMMUNICATIONS, INC.
SELECT ENERGY SERVICES, INC.
YANKEE GAS SERVICES COMPANY
YANKEE ENERGY FINANCIAL
    SERVICES COMPANY
YANKEE ENERGY SERVICES COMPANY
NORCONN PROPERTIES, INC.
YANKEE ENERGY SYSTEM, INC.
SELECT ENERGY NEW YORK, INC.
E. S.  BOULOS COMPANY
WOODS ELECTRICAL COMPANY, INC.
WOODS NETWORK SERVICES, INC.

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 transaction proposed in
the Application/Declaration on Form U-1 (the "Application") in
File No. 70-9755, the Applicants hereto hereby report and certify
as follows:

     As of March 31, 2004, Western Massachusetts Electric Company
("WMECO"), The Connecticut Light and Power Company ("CL&P"),
Public Service Company of New Hampshire ("PSNH") and Yankee Gas
Services Company ("Yankee Gas") entered into an Amendment to the
Credit Agreement dated as of November 10, 2003, among WMECO,
CL&P, PSNH, Yankee Gas, the Banks Named Therein and Citibank,
N.A. as Administrative Agent, a copy of which is filed as Exhibit
B-7 to this Certificate.

     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, 2003 in this file.


Exhibits

Exhibit B-7    Amendment dated as of March 31, 2004 to Credit
               Agreement dated as of November 10, 2003, among WMECO,
               CL&P, PSNH, Yankee Gas, the Banks Named Therein and
               Citibank, N.A. as Administrative Agent



                    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
WESTERN MASSACHUSETTS ELECTRIC COMPANY
HOLYOKE WATER POWER COMPANY
NORTHEAST UTILITIES SERVICE COMPANY
NORTHEAST NUCLEAR ENERGY COMPANY
ROCKY RIVER REALTY COMPANY
NORTH ATLANTIC ENERGY COMPANY
PUBLIC SERVICE COMPANY OF  NEW HAMPSHIRE
QUINNEHTUK, INC.
NU ENTERPRISES, INC.
SELECT ENERGY, INC.
NORTHEAST GENERATION COMPANY
NORTHEAST GENERATION SERVICE COMPANY
MODE 1 COMMUNICATIONS, INC.
SELECT ENERGY SERVICES, INC.
YANKEE GAS SERVICES COMPANY
YANKEE ENERGY FINANCIAL SERVICES COMPANY
YANKEE ENERGY SERVICES COMPANY
NORCONN PROPERTIES, INC.
YANKEE ENERGY SYSTEM, INC.
SELECT ENERGY NEW YORK, INC.
E. S.  BOULOS COMPANY
WOODS ELECTRICAL COMPANY, INC.
WOODS NETWORK SERVICES, INC.


By:  /s/ Randy A. Shoop
         Randy A. Shoop
         Assistant Treasurer-Finance, Northeast Utilities
         Service Company,
         as Agent for all of the above-named companies

Dated:   April 26, 2004