File No. 70-9185

                    UNITED STATES OF AMERICA
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549



Application of Northeast Utilities  )  CERTIFICATE AS TO PARTIAL
et al. on Form U-1                  )  CONSUMMATION PURSUANT TO 
                                    )  RULE 24 UNDER THE PUBLIC UTILITY
                                    )  HOLDING COMPANY ACT OF 1935

     Pursuant to the requirements of Rule 24 under the Public Utility 
Holding Company Act of 1935, as amended (the "Act"), Northeast Utilities 
("NU"), a registered holding company under the Act, and its system 
companies (the "Companies") certify that the transactions relating to 
the issuance of Northeast Utilities Common Shares, $5.00 par value, 
("Shares") other than under and in accordance with the terms of the 
Northeast Utilities Incentive Plan, as proposed in the 
Application/Declaration to the Commission on Form U-1 (File No. 70-9185) 
and authorized by order of the Commission in Public Utility Holding 
Company Act Release No. 35-26865, dated April 28, 1998, (the "Order") 
have been carried out in accordance with the terms and conditions of 
and for the purposes stated in the Application/Declaration and of the 
Commission's order with respect thereto.  

     The referenced Application/Declaration authorized the Companies to
issue (a) Shares in such numbers permitted by and in accordance with 
the terms and conditions of the Northeast Utilities Incentive Plan over
the ten year term of such plan, (b) Shares in such numbers permitted
by and in accordance with the terms and conditions of the Northeast
Utilities Employee Share Purchase Plan over the ten year term of such
plan, and (c) up to 1.3 million Shares as incentive compensation to
employees other than under the Northeast Utilities Incentive Plan,
prior to 2008.

      NU discontinued the Northeast Utilities Employee Share Purchase Plan
in December 2000, after issuing 582,844 Shares thereunder, in 
anticipation of its merger with Consolidated Edison, Inc. (see File
70-7613) and replaced it with a successor plan in 2001 (see File No.
70-9833) after the merger was abandoned.  Further, the Companies have
discontinued the practice of providing incentive compensation to
employees other than under the Northeast Utilities Incentive 
Plan, after issuing approximately 250,000 Shares pursuant to the Order.
The transactions authorized by the Commission as described in (b) and
(c) of the previous paragraph have therefore been consummated.


                            SIGNATURE


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


NORTHEAST UTILITIES


/s/ Randy A. Shoop
Randy A. Shoop
Assistant Treasurer - Finance
Northeast Utilities
P.O. Box 270
Hartford, CT 06141-0270

Dated: October 12, 2004