File No. 70-9543


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



Application of Northeast Utilities        )  CERTIFICATE PURSUANT TO RULE 24
and Northeast Generation Services Company )  UNDER THE PUBLIC UTILITY HOLDING
on Form U-1                               )  COMPANY ACT OF 1935

     Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, Northeast Utilities ("NU"), a registered holding company,
hereby files this quarterly report as required by the Securities and Exchange
Commission's order authorizing the use of proceeds of financing transaction for
investment in Exempt Wholesale Generators.  (HCAR No. 35-27148, March 7, 2000,
File No. 70-9543) ("Order").

     For the quarter ended March 31, 2004, the following information is
reported pursuant to the Order.

1)   A computation in accordance with rule 53(a) (as modified by the
     Commission's order in this proceeding) of NU's aggregate investment in
     EWGs.

     As of March 31, 2004, NU's aggregate investment in EWGs was approximately
     $448.2 million, or 54.3% of its average Consolidated Retained Earnings for
     the most recent four quarters of approximately $825.7 million.

2)   Consolidated capitalization ratios of NU as of the end of that quarter,
     with consolidated debt to include all short-term debt and non-recourse
     debt of the EWG:

     NU Consolidated Capitalization

     --------------------------------------------------------------------------
                                             As of March 31, 2004
     --------------------------------------------------------------------------
                                     (Thousands of Dollars)          %
                                                                    ---

     Common shareholders' equity          $2,333,356               34.4%
     Preferred stock                         116,200                1.7
     Long-term and short-term debt         2,642,413               39.0
     Rate reduction bonds                  1,682,500               24.9
                                          ----------              -----
                                          $6,774,469              100.0%
                                          ==========              =====

3)   Analysis of the growth in consolidated retained earnings which segregates
     total earnings growth of Northeast Generation Company (NGC) from that
     attributable to other subsidiaries of NU.

     Retained earnings statement as of March 31, 2004:

     --------------------------------------------------------------------------
                                                 NGC            NU Consolidated
     --------------------------------------------------------------------------
                                                   (Thousands of Dollars)

     Beginning balance as of January 1, 2004    $31,766             $808,932
     Additions:
       Net income                                 9,852               67,442
     Deductions:
       Dividends declared-common shares           7,000               19,177
                                                -------             --------
     Ending balance as of March 31, 2004        $34,618             $857,197
                                                =======             ========
     --------------------------------------------------------------------------

4)   A statement of revenues and net income for the EWG for the
     twelve months ending as of the end of that quarter.

     -------------------------------------------------------------------
     Twelve Months Ended March 31, 2004                   NGC
     -------------------------------------------------------------------
                                                (Thousands of Dollars)

     Revenues                                          $146,843
     Net Income                                        $ 38,343
     -------------------------------------------------------------------




                               SIGNATURE


      Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused this
certificate to be signed on their behalf by the undersigned thereunto
duly authorized.

NORTHEAST UTILITIES



/s/ John P. Stack
    ------------------------------------------
    Vice President - Accounting and Controller
    Northeast Utilities
    P.O. Box 270
    Hartford, CT 06141-0270
    May 27, 2004