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, 2002, 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, 2002, NU's aggregate investment in EWGs was approximately
     $448.2 million, or 69% of its average Consolidated Retained Earnings of
     approximately $653.6 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, 2002
     --------------------------------------------------------------------------
                                            (Thousands of Dollars)      %
                                                                       ---

     Common shareholders' equity                 $2,138,845           31.1%
     Preferred stock                                116,200            1.7
     Long-term and short-term debt                2,566,968           37.3
     Rate reduction bonds                         2,051,807           29.9
                                                 ----------          -----
                                                 $6,873,820          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, 2002:

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

     Beginning balance as of January 1, 2002       $11,853          $678,460
     Additions:
       Net income                                    6,765            18,642
       Miscellaneous elimination adjustment           -                    3
     Deductions:
       Dividends declared-common shares               -               16,171
                                                   -------          --------
     Ending balance as of March 31, 2002           $18,618          $680,934
                                                   =======          ========
     --------------------------------------------------------------------------

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, 2002           NGC
     -----------------------------------------------------------
                                         (Thousands of Dollars)

     Revenues                                  $128,679
     Net Income                                $ 38,301
     -----------------------------------------------------------



                                   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.


/s/ John P. Stack
    ------------------------------------------
    John P. Stack
    Vice President - Accounting and Controller
    Northeast Utilities
    P.O. Box 270
    Hartford, CT 06141-0270
    May 21, 2002