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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/0000072741-00-000243/0000072741-00-000243.txt : 20001128
<SEC-HEADER>0000072741-00-000243.hdr.sgml : 20001128
ACCESSION NUMBER:		0000072741-00-000243
CONFORMED SUBMISSION TYPE:	35-CERT/A
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20001127

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NORTHEAST UTILITIES SYSTEM
		CENTRAL INDEX KEY:			0000072741
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4911
]		IRS NUMBER:				042147929
		STATE OF INCORPORATION:			MA
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		35-CERT/A
			SEC ACT:		
			SEC FILE NUMBER:	070-08875
			FILM NUMBER:		777268
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		174 BRUSH HILL AVE
				CITY:			WEST SPRINGFIELD
				STATE:			MA
				ZIP:			01090-0010
				BUSINESS PHONE:		4137855871
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		107 SELDON ST
					CITY:			BERLIN
					STATE:			CT
					ZIP:			06037-1616
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>35-CERT/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>CERTIFICATE PURSUANT TO RULE 24
<TEXT>





                    UNITED STATES OF AMERICA

           BEFORE THE SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C.

In the Matter of
							AMENDMENT TO
NORTHEAST UTILITIES ("NU")		CERTIFICATE
ET AL						PURSUANT TO
				RULE 24


File No.  70-08875
(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 Post-Effective Amendment No. 19
(Amendment No. 21) to the Application/Declaration on Form U-1 (the
"Amendment") in File No. 70-08875, Yankee Gas Services Company ("Yankee Gas")
hereby reports and certifies as follows:

On November 17, 2000, Yankee Gas entered into an amendment to its $60 million
revolving credit facility pursuant to a Fourth Amendment, dated as of
November 17, 2000 to and under the Credit Agreement among Yankee Gas Services
Company, the Banks listed on the signature pages thereof, the Bank of New
York, as Agent and Fleet National Bank, as Co-Agent, a copy of which is
attached as exhibit B.21 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 Amendment and
the order of the Commission issued on November 13, 2000 in this file.

The Following Exhibit is also attached:

B.21  Fourth Amendment, dated as of November 17, 2000 to and under the Credit
Agreement among Yankee Gas Services Company, the Banks listed on the
signature pages thereof, the Bank of New York, as Agent and Fleet National
Bank, as Co-Agent.

Submitted with this Certificate is the "past tense" opinion of counsel.


November 27, 2000

YANKEE GAS SERVICES COMPANY


By: /s/ Randy A. Shoop
Name: Randy A. Shoop
Title: Assistant Treasurer- Finance,
Northeast Utilities Service Company, as Agent for
the above-named company



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF COUNSEL
<TEXT>




November 27, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: 	Northeast Utilities et al.
Post-Effective Amendment No. 19
File No. 70-8875

Ladies and Gentlemen:

I am Assistant General Counsel of Northeast Utilities Service Company
("NUSCO"), a service company affiliate of Yankee Gas Services Company
("Yankee Gas"), an indirect subsidiary of Northeast Utilities, a holding
company registered under the Public Utility Holding Company Act of 1935, as
amended.  In connection with the transactions contemplated by the
Application/Declaration, as amended, in the above referenced file (the
"Application"), I have acted as counsel to Yankee Gas in its negotiation and
execution of a Fourth Amendment to Credit Agreement (the "Credit Agreement").
This opinion is given to you with respect to the transactions described in
Amendment No. 21 (Post-Effective Amendment No. 19) (the "Amendment") 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 meanings given them in the Application.

In connection with this opinion, I have examined or caused to be examined by
counsel associated with or engaged by me, including counsel who are employed
by NUSCO, originals or copies certified to my satisfaction of such corporate
records of Yankee Gas,  certificates of public officials and of officers of
Yankee Gas, and agreements, instruments and other documents, as I have deemed
necessary as a  basis for the opinions expressed below.  In my examination of
such  agreements, instruments and documents, I have assumed the genuineness
of all  signatures, the authenticity of all agreements, instruments and
documents  submitted to me as originals, and the conformity to original
agreements,  instruments and documents of all agreements, instruments and
documents  submitted to me as certified, conformed or photostatic copies and
the  authenticity of the originals of such copies.

The opinions set forth herein are limited to the laws of the State of
Connecticut and the federal laws of the United States.  I  am a member of the
bar of the State of New York.  I am not a member of the bar of the State of
Connecticut, and do not hold myself out as an expert in the laws of such
State , although I have made a study of relevant laws of such State.  In
expressing opinions about matters  governed by the laws of the State of
Connecticut, I have consulted  with counsel who are employed by NUSCO and are
members of the bar of such State.

I have assumed that the transactions were carried out in conformity with the
requisite authorizations, approvals, consents or exemptions under the
securities laws of the various States and other jurisdictions of the United
States.

Based on and subject to the foregoing, I am of the opinion that:

1.  All state laws applicable to each of the transactions for which the
Commission's approval was sought in the Amendment have been complied with.

2.  Yankee Gas is validly organized and duly existing under the laws of the
State of Connecticut.

3.  Any notes or other debt issued to the banks pursuant to the Credit
Agreement by Yankee Gas were, and any debt issued through the NU System Money
Pool by the Yankee Subsidiaries will be all issued in accordance with the
authorization sought in the Amendment, and are the valid and binding
obligations of such company in accordance with their respective terms.

4.  Debt securities acquired through the NU System Money Pool by the Yankee
Subsidiaries pursuant to the authorization sought in the Amendment will be
legally acquired.

5.  The consummation of the transactions for which the Commission's approval
is sought in the Amendment will not violate the legal rights of the holders
of any securities issued by any of the Applicants or any associate company of
such Applicants.

I hereby consent to the use of this opinion in connection with the filing of
the Certificate.

 Very truly yours,



 /S/Jeffrey C. Miller
 Assistant General Counsel
 Northeast Utilities Service Company

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FOURTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>



EXECUTION COPY



                                FOURTH AMENDMENT
                         dated as of November 17, 2000

                                   to the

                    AMENDED AND RESTATED CREDIT AGREEMENT
                        dated as of February 2, 1995

THIS FOURTH AMENDMENT, dated as of November 17, 2000 (this "Fourth
Amendment"), to and under the Credit Agreement (as defined below), is entered
into among YANKEE GAS SERVICES COMPANY (the "Borrower"), the BANKS listed on
the signature pages hereof, THE BANK OF NEW YORK (in its capacity as Agent,
the "Agent") and FLEET NATIONAL BANK, as Co-Agent.

                           W I T N E S S E T H:

     WHEREAS, the Borrower, the Banks and the Agent are parties to the
Amended and Restated Credit Agreement, dated as of February 2, 1995, among
the Borrower, the Banks party thereto and the Agent, as amended by the First
Amendment thereto dated as of September 26, 1997, the Second Amendment
thereto dated as of January 29, 1999 and the Third Amendment thereto dated as
of January 28, 2000 (as so amended, the "Credit Agreement"); and WHEREAS, the
Borrower, the Banks and the Agent have agreed to extend the Credit Agreement
to November 16, 2001; and

     WHEREAS, such amendments will be of benefit, either directly or
indirectly, to the Borrower;

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:

Section 1.  Amendments.  Upon and after the Amendment Effective Date (as
defined in Section 3 hereof), the Credit Agreement is hereby amended as
follows:

(a)  Section 3.11 of the Credit Agreement shall be amended and restated in
its entirety to read as follows:

"Section 3.11.  Investment Company Act; Public Utility Holding Company Act.
The Borrower is a subsidiary of a "registered holding company" within the
meaning of that term under the Public Utility Holding Company Act of 1935
(the "Act").  The Borrower is not an "investment company" within the meaning
of the Investment Company Act of 1940."

(b)  The definition of "Termination Date" contained in Section 10.01 of
Credit Agreement shall be amended and restated in its entirety to read as
follows:

"`Termination Date' shall mean November 16, 2001."

     Section 2.  Up-front Fee.  In consideration of the Banks agreeing to
this Fourth Amendment, the Borrower agrees to pay to the Agent for the pro
rata account of each Bank an up-front fee in an amount equal to .05% of the
aggregate Commitments, payable on the Amendment Effective Date.

     Section 3.  Effectiveness.  This Fourth Amendment shall become effective
as of the date first above written on the date (the "Amendment Effective
Date") on which (a) the Agent shall have received (i) this Fourth Amendment,
duly executed and delivered by the Borrower, each Bank and the Agent, (ii) an
opinion of counsel to the Borrower, dated the Amendment Effective Date, in
form and substance satisfactory to the Agent, and (iii) such other documents,
certificates and other materials as the Agent shall reasonably require and
(b) the Borrower shall have paid (i) to the Agent, for the pro rata account
of each Bank, the up-front fee as set forth in Section 2 of this Fourth
Amendment and (ii) to BNY Capital Markets, Inc. ("BNYCMI"), for its own
account, the fees as set forth in that certain Administration Fee Letter
dated November 17, 2000 among the Borrower, the Agent and BNYCMI.

     Section 4.  Representations and Warranties.  In order to induce the
Banks and the Agent to agree to amend the Credit Agreement as set forth in
this Fourth Amendment, the Borrower hereby represents and warrants as
follows:

(a)  The Borrower has the corporate power and authority to execute, deliver
and perform this Fourth Amendment and the Credit Agreement as amended hereby,
and has taken all necessary corporate action to authorize the execution,
delivery and performance of this Fourth Amendment and the Credit Agreement as
amended hereby, the borrowings under the Credit Agreement as amended hereby
and the use of the proceeds thereof.

(b)  This Fourth Amendment and the Credit Agreement have been duly executed
and delivered on behalf of the Borrower, and this Fourth Amendment and the
Credit Agreement as amended hereby constitute legal, valid and binding
obligations of the Borrower, enforceable against it in accordance with their
respective terms, except as enforceability may be limited by applicable
bankruptcy, insolvency and other similar laws affecting creditors' rights
generally and by general principles of equity.

(c)  The execution, delivery and performance of this Fourth Amendment and the
Credit Agreement as amended hereby, and the borrowings under the Credit
Agreement as amended hereby and the use of the proceeds thereof, do not and
will not (i) violate any Applicable Law or any Contract to which the Borrower
or any of its Subsidiaries is a party or by which the Borrower or any of its
Subsidiaries or any of their respective properties may be bound, (ii) require
any license, consent, authorization, approval or any other action by, or any
notice to or filing or registration with, any governmental authority or other
Person, except for routine filings required under the Act or (iii) result in
the creation or imposition of any Lien on any asset of the Borrower.

(d)  The Borrower hereby confirms, reaffirms and restates the Representations
and Warranties set forth in Article 3 of the Credit Agreement; provided,
however, the Borrower hereby represents that as a result of the merger of
Yankee Energy Systems, Inc. with Northeast Utilities, the Borrower is a
Subsidiary of a registered holding company under the Act and must comply with
various provisions of the Act.

(e)  Each of the Representations and Warranties made in this Section 4 shall
be deemed made on and as of the Amendment Effective Date (or, if any such
Representation or Warranty is expressly stated to have been made as of a
specific date, as of such specific date).

Section 5.  Continuing Effect.  The Credit Agreement, as amended by this
Fourth Amendment, is and shall continue to be in full force and effect and is
hereby in all respects confirmed, approved and ratified.  This Fourth
Amendment shall be effective only in the specific instance and for the
specific purpose for which given.  By entering into this Fourth Amendment,
the Banks shall not be deemed to have, or intended to have, waived any rights
that they, or any of them, now or hereafter may have under any other
provisions of the Loan Documents.

Section 6.  Defined Terms.  Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Credit Agreement.

Section 7.  Governing Law.  The rights and duties of the Borrower, the Banks
and the Agent under this Fourth Amendment shall, pursuant to New York General
Obligations Law Section 5-1401, be governed by the law of the State of New
York.

Section 8.  Counterparts.  This Fourth Amendment may be executed in any
number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto were upon the same instrument.

[Remainder of Page Intentionally Left Blank]


     IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to be executed by their duly authorized officers all as of the date first
above written.

YANKEE GAS SERVICES COMPANY,
as Borrower

By:
Name:
Title:


THE BANK OF NEW YORK, as a Bank
and as Agent


By:
Name:
Title:


FLEET NATIONAL BANK, as a Bank and
as Co-Agent


By:
Name:
Title:


CITIZENS BANK OF CONNECTICUT,
as a Bank

By:
Name:
Title:


                                FOURTH AMENDMENT

                         dated as of November 17, 2000

                                      to

                    AMENDED AND RESTATED CREDIT AGREEMENT

                         dated as of February 2, 1995

                                    among

                   YANKEE GAS SERVICES COMPANY, as Borrower,

                            THE BANKS LISTED ON THE
                            SIGNATURE PAGES THEREOF,


                         THE BANK OF NEW YORK, as Agent

                                      and

                        FLEET NATIONAL BANK, as Co-Agent

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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