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

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Application of Northeast    )   CERTIFICATE PURSUANT TO
Utilities on Form U-1       )   RULE 24 UNDER THE PUBLIC
File No. 70-9657            )   UTILITY HOLDING COMPANY ACT
                            )   of 1935
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     Pursuant to the requirements of Rule 24 under the
Public Utility Holding Company Act of 1935, as amended (the "Act"),
Yankee Energy System, Inc. and Yankee Gas Services Company certifies
that certain of the transactions, as proposed in the
Application/Declaration (the "Application") to the Commission on
Form U-1 (File No. 70-9657), as amended, and authorized by order
of the Commission in Public Utility Holding Company Act Release
No. 35-27250, dated October 13, 2000, have been carried out in
accordance with the terms and conditions of and for the purposes
represented by the Application and of the Commission's order with
respect thereto.

     Specifically, in December, 2000, Yankee Gas Services Company
paid a dividend of $5 million out of its paid-in-capital account to its
parent Yankee Energy System, Inc. and in June 2002, Yankee Gas Services
Company paid a dividend out of its paid-in-capital account in the amount
of $9 million.

Exhibits

F-2   "Past Tense" Legal Opinion


                            SIGNATURE

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

                              Yankee Energy System, Inc.
                              Yankee Gas Services Company


                              By: /s/ Randy A. Shoop
                              Name:   Randy A. Shoop
                              Title:  Assistant Treasurer

Dated:  June 21, 2004