NORTHEAST UTILITIES
35-CERT, 1996-02-16
ELECTRIC SERVICES
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                             UNITED STATES OF AMERICA
                                   before the
                       SECURITIES AND EXCHANGE COMMISSION
                                        
In the Matter of                            )
Northeast Utilities                         )
HEC Inc.                                    )CERTIFICATE AS TO
HEC Energy Consulting Canada Inc.           )PARTIAL CONSUMMATION
HEC International Corporation               )OF TRANSACTION
                                            )     
File No. 70-8076                            )
                                            )
(Public Utility Holding Company Act of 1935))
                                            
     Pursuant to the Public Utility Holding Company Act of 1935 and Rule
24(a) thereunder, the undersigned hereby certify that, in accordance with the
terms and conditions of and for the purposes represented by the
application/declaration, as amended, filed in this proceeding, and of the
order dated July 19, 1995 of the Securities and Exchange Commission with
respect thereto, the Applicants have consummated one of the transactions for
which authorization was obtained in this file through the formation of a
joint venture between HEC Inc.("HEC") and Arizona Public Service Company
("APS") in the organizational form of a limited liability company named
Southwest HEC Energy Services L.L.C. ("Southwest").  HEC currently holds a
99% equity interest in Southwest and APS holds a 1% equity interest.  APS has
an option to purchase an additional 49% equity interest in Southwest from HEC
at any time within ten years of formation.

Dated:  February 15, 1996

Northeast Utilities
HEC Inc.
HEC Energy Consulting Canada Inc.
HEC International Corporation

By   /s/Jeffery D. Cochran
     Their Attorney



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