Northeast Generation Co – ‘S-4’ on 12/6/01 – EX-23.4

On:  Thursday, 12/6/01   ·   Accession #:  912057-1-542226   ·   File #:  333-74636

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.90M 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agreement                                    29    130K 
 3: EX-3.1      Certificate of Incorporation                           2     17K 
 4: EX-3.2      By-Laws                                                7     29K 
 5: EX-4.1      Indenture                                             75    343K 
 6: EX-4.2      First Supplemental Indenture                          95    318K 
 7: EX-4.3      Form of Series A-1 Bond                               10     34K 
 8: EX-4.4      Form of Series B-1 Bond                               10     36K 
 9: EX-4.5      Registration Rights Agreement                         24    107K 
10: EX-5.1      Opinion re: Legality                                   2     16K 
11: EX-10.1     Power Purchase and Sales Agreement                    44    112K 
23: EX-10.10    Interconnection Agreement With Wmeco                  47    182K 
24: EX-10.11    (800) 688 - 1933                                      59    249K 
25: EX-10.12    Purchase and Sales Agreement Wmeco                    57    239K 
26: EX-10.13    Form of Exchange Agent Agreement                       9     39K 
12: EX-10.2     Guaranty                                              10     41K 
13: EX-10.3     Consent and Agreement                                  8     39K 
14: EX-10.4     Security Agreement                                    17     68K 
15: EX-10.5     Form of Mortgage                                      22     87K 
16: EX-10.6     Management and Operation Agreement                    44    120K 
17: EX-10.6(1)  (800) 688 - 1933                                       2     16K 
18: EX-10.7     Service Contract                                       9     36K 
19: EX-10.7(1)  Renewal of Service Contract                            2     17K 
20: EX-10.8     Tax Allocation Agreement                               8     38K 
21: EX-10.8-1   First Amendment to Tax Allocation Agreement           11     41K 
22: EX-10.9     (800) 688 - 1933                                      47    181K 
27: EX-12       Ratio of Earnings to Fixed Charges                     1     13K 
28: EX-23.1     Consent of Arthur Andersen                             1     11K 
29: EX-23.3     (800) 688 - 1933                                       2±    15K 
30: EX-23.4     Consent of Pa Consulting Services                      2±    14K 
31: EX-25.1     Form T-1                                               7     26K 
32: EX-99.1     Letter of Transmittal                               HTML     71K 
33: EX-99.2     Notice of Guaranteed Delivery                       HTML     26K 
34: EX-99.3     Brokers Letter                                      HTML     16K 
35: EX-99.4     Client Letter                                       HTML     22K 

EX-23.4   —   Consent of Pa Consulting Services

EX-23.4
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                                                                    Exhibit 23.4

 POWER MARKET CONSULTANTS' CONSENT AND CERTIFICATE

                                                                October 17, 2001

Salomon Smith Barney Inc.                                                       
388 Greenwich Street                                                            
New York, New York 10013                                                        

Northeast Generation Company                                                    
107 Selden Street                                                               
Berlin, CT 06037                                                                

Ladies and Gentlemen:                                                           

               Reference is made to our Independent Market Expert's Report
for the Portfolio of the Northeast Generation Company, a report relating to     
Northeast Generation Company dated December 20, 2000 (our "REPORT") which we    
prepared under our former name, PHB Hagler Bailly, Inc. We understand that our  
Report (a) has been included as an appendix to the preliminary offering         
memorandum relating to the issuance and sale of of Northeast Generation         
Company's 4.998% Series A Senior Secured Bonds due 2005 (the "SERIES A BONDS")  
and 8.812% Series B Senior Secured Bonds due 2026 (the "SERIES B BONDS", and    
collectively with the Series A Bonds, the "BONDS") (the "PRELIMINARY OFFERING   
MEMORANDUM"), (b) has been included as an appendix to the final offering        
memorandum relating to the issuance and sale of the Bonds (the "FINAL OFFERING  
MEMORANDUM"), and (c) will be included in the registration statement (the       
"REGISTRATION STATEMENT") which will be filed with the United States Securities 
and Exchange Commission by Northeast Generation Company in connection with the  
exchange of the outstanding Bonds for registered bonds.                         

               This report was prepared in December 2000. Clearly, several
significant factors have changed since the preparation of our report. However,  
we have conducted several investigations to verify the results of our report    
with more recent data and forecasts prepared by PA Consulting Services Inc. and 
have concluded that recent changes in market conditions are unlikely to have a  
significant impact on our findings.                                             

                 We hereby (i) consent to such inclusion, and to the reference
to us as experts under the heading "Experts", in each of the Preliminary        
Offering Memorandum, the Final Offering Memorandum and the Registration         
Statement, and (ii) certify that our Report is, to the best of our belief, true,
correct and complete in all material respects as of the date hereof.            

Sincerely,    
             PA Consulting Services Inc.

/s/ M. J. King

             ---------------------------
 Michael J. King
                Head, Wholesale Energy Markets

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		12/6/01		None on these Dates
		10/17/01
		12/20/00
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