Public Service Co Of New Hampshire 424B5 Prospectus supplement for primary offering

PROSPECTUS SUPPLEMENT

(To Prospectus Dated July 14, 2004)

$50,000,000

Public Service Company

of New Hampshire

5.60% First Mortgage Bonds, Series M, due October 5, 2035

We are offering $50 million of our 5.60% First Mortgage Bonds due October 5, 2035. We will pay interest on the Series M Bonds on April 1 and October 1 of each year, except for the final interest payment which will be made on October 5, 2035, the date the Series M Bonds mature. The first interest payment on the Series M Bonds will be made on April 1, 2006. The Series M Bonds will be redeemable at our option, in whole or in part, at any time and from time to time, prior to their maturity, at the redemption price described in this prospectus supplement, plus accrued and unpaid interest thereon to the redemption date. See “Description of the Bonds—Optional Redemption” beginning on page S-5 of this prospectus supplement. The Series M Bonds will be issued in denominations of $1,000 and integral multiples thereof. We do not intend to list the Series M Bonds on any securities exchange or quotation system. There is no sinking fund provision for the Series M Bonds.

The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Price to Public ⁽¹⁾		Underwriting Discounts and Commissions		Proceeds to Company ⁽²⁾
Per Series M Bond		99.769%		0.875%		98.894%
Total		$49,884,500		$437,500		$49,447,000

⁽¹⁾Plus accrued interest, if any, from date of original issuance.

⁽²⁾Before deducting expenses payable by the Company estimated to be $217,000.

The underwriters expect to deliver the Series M Bonds to purchasers in book-entry only form through the facilities of The Depository Trust Company in New York, New York on or about October 5, 2005.

Sole Book-Running Manager

KEYBANC CAPITAL MARKETS

BNY Capital Markets, Inc.

TD Securities

The date of this Prospectus Supplement is September 28, 2005.

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement or the accompanying prospectus. You must not rely on any unauthorized information or representations. This prospectus supplement is an offer to sell only the Series M Bonds offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement and the accompanying prospectus is current only as of their respective dates.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

	Page

About this Prospectus Supplement	S-1
Documents Incorporated by Reference	S-1
Forward-Looking Statements	S-1
Public Service Company of New Hampshire	S-2
Use of Proceeds	S-2
Selected Historical Consolidated Financial Information	S-2
Ratios of Consolidated Earnings to Fixed Charges	S-3
Capitalization	S-3
Description of the Series M Bonds	S-4
Underwriting	S-7
Legal Opinions	S-8

PROSPECTUS


Where You Can Find More Information	1
Documents Incorporated by Reference	1
Forward-Looking Statements	2
About this Prospectus	2
Public Service Company of New Hampshire	3
Ratios of Consolidated Earnings to Fixed Charges	3
Use of Proceeds	3
Description of the Bonds	3
Legal Opinions	9
Experts	10
Plan of Distribution	10

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is this prospectus supplement, which describes the terms of this offering of Series M Bonds and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying prospectus. The second part is the accompanying prospectus, which contains a description of the Bonds. To the extent there is a conflict between the information contained or incorporated by reference in this prospectus supplement, on the one hand, and the information contained in the accompanying prospectus or any document incorporated by reference therein, on the other hand, the information in this prospectus supplement shall control.

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (“Commission”) using a “shelf” registration process. Under the shelf registration process, we may sell Bonds up to a dollar amount of $200,000,000, of which this offering is a part. We previously issued $50,000,000 of Bonds in a separate offering. In this prospectus supplement, we provide you with specific information about the terms of this offering.

DOCUMENTS INCORPORATED BY REFERENCE

The Commission allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. Information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus. Later information that we file with the Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, in each case, information deemed furnished and not filed, until we sell all of the Series M Bonds:

-	Annual Report of the Company on Form 10-K for the year ended December 31, 2004, and

-	Quarterly Reports for the Company on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005.

We will provide to each person, including any beneficial owner of the Series M Bonds to whom a copy of this prospectus supplement is delivered, a copy of any or all of the information that has been incorporated by reference in this prospectus supplement and the accompanying prospectus. We will deliver this information upon written or oral request and provide this information at no cost to the requester. You should direct your requests to:

Patricia C. Cosgel

Assistant Treasurer - Finance

Public Service Company of New Hampshire

c/o Northeast Utilities Service Company

107 Selden Street

Berlin, Connecticut 06037

(860) 665-5058

cosgepc@nu.com

FORWARD-LOOKING STATEMENTS

We make statements in this prospectus supplement and in the accompanying prospectus and in the documents we incorporate by reference that are considered forward-looking statements within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended, which are statements of future expectations and not facts including, but not limited to, statements regarding future earnings, refinancings, regulatory proceedings, the use of proceeds from restructuring, and the recovery of operating costs. Words such as estimates, expects, anticipates, intends, plans, and similar expressions identify forward looking statements.

Some important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to, actions by state and federal regulatory bodies, competition and industry restructuring, changes in economic conditions, changes in weather patterns, changes in laws, regulations or regulatory policy (including environmental laws and regulations), changes in levels of capital expenditures, developments in legal or public policy doctrines, technological developments, changes in accounting standards and financial reporting regulations, terrorist attacks on domestic energy facilities, and other presently unknown or unforeseen factors.

S-1

All such factors are difficult to predict, contain uncertainties which may materially affect actual results and are beyond our control.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Please see the documents we incorporate by reference for more information on these factors. These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus supplement. Except to the extent required by the securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

Public Service Company of New Hampshire (the “Company”), a New Hampshire corporation, is a wholly-owned subsidiary of Northeast Utilities, a registered public utility holding company for a number of companies comprising the Northeast Utilities system. Three wholly-owned operating subsidiaries of Northeast Utilities - the Company, The Connecticut Light and Power Company and Western Massachusetts Electric Company - furnish electric service in portions of New Hampshire, Connecticut and western Massachusetts. The Company is an electric utility engaged principally in the purchase, transmission, distribution, generation and sale of electricity at retail for residential, commercial, industrial and municipal purposes to approximately 480,000 retail customers in 211 cities and towns in New Hampshire. Prior to Northeast Utilities’ acquisition of the Company in June 1992, the Company was in bankruptcy reorganization proceedings.

The principal executive offices of the Company are located at Energy Park, 780 North Commercial Street, Manchester, New Hampshire 03101-1134.

USE OF PROCEEDS

We estimate the net proceeds from the sale of the Series M Bonds after payment of underwriting discounts and commissions and expenses will be approximately $49.2 million. We will use the net proceeds of the offering (i) to refinance short-term debt of the Company previously incurred for general corporate purposes and borrowed from our revolving credit facility at an interest rate of 4.3875% at September 27, 2005, (ii) to finance anticipated capital expenditures and (iii) to pay for issuance costs. As of September 27, 2005, we had approximately $20 million of short-term debt outstanding.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

We have derived the summary selected historical consolidated financial data set forth below for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from our financial statements, audited by Arthur Andersen LLP, independent public accountants in the case of 2000, and Deloitte & Touche LLP, independent registered public accountants, in the case of 2001, 2002, 2003 and 2004. Our financial statements for the three-year period ended December 31, 2004, the accompanying notes and the report of Deloitte & Touche LLP are included in our Annual Report on Form 10-K for the year ended December 31, 2004, which is incorporated herein by reference. In March 2002, we dismissed Arthur Andersen LLP as our external auditors and selected Deloitte & Touche LLP as our external auditor beginning for the year 2001. In our opinion all adjustments (constituting normal recurring accruals) necessary for a fair statement of the results of operations for the six months ended June 30, 2005 have been made. The income statement data for the six months ended June 30, 2005, is not necessarily indicative of the results that may be expected for an entire year.

S-2

The following material, which is presented in this prospectus supplement solely to furnish introductory information, is qualified by, and should be considered in conjunction with, the more detailed information appearing in the documents incorporated by reference.

	Six Months Ended June 30, 2005		Year Ended December 31,
	(unaudited)		2004		2003		2002		2001		2000
	(Dollar amounts in thousands)
Income Statement Data
Operating revenues	$	528,477	$	968,749	$	888,186	$	947,178	$	964,415	$	1,291,332
Operating expenses		478,410		862,590		762,570		793,206		829,767		1,155,328
Operating income		50,067		106,159		125,616		153,972		134,648		136,004
Net income/(loss)		17,851		46,641		45,624		62,897		81,776		(146,666	)

Balance Sheet Data
Total assets		2,244,703		2,212,699		2,171,181		2,155,447		2,094,514		2,082,296
Rate reduction bonds ⁽¹⁾		406,068		428,769		472,222		510,841		507,381		--
Long-term debt, net of current portion		457,195		457,190		407,285		407,285		407,285		407,285
Common stockholder’s equity		420,161		399,699		380,260		321,830		341,825		549,294

___________________________

(1)	Rate reduction bonds are non-recourse to the Company.

RATIOS OF CONSOLIDATED EARNINGS TO FIXED CHARGES

Our ratios of consolidated earnings to fixed charges for the six months ended June 30, 2005 and for each of the years ended December 31, 2000 through 2004 are as follows:

	Six Months Ended June 30, 2005		Year Ended December 31,
	(unaudited)		2004		2003		2002		2001		2000
Ratio of Consolidated Earnings to Fixed Charges ⁽¹⁾		2.05		2.25		2.60		2.99		3.28		3.90

_________________________________

(1) For purposes of computing the ratios: (i) earnings consist of pretax income from continuing operations, fixed charges on debt (including rate reduction bonds), distributed income of equity investees and minority interests; and (ii) fixed charges consist of interest on long-term debt (including rate reduction bonds), amortized premiums, discounts and capitalized expenses related to indebtedness, the interest on short-term debt, the interest component of rental expenses and other interest and dividend payments on preferred stock.

CAPITALIZATION

The following table sets forth our debt and equity capitalization as of June 30, 2005 (i) on a historical basis and (ii) as adjusted to give effect to this offering of Series M Bonds. You should read this table in conjunction with our selected financial data presented elsewhere in this prospectus supplement along with our consolidated financial statements and related notes incorporated by reference herein.

	June 30, 2005					June 30, 2005
	Actual (in thousands)		%			As Adjusted (in thousands)		%

Common stockholder’s equity	$	420,161		48	%	$	420,161		45	%
Long-term debt⁽¹⁾		457,195		52	%		507,195		55	%
Total Capitalization	$	877,356		100	%	$	927,356		100	%

__________

(1)

Does not include rate reduction bonds.

S-3

DESCRIPTION OF THE SERIES M BONDS

The description of the Series M Bonds below supplements the description of the Bonds contained in the accompanying prospectus. If the descriptions are inconsistent, this prospectus supplement controls. You should read the accompanying prospectus for a detailed summary of additional provisions of the Bonds and of the Indenture. The following summary and the description set forth in the accompanying prospectus do not purport to be complete and are subject to, and qualified in their entirety by, all provisions of the Indenture. Capitalized terms used but not defined in this prospectus supplement have the meanings given to them in the accompanying prospectus.

General

The Series M Bonds are a separate series of the Bonds described in the accompanying prospectus and will be issued under the Fourteenth Supplemental Indenture, dated as of October 1, 2005, between us and Wachovia Bank, National Association, successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as trustee (the “Supplemental Indenture”), supplementing our Indenture with Wachovia Bank, National Association, successor to First Union National Bank, as successor to First Fidelity Bank, National Association, as trustee, dated as of August 15, 1978, as amended and supplemented (the “Indenture”) described in the accompanying prospectus. The Series M Bonds will constitute the thirteenth series of our Bonds issued under the Indenture. The Series M Bonds are initially being offered in the aggregate principal amount of $50,000,000. The Series M Bonds will mature on October 5, 2035. The Series M Bonds are not entitled to the benefit of any sinking fund, and may be redeemed at our option only under the circumstances described in this prospectus supplement under "— Optional Redemption."

The Indenture limits the amount of additional Bonds which we may issue. Please refer to “Description of the Bonds—Issuance of Additional Bonds” in the accompanying prospectus.

We will issue the Series M Bonds in fully registered form in denominations of $1,000 and multiples thereof. Wachovia Bank, National Association, the Trustee under the Indenture, will register transfers and exchanges of the Series M Bonds and will serve as paying agent for the Series M Bonds. Principal and interest on the Series M Bonds will be payable at the Trustee’s corporate trust office in Charlotte, North Carolina. We will initially issue the Series M Bonds in global form. Please refer to “—Global Securities” in this prospectus supplement and “Description of the Bonds—Book-Entry Only System” in the accompanying prospectus.

The Series M Bonds will be issued on the basis of bondable property additions.

Interest

The Series M Bonds will bear interest at the rate of 5.60% per year. We will pay interest semiannually in arrears on April 1 and October 1 of each year (each, an “Interest Payment Date”), except the final interest payment which will be made on October 5, 2035, the date the Series M Bonds mature. The first Interest Payment Date will be April 1, 2006. Interest on the Series M Bonds will be computed on the basis of a 360 day year of twelve 30 day months. If an Interest Payment Date, redemption date or the maturity date of the Series M Bonds falls on a day that is not a business day, the payment of principal and interest will be made on the next succeeding business day (without any interest or other payment in respect of such delay).

Interest on the Series M Bonds will accrue from, and including, the date of original issuance of the Series M Bonds to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the maturity date, as the case may be. In addition, interest which is overdue shall bear interest at the rate of 5.60% per annum.

We will pay the interest due on any Interest Payment Date to the person in whose name the Series M Bonds are registered at the close of business on the business day prior to each Interest Payment Date.

When we use the term “business day,” we mean any day except a Sunday or a legal holiday or a day on which banking institutions are authorized pursuant to law to close and on which the corporate trust offices in North Carolina or New Jersey of the Trustee are not open for business.

S-4

Earnings Coverage

The section of the prospectus entitled “Description of the Bonds—Issuance of Additional Bonds—Earnings Coverage” sets forth information about earnings coverage requirements of the Indenture. Based on the bonds and prior lien obligations outstanding as of June 30, 2005 and after giving effect to the sale of the Series M Bonds, the earnings coverage would be 4.46% for the twelve months ended June 30, 2005.

Optional Redemption

We may, at our option, redeem the Series M Bonds in whole or in part at any time at a redemption price equal to the greater of:

100% of the principal amount of the Series M Bonds to be redeemed, plus accrued interest to the redemption date, or

as determined by the Quotation Agent, the sum of the present value of the remaining scheduled payments of principal and interest on the Series M Bonds to be redeemed (not including any portion of payments of interest accrued as of the redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate plus 30 basis points, plus accrued interest to the redemption date.

The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that redemption date.

“Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the Series M Bonds that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Series M Bonds.

“Comparable Treasury Price” means, with respect to any redemption date:

the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of the Reference Treasury Dealer Quotations, or

if the Trustee obtains fewer than three Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so received.

“Quotation Agent” means the Reference Treasury Dealer appointed by us.

“Reference Treasury Dealer” means a primary U.S. Government securities dealer in New York City selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date.

We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each holder of the Series M Bonds to be redeemed.

Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Series M Bonds or portions of the Series M Bonds called for redemption.

If less than all of the Series M Bonds are to be redeemed, the Trustee will select the Series M Bonds to be redeemed by a method that the Trustee deems fair and appropriate and which may provide for the selection for the redemption of portions (equal to $1,000 or any multiple thereof) of the principal amount of the Series M Bonds larger than $1,000. We will mail notice of the redemption, first-class mail postage prepaid, to each holder of Series M Bonds to be redeemed at the holder's address in the register for the Series M Bonds. If any Series M Bond is to be redeemed in part only, the notice of redemption that relates to that Series M Bond will state the portion of the principal amount of that Series M Bond to be redeemed. In that case, we will issue a new Series M Bond of any authorized denomination as requested, in aggregate principal amount equal to the unredeemed portion of the Series M Bond in the name of the holder upon cancellation of the original Series M Bond. Series M Bonds or portions of Series M Bonds to be redeemed become due on the redemption date, and interest will cease to accrue on those Series M Bonds or portions of Series M Bonds on the redemption date.

S-5

Global Securities

When the Series M Bonds are initially issued, one or more global securities (the “Global Securities”) will represent the Series M Bonds. These Global Securities will have an aggregate principal amount equal to that of the Series M Bonds they represent. Each Global Security will be deposited with, or on behalf of, The Depository Trust Company, as depositary (“DTC”), and registered in the name of Cede & Co., a nominee of DTC. The Global Securities will bear legends stating the restrictions on exchanges and registration of transfer referred to below and any other matters provided for by the Indenture. Please refer to “Description of the Bonds—Book-Entry Only System” in the accompanying prospectus.

The Global Securities may not be transferred except as a whole (1) by DTC to a nominee of DTC or (2) by a nominee of DTC to DTC or another nominee of DTC or (3) by DTC or any such nominee to a successor of DTC or a nominee of such successor. If (1) DTC is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within ninety days or (2) there shall have occurred and be continuing after any applicable grace periods an Event of Default under the Indenture with respect to the Series M Bonds represented by such Global Security, we will issue certificated bonds in definitive registered form in exchange for the Global Securities representing the Series M Bonds. In addition, we may at any time and in our sole discretion determine not to have any Series M Bonds in registered form represented by one or more Global Securities and, in such event, will issue certificated bonds in definitive form in exchange for the Global Securities representing the Series M Bonds. In any such instance, an owner of a beneficial interest in the Global Securities will be entitled to physical delivery in definitive form of certificated bonds represented by the Global Securities equal in principal amount to such beneficial interest and to have such certificated bonds registered in its name.

Certain Notices

With respect to any Series M Bonds represented by a Global Security, notices to be given to the holders of the Series M Bonds will be deemed to have been duly given to the holders when given to DTC, or its nominee, in accordance with DTC’s policies and procedures. We believe that DTC’s practice is to inform its participants of any such notice it receives in accordance with its policies and procedures. Persons who hold beneficial interests in the Series M Bonds through DTC or its direct or indirect participants may wish to consult with them about how notices and other communications relating to the Series M Bonds may be given and received through the facilities of DTC. Neither we nor the Trustee will have any responsibility with respect to those policies and procedures or for any notices or other communications among DTC, its direct and indirect participants and the beneficial owners of the Series M Bonds in global form.

With respect to Series M Bonds not represented by a Global Security, other notices to be given to the holders of the Series M Bonds will be deemed to have been duly given to the holders upon the mailing of such notices to the holders at their respective addresses as they appear on the security register maintained by us or our agent as of the close of business the day before notice is given. Neither the failure to give any notice nor any defect in any notice given to a particular holder will affect the sufficiency of any notice given to another holder.

S-6

UNDERWRITING

KeyBanc Capital Markets, a division of McDonald Investments Inc., is acting as the sole book-running manager and as the representative of the underwriters named below. Subject to the terms and conditions set forth in the underwriting agreement between us and each of the underwriters named below, dated the date of this prospectus supplement, we have agreed to sell to each of the underwriters, and each of the underwriters have severally agreed to purchase the principal amount of Series M Bonds set forth opposite its name below:

Underwriters	Principal Amount of Series M Bonds
KeyBanc Capital Markets, a Division of McDonald Investments Inc	$	37,500,000
BNY Capital Markets, Inc.		6,250,000
TD Securities (USA) LLC		6,250,000
Total	$	50,000,000

In the underwriting agreement, the underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all of the Series M Bonds offered hereby if any of the Series M Bonds are purchased. The obligations of the underwriters, including their agreement to purchase the Series M Bonds from us, are several and not joint. The underwriting agreement provides that the obligations of the underwriters pursuant thereto are subject to certain conditions and to approval of legal matters by counsel.

The underwriters have advised us that they initially propose to offer part of the Series M Bonds directly to the public at the public offering price set forth on the cover page hereof and part to certain dealers at a price that represents a concession not in excess of 0.525% of the principal amount of the Series M Bonds. The underwriters may allow, and any such dealers may reallow, a concession to certain other dealers not to exceed 0.263% of the principal amount of the Series M Bonds on sales to other dealers. After the initial offering of the Series M Bonds, the offering price and other selling terms may from time to time be varied by the underwriters.

The Series M Bonds are a new issue of securities with no established trading market. We do not plan to list the Series M Bonds on any national securities exchange or the Nasdaq Stock Market, and there is no established trading market for the Series M Bonds. The underwriters have advised us that they intend to make a market in the Series M Bonds. The underwriters are not obligated to do so, however, and may discontinue their market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Series M Bonds or that a public trading market for the Series M Bonds will develop.

In order to facilitate the offering of the Series M Bonds, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the Series M Bonds. Specifically, the underwriters may overallot in connection with the offering of the Series M Bonds, creating a short position in the Series M Bonds for its own account. In addition, to cover overallotments or to stabilize the price of the Series M Bonds, the underwriters may bid for, and purchase, Series M Bonds in the open market. Finally, the underwriters may reclaim selling concessions allowed to an underwriter or a dealer for distributing the Series M Bonds in the offering, if it repurchases previously distributed Series M Bonds in transactions to cover syndicate short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price for the Series M Bonds above independent market levels. The underwriters are not required to engage in these activities and may end any of these activities at any time.

We estimate that our expenses in connection with the offer and sale of the Series M Bonds will be approximately $217,000.

We expect to deliver the Series M Bonds against payment for the Series M Bonds on or about the date specified in the last paragraph of the cover page of this prospectus supplement, which will be the fifth business day following the date of the pricing of the Series M Bonds. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in three business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Series M Bonds on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the Series M Bonds initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.

S-7

We have agreed to indemnify the underwriters against, or contribute to payments the underwriters may be required to make in respect of, certain liabilities, including liabilities under the Securities Act of 1933.

The underwriters and certain of their affiliates have, from time to time, performed various investment or commercial banking and financial advisory services for us and our affiliates in the ordinary course of business. Affiliates of the underwriters are lenders to us under our current revolving credit facility.

LEGAL OPINIONS

Jeffrey C. Miller, an Assistant General Counsel of Northeast Utilities Service Company, our service company affiliate, will pass on the validity of the Series M Bonds. As of September 26, 2005, Mr. Miller beneficially owned 6,844 of the common shares of Northeast Utilities, our parent company. Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, New York 10036-4039, will pass on certain legal matters with respect to the Series M Bonds for the underwriters.

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PROSPECTUS

PUBLIC SERVICE COMPANY OF

NEW HAMPSHIRE

$200,000,000

FIRST MORTGAGE BONDS

Public Service Company of New Hampshire intends to offer from time to time in one or more series up to $200 million of its first mortgage bonds (the ‘‘Bonds’’). This Prospectus provides you with a general description of the Bonds.

When a particular series of Bonds is offered, we will prepare and issue a supplement to this Prospectus setting forth the particular terms of the offered Bonds (each such supplement, a ‘‘Prospectus Supplement’’). You should read this Prospectus and any Prospectus Supplement carefully before you make any decision to invest in the Bonds. This Prospectus may not be used to sell any of the Bonds unless accompanied by a Prospectus Supplement.

Unless otherwise indicated in a related Prospectus Supplement, the Bonds will not be listed on a national securities exchange or on the Nasdaq stock market.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS ANY OF THESE ORGANIZATIONS DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We may offer the Bonds directly or through underwriters, agents or dealers. Each Prospectus Supplement will provide the terms of the plan of distribution relating to the respective series of Bonds. ‘‘Plan of Distribution’’ below also provides more information on this topic.

The date of this Prospectus is July 14, 2004.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission (the ‘‘Commission’’) in Washington, D.C., a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), with respect to the securities offered in this Prospectus. We have not included certain portions of the Registration Statement in this Prospectus as permitted by the Commission’s rules and regulations. For further information, you should refer to the Registration Statement and its exhibits.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and therefore we file annual, quarterly and current reports, proxy statements and other information with the Commission. You may read and copy the Registration Statement (with exhibits), as well as the reports and other information filed by the Company with the Commission, at the Commission’s Public Reference Room at its principal offices at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Commission’s Public Reference Room by calling 1-800-SEC-0330. Information filed by us is also available at the Commission’s Internet site at http://www.sec.gov. You can find additional information about us, including our Annual Report on Form 10-K for the year ended December 31, 2003, on the website of our parent company, Northeast Utilities, at http://www.nu.com. The information on this website is not a part of this Prospectus.

You should rely only on the information incorporated by reference or provided in this Prospectus and its supplement(s). We have not authorized anyone to provide you with different information. You should not assume that the information in this Prospectus or any Prospectus Supplement is accurate as of any date other than the date on the front of those documents. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

DOCUMENTS INCORPORATED BY REFERENCE

The Commission allows us to ‘‘incorporate by reference’’ the information we file with it, which means that we can disclose important information to you by referring you to those documents. Information incorporated by reference is considered to be part of this Prospectus. Later information that we file with the Commission will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, excluding, in each case, information deemed furnished and not filed, until we sell all the Bonds:

Annual Report of the Company on Form 10-K for the year ended December 31, 2003; and

Quarterly Report for the Company on Form 10-Q for the quarter ended March 31, 2004.

We will provide to each person, including any beneficial owner of Bonds, to whom a copy of this Prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in this Prospectus but not delivered with this Prospectus. We will deliver this information upon written or oral request and provide this information at no cost to the requester. You should direct your requests to:

Randy A. Shoop

Assistant Treasurer—Finance

Public Service Company of New Hampshire c/o Northeast Utilities Service Company 107 Selden Street

Berlin, Connecticut 06037

(860) 665-3258

FORWARD-LOOKING STATEMENTS

We make statements in this Prospectus and in the documents we incorporate by reference that are considered forward-looking statements within the meaning of the Securities Act and the Exchange Act, which are statements of future expectations and not facts including, but not limited to, statements regarding future earnings, refinancings, regulatory proceedings, the use of proceeds from restructuring, and the recovery of operating costs. Words such as estimates, expects, anticipates, intends, plans, and similar expressions identify forward-looking statements. Actual results or outcomes could differ materially because of factors such as competition and industry restructuring, changes in economic conditions, changes in weather patterns, changes in laws, developments in legal or public policy doctrines, technological developments, volatility in electric and natural gas commodity markets and other presently unknown or unforeseen factors.

Some important factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include prevailing governmental policies and regulatory actions, including those of the Commission, the Nuclear Regulatory Commission, the Federal Energy Regulatory Commission, the Environmental Protection Agency and state regulatory agencies, with respect to allowed rates of return, industry and rate structure, acquisition and disposal of assets and facilities, operation and construction of plant facilities, recovery of purchased-power costs, stranded costs, decommissioning costs and present or prospective wholesale and retail competition (including but not limited to transmission costs).

Our business and profitability are also influenced by economic and geographic factors including political and economic risks, changes in environmental and safety laws and policies, weather conditions (including natural disasters), population growth rates and demographic patterns, competition for retail customers, pricing and transportation of commodities, changes in tax rates or policies or in rates of inflation, changes in project costs, unanticipated changes in certain expenses and capital expenditures, capital market conditions and legal and administrative proceedings (whether civil or criminal) and settlements.

All such factors are difficult to predict, contain uncertainties which may materially affect actual results and are beyond our control.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. Please see the documents we incorporate by reference for more information on these factors. These forward-looking statements represent our estimates and assumptions only as of the date of this Prospectus. Except to the extent required by the securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. New factors emerge from time to time and it is not possible for us to predict all of such factors, nor can we assess the impact of each such factor on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements.

ABOUT THIS PROSPECTUS

This Prospectus is part of a registration statement that we have filed with the Commission utilizing a ‘‘shelf’’ registration, or continuous offering, process. Under this shelf registration process, we may issue and sell the Bonds in one or more offerings with a maximum aggregate offering price of up to $200,000,000.

This Prospectus provides you with a general description of the Bonds. Each time we sell the Bonds, we will provide a Prospectus Supplement that will contain specific information about the terms of the offering. Any Prospectus Supplement may also add, update or change information contained in the Prospectus. If there is any inconsistency between the information in this Prospectus and the Prospectus Supplement, you should rely on the information in the Prospectus Supplement.

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

Public Service Company of New Hampshire (the ‘‘Company’’), a New Hampshire corporation, is a wholly-owned subsidiary of Northeast Utilities, a registered public utility holding company for a number of companies comprising the Northeast Utilities system. Three wholly-owned operating subsidiaries of Northeast Utilities—the Company, The Connecticut Light and Power Company and Western Massachusetts Electric Company—furnish electric service in portions of New Hampshire, Connecticut and western Massachusetts. The Company is an electric utility engaged principally in the purchase, transmission, distribution, generation and sale of electricity at retail for residential, commercial, industrial and municipal purposes to approximately 468,000 retail customers in 211 cities and towns in New Hampshire. Prior to Northeast Utilities’ acquisition of PSNH in June 1992, PSNH was in bankruptcy reorganization proceedings.

The principal executive offices of the Company are located at Energy Park, 780 North Commercial Street, Manchester, New Hampshire 03101-1134.

RATIOS OF CONSOLIDATED EARNINGS TO FIXED CHARGES

Our consolidated ratios of earnings to fixed charges for the three months ended March 31, 2004 and for each of the years ended December 31, 1999 through 2003 are as follows:

	Three Months Ended March 31, 2004		Year Ended December 31
	(unaudited)		2003		2002		2001		2000		1999
Ratio of Earnings to Fixed Charges(1)		2.57		2.59		2.98		3.21		(1.38)(2)		3.30

(1)

For purposes of computing the ratios: (i) earnings consists of pretax income from continuing operations, fixed charges on debt (including rate reduction bonds), distributed income of equity investees and minority interests; and (ii) fixed charges consist of interest on long-term debt (including rate reduction bonds), amortized premiums, discounts and capitalized expenses related to indebtedness, interest on short-term debt, interest component of rental expenses and other interest, and dividend payments on preferred stock.

(2)

This ratio indicates a deficiency as it represents less than one-to-one coverage. The dollar amount of the associated deficiency totals $103.6 million. The primary reason for the deficiency is that in 2000, PSNH recorded an extraordinary charge totaling $214.2 million as a result of the ‘‘Agreement to Settle PSNH Restructuring’’ with the State of New Hampshire and the discontinuation of the application of Statement of Financial Accounting Standards No. 71, ‘‘Accounting for the Effects of Certain Types of Regulation.’’

USE OF PROCEEDS

The net proceeds from the sale of the Bonds will be used (i) to refinance short-term debt of the Company previously incurred in the ordinary course of business and borrowed from affiliates at an interest rate equal to the Federal Funds Rate, which at June 15, 2004 was 1.03%, and (ii) for other general corporate purposes. As of June 15, 2004, we had $44 million of short-term debt outstanding.

DESCRIPTION OF THE BONDS

General. The following description sets forth certain general terms and provisions of the Bonds to which any Prospectus Supplement may relate. The description does not purport to be complete and is subject to, and qualified in its entirety by, all of the provisions of the Indenture (as defined below), which is incorporated herein by reference and is an exhibit to the Registration Statement of which this Prospectus is a part. The particular terms of the Bonds offered by any Prospectus Supplement and the extent, if any, to which such general provisions may apply to the Bonds so offered will be described therein. References to section numbers under this caption are references to the section numbers of the Indenture. Capitalized terms not defined herein have the meanings given to them in the Indenture.

The Bonds will be issued under a first mortgage indenture dated as of August 15, 1978, as amended and supplemented (the ‘‘Indenture’’), between us and Wachovia Bank, National Association, successor to First Union National Bank, as successor to First Fidelity Bank, as trustee (the ‘‘Trustee’’).

The Indenture provides that the Bonds will be issued in one or more series.

General Terms of the Bonds. The Bonds may be issued at various times and may have differing maturity dates and may bear interest at differing rates. The Prospectus Supplement applicable to each issue of Bonds will specify:

the designation and aggregate principal amount of such Bonds;

the date or dates on which such Bonds will mature;

the interest rate or rates, or method of calculation of such rate or rates, on such Bonds, and the date from which such interest shall accrue;

the dates on which such interest will be payable or method by which such dates are to be determined;

the record dates for payments of interest;

any redemption or sinking fund terms;

the period or periods within which, the price or prices at which, and the terms and conditions upon which, such Bonds may be repaid, in whole or in part, at our option;

the place or places, if any, in addition to or in the place of our office or the office of the Trustee, where the principal of (and premium, if any) and interest, if any, on such Bonds shall be payable and where notices to the Company shall be sent; and

other specific terms applicable to such Bonds.

Unless otherwise indicated in the applicable Prospectus Supplement, the Bonds will be denominated in United States currency in minimum denominations of $1,000 and integral multiples thereof.

Security. The Indenture constitutes a first mortgage lien (subject to liens permitted by the Indenture) on substantially all of the Company’s property and franchises, including the Company’s generating stations and its transmission and distribution facilities, subject to certain customary exceptions. Subject to the provisions of the Federal Bankruptcy Code, the Indenture also constitutes a lien on after-acquired property in New Hampshire, Maine and Vermont, except real property in Maine and Vermont acquired after the filing of the most recent supplemental indenture. The security afforded by the Indenture is for the equal and ratable protection of the bonds of all series issued under the Indenture.

Under certain limited circumstances, the lien of the Indenture on real property in New Hampshire, personal property located thereon and business revenues generated therefrom could be subordinated to a lien in favor of the State of New Hampshire pursuant to New Hampshire Revised Statutes Annotated 147-B:10-b, as amended, for expenses incurred in containing or removing hazardous waste or materials, and any necessary mitigation of damages with respect to hazardous waste or materials.

Further, the lien of the Indenture on real property in Maine could be subordinated to a lien in favor of the State of Maine pursuant to Maine Revised Statutes Annotated, Title 38, Section 1371 for costs of abatement, cleanup or mitigation of hazardous substances.

The Indenture generally requires the Company to deposit with the Trustee all proceeds from the sale or disposition of property except that the Company may dispose of property having an aggregate cost or fair value, whichever is less, of not more than $5 million in any year without depositing the proceeds thereof with the Trustee.

Issuance of Additional Bonds—Basis for Issuance. As of the date of this Prospectus, $407 million in aggregate principal amount of bonds are outstanding under the Indenture and, subject to various conditions and restrictions set forth in the Indenture, the Company may issue up to $41 million of additional bonds without any showing that the Company has bondable property additions. (§ 4.4)

The Company may also issue additional bonds (in addition to certain refunding bonds and bonds issued against the deposit of an equal amount of cash) under the Indenture if, after giving effect to such issuance, the aggregate principal amount of bonds then outstanding would not exceed an amount equal to (i) 66⅔% of bondable property additions acquired or made after January 1, 1991 as shown in a bondable property certificate most recently or contemporaneously filed with the Trustee plus (ii) the aggregate principal amount of all bonds which have been issued pursuant to Section 4.5 of the Indenture prior to the date of the bondable property certificate referred to in (i) above plus (iii) the aggregate principal amount of all bonds issued against a deposit of cash pursuant to Section 4.6 of the Indenture but only to the extent that the cash so deposited with the Trustee has then been withdrawn by the Company as permitted by Section 4.6(a) of the Indenture plus (iv) the then Applicable Amount set forth below.

If First Mortgage Bonds are to be issued during the twelve-month period beginning June 1,		Applicable Amount (Millions of Dollars)
2004		740
2005		730
2006		720
2007		710
2008		705
2009		700
2010		695