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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000898080-02-000399.txt : 20021101
<SEC-HEADER>0000898080-02-000399.hdr.sgml : 20021101
<ACCEPTANCE-DATETIME>20021101151606
ACCESSION NUMBER:		0000898080-02-000399
CONFORMED SUBMISSION TYPE:	35-CERT
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20021101
EFFECTIVENESS DATE:		20021101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATIONAL GRID GROUP PLC
		CENTRAL INDEX KEY:			0001004315
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRIC SERVICES [4911]
		IRS NUMBER:				980367158
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		35-CERT
		SEC ACT:		1935 Act
		SEC FILE NUMBER:	070-10067
		FILM NUMBER:		02806675

	BUSINESS ADDRESS:	
		STREET 1:		15 MARYLEBONE ROAD
		CITY:			LONDON NW1 5JD
		STATE:			X0

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NATIONAL GRID HOLDING PLC
		DATE OF NAME CHANGE:	19991007
</SEC-HEADER>
<DOCUMENT>
<TYPE>35-CERT
<SEQUENCE>1
<FILENAME>form35cert.txt
<DESCRIPTION>35-CERT
<TEXT>
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

- --------------------------------------------------------------------------------
Application of                               CERTIFICATE PURSUANT TO RULE 24
The National Grid Group plc                  UNDER THE PUBLIC
on Form U-1 (File No. 70-10067)              UTILITY HOLDING COMPANY ACT OF 1935
- --------------------------------------------------------------------------------

     Pursuant to the requirements of Rule 24 under the Public Utility Holding
Company Act of 1935, as amended, National Grid Transco plc ("Grid Transco"),
formerly named National Grid Group plc, an England and Wales corporation,
certifies that Grid Transco issued shares of its stock as proposed in the
application/declaration to the Commission on Form U-1 (File No. 70-10067) and
authorized by order of the Commission in Public Utility Holding Company Act
Release No. 27577, dated October 16, 2002. Grid Transco also certifies that Grid
Transco's issuance of its stock has been carried out in accordance with the
terms and conditions of and for the purposes represented by the
application/declaration and of the Commission's order with respect thereto.

Exhibits

     D-2  "Past Tense" Opinion of Counsel

                                    SIGNATURE

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


                             /s/ Kirk L. Ramsauer
                             ---------------------------
                             Kirk L. Ramsauer
                             Deputy General Counsel
                             National Grid USA

Date:    October 31, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex51.txt
<DESCRIPTION>PAST-TENSE OPINION OF COUNSEL (EX. D-2)
<TEXT>
EXHIBIT D-2

                                                      October 31, 2002

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

     Re:  National Grid Group plc, File No. 70-10067

Dear Sir or Madam:

     National Grid Transco plc ("Grid Transco"), formerly named National Grid
Group plc, applied to the Securities and Exchange Commission ("Commission") for
authority to issue and sell securities for the purpose of financing up to $20
billion of investments in foreign utility companies ("FUCOs"). In particular,
Grid Transco sought such authorization in connection with financing a merger
with Lattice Group plc ("Lattice") (the "Merger") and to permit FUCO investments
and operations after the Merger. The application in File 70-10067 (the
"Application") describes the proposed financing authorization in more detail.

     As counsel for Grid Transco and its subsidiary companies, I deliver this
opinion to you for filing as Exhibit D-2 to the Application.

     I am a member of the Law Society of England and Wales, the place of
incorporation of Grid Transco, and of the Law Society of Scotland. I am not a
member of the bars of any other country, or any of the United States, states in
which certain Grid Transco subsidiaries are incorporated or qualified to do
business, and do not hold myself out as an expert in the laws of such states.
For purposes of this opinion, to the extent necessary, I have relied on advice
from counsel employed or retained by Grid Transco, in particular, CMS Cameron
McKenna and LeBoeuf, Lamb, Greene & MacRae, L.L.P.

     In connection with this opinion, I or attorneys in whom I have confidence,
have examined originals or copies, certified or otherwise identified to our
satisfaction, of such records and such other documents, certificates and
corporate or other records as I have deemed necessary or appropriate as a basis
for the opinions expressed in this letter. In my examination, I have assumed the
genuineness of all signatures, the legal capacity of all persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. As to various
questions of fact material to such opinions, I have, when relevant facts were
not independently established, relied upon statements contained in the
Application.


<PAGE>

     The opinions expressed below are subject to the following assumptions,
qualifications, limitations, conditions and exceptions:

     (a)  The Commission duly entered an appropriate order or orders with
          respect to the proposed FUCO financing, as described in the
          Application, authorizing and granting the Application under the Act
          and the rules and regulations thereunder, and Grid Transco's issuance
          of stock was consummated in accordance with the Application and the
          Commission's orders.

     (b)  At the time of the issuance of securities by Grid Transco for the
          purpose of completing the merger with Lattice, Grid Transco
          consummated such issuance in accordance with the Securities Act of
          1933 and the Securities Exchange Act of 1934, in each case as amended
          from time to time, and the rules, regulations and orders of the
          Commission thereunder. If applicable, the issuance of securities by
          Grid Transco also complies with state securities laws.

     (c)  No act or event other than as described herein shall have occurred
          subsequent to the date hereof which would change the opinions
          expressed below.

     (d)  Grid Transco was at the time of the issuance of securities for
          purposes of consummating the merger with Lattice duly incorporated in
          the jurisdiction in which it is domiciled.

     Based upon the foregoing and subject to the assumptions, qualifications,
limitations, conditions and exceptions set forth herein, I am of the opinion
that:

     (a)  all state and federal laws applicable to Grid Transco's issuance of
          its stock were complied with;

     (b)  the stock securities issued by Grid Transco to consummate the merger
          with Lattice were validly issued, fully paid and nonassessable, and
          the holders thereof are entitled to the rights and privileges
          appertaining thereto set forth in Grid Transco's Articles of
          Association; and


<PAGE>

     (c)  the issuance of securities by Grid Transco to complete the merger with
          Lattice did not violate the legal rights of the holders of any
          securities issued by Grid Transco, or by any associate company
          thereof.

     I hereby consent to the filing of this opinion as an exhibit to the
Application.

                                    Very truly yours,


                                    /s/ Fiona B. Smith

                                    Fiona B. Smith
                                    Group General Counsel
                                    National Grid Transco plc

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