Completion of Merger

National Grid Transco PLC
21 October 2002


                     NATIONAL GRID TRANSCO PLC
           COMPLETION OF MERGER AND COMMENCEMENT OF DEALINGS IN 
                     NEW NATIONAL GRID TRANSCO SHARES

National Grid Transco plc ("National Grid Transco") is pleased to announce that 
the Lattice Scheme of Arrangement required to effect the merger between National
Grid Group plc ("National Grid") and Lattice Group plc ("Lattice") 
(the "Merger") became effective today and the Merger has completed. As a result,
National Grid has become the holding company for the enlarged group and changed 
its name to National Grid Transco.

Sir John Parker, Chairman of National Grid Transco, said: "The creation of 
National Grid Transco brings together two complementary organisations to create
a leading energy delivery company. The merger will not only enable us to secure 
further improvements in security, reliability and efficiency in the UK, but it 
also reinforces our skills and resources to create further value via our 
expansion strategy in the Northeast of the US. Our new Group enjoys a wealth of 
opportunities which we intend to realise for the benefit of customers, employees
and shareholders."

Roger Urwin, Chief Executive of National Grid Transco, said: "Over the past six 
months we have made enormous headway in integrating our two businesses. This 
process is proceeding smoothly and is reflected by the fact that the new head 
office of National Grid Transco is open for business today. Looking forward we 
are confident that we will create further value, beyond the integration savings 
we are set to deliver, by implementing best practice across the Group and by 
using our expanded skills base to enhance our US strategy."

In accordance with the Lattice Scheme of Arrangement, Lattice Shareholders on 
the register as at 6:00 pm on Friday 18 October 2002 ("Scheme Shareholders") 
received 0.375 of a New National Grid Transco Share for each Lattice Share then 
held.

Lattice has applied to the UK Listing Authority for its shares to be delisted 
from the Official List with immediate effect. Dealings in the New National Grid 
Transco Shares issued to Scheme Shareholders are expected to commence on the 
London Stock Exchange under the name of National Grid Transco plc and the symbol
"NGT" at 8:00 am today.

The CREST accounts of Scheme Shareholders holding Lattice Shares in 
uncertificated form are expected to be credited today. Share certificates for 
the New National Grid Transco Shares will be despatched to Scheme Shareholders 
holding shares in certificated form no later than 4 November 2002.

Fractional entitlements to a New National Grid Transco Share will not be issued 
to Lattice Shareholders but will be aggregated and sold in the market and the 
relevant share of the proceeds returned by cheque to the relevant Lattice 
Shareholders no later than 4 November 2002.

National Grid Shareholders will continue to hold their existing National Grid 
Shares, which will now trade on the London Stock Exchange under the name of 
National Grid Transco plc and the symbol "NGT". Holders of National Grid ADSs 
will continue to hold those ADSs, which will trade on the New York Stock 
Exchange under the name of National Grid Transco plc and the symbol "NGG".
 
The Board of National Grid Transco with effect from today, and their respective 
functions will be:
 
Name:                                   Function:
Sir John Parker                         Chairman (Non-executive)
James Ross                              Deputy Chairman (Non-executive)
Roger Urwin                             Chief Executive
Steve Lucas                             Group Finance Director
Edward Astle                            Group Executive Director
Steven Holliday                         Group Executive Director
Rick Sergel                             Group Executive Director
John Wybrew                             Group Executive Director
John Grant                              Non-executive Director 
Kenneth Harvey                          Non-executive Director
Bonnie Hill                             Non-executive Director 
Paul Joskow                             Non-executive Director
Stephen Pettit                          Non-executive Director
George Rose                             Non-executive Director

 
Colin Matthews has tendered his resignation from Lattice and will therefore not 
be joining the Board of National Grid Transco. Stephen Box, William Davis, 
Robert Faircloth and Richard Reynolds are retiring from the Board of National 
Grid with effect from today, although William Davis will continue with his other
roles within National Grid Transco, including as Chairman of National Grid USA.

Terms used in this announcement shall have the same meaning as in the respective 
Circulars circulated by National Grid to its shareholders and by Lattice to its 
shareholders, in both cases dated 14 June 2002.

Enquiries:
 
National Grid Transco

Investor Relations 
Marcy Reed                        44(0)20 7004 3170
                                  44(0)7768 490 807 
Terry McCormick                   44(0)20 7004 3171
                                  44(0)7768 045 139
Louise Clamp                      44(0)20 7004 3172
                                  44(0)7768 555 641
Bob Seega                         1 508 389 2598

Media Relations 
Gillian Home                      44(0)20 7004 3150 
Clive Hawkins                     44(0)20 7004 3147

Citigate Dewe Rogerson
Anthony Carlisle                  44(0)20 7638 9571

The Maitland Consultancy
Angus Maitland                    44(0)20 7379 5151




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