Director Interest-Replacement

National Grid Transco PLC
29 October 2002



                National Grid Transco plc

                Directors Interests

                -------------------------------------------------------------------------------------------

                The following amends the penultimate pararagraph of the Director
                Shareholding announcement released on 22 October 2002, at 
                16:42hrs under RNS: 8213C:

                As at 21 October 2002, Steve Lucas and John Wybrew, together
                with other employees of the former Lattice Group, had a
                potential interest in 2,686,854 National Grid Transco plc shares
                then held by the trustee of the AESOP (and not 3,263,248 shares
                as previously indicated) and 3,927,844 National Grid Transco plc
                shares then held by Mourant & Co. Trustees Limited (and not
                4,017,238 as previously indicated).

                -------------------------------------------------------------------------------------------

                All other details remain unchanged. The full amended text
                appears below.

                           NATIONAL GRID TRANSCO PLC

 Following completion of the merger ('the Merger') between National Grid Group
 plc and Lattice Group plc ('Lattice') to form National Grid Transco plc ('the
 Company') on 21 October 2002, the interests in the Company's shares of those
 directors of the Company who were previously directors of Lattice are as
 follows:

Beneficial interests as notified to the Company as at close of business on 21
October 2002



Executive Directors

Steve Lucas          23,471

John Wybrew          62,025



Non-executive Directors

Sir John Parker       4,729

Kenneth Harvey        1,861

Stephen Pettit        1,875

George Rose           5,025



The above figures include any shares held by a spouse, and in the case of the
two Executive Directors listed, also include shares held in trust pursuant to
the Lattice Group All Employee Share Ownership Plan and the BG Group Employee
Profit Sharing Scheme.

Lattice Group Sharesave Scheme

Pursuant to the Merger proposals, John Wybrew elected to release his existing
sharesave option over Lattice shares in exchange for a new sharesave option over
National Grid Transco shares. Consequently, on 21 October 2002, he was granted a
new sharesave option over National Grid Transco shares as set out below:

Date of Grant           Original contract start  Earliest normal      Exercise price Number of shares under
                        date                     exercise date                       option

21 October 2002         1 March 2001             1 March 2004         £3.145         3,078





Lattice Group Long Term Incentive Scheme ('LTIS')

Pursuant to the Merger proposals, Steve Lucas and John Wybrew agreed to
roll-over their existing LTIS awards over Lattice shares for LTIS awards over
National Grid Transco shares. Consequently, on 21 October 2002, the 2000 and
2001 LTIS awards held by each of Steve Lucas and John Wybrew continued over the
following numbers of National Grid Transco shares:-



Steve Lucas

2000 Award          79,902 shares

2001 Award          96,589 shares

John Wybrew

2000 Award          95,597 shares

2001 Award          112,687 shares



Under the proposals relating to the roll-over of the 1999 LTIS awards held by
each of John Wybrew and Steve Lucas, each director has a right to be granted a
nominal-cost (£1) option over the National Grid Transco shares which would
otherwise be subject to their 1999 LTIS awards. Those options will be granted by
the trustee of the Lattice Group Employees Share Trust by 27 October 2002 over
the following numbers of National Grid Transco shares:-

Steve Lucas           31,237 shares

John Wybrew          114,380 shares



Further, Steve Lucas and John Wybrew, together with other employees of the
former Lattice Group, also have a potential interest in 2,686,854 National Grid
Transco shares currently held by the trustee of the Lattice Group All Employee
Share Ownership Plan, in 3,927,844 National Grid Transco shares held by Mourant
& Co. Trustees Limited as trustee of the Lattice Group Long Term Incentive
Scheme and in 18,403 National Grid Transco shares held by the trustee of the
Lattice Group Employee Share Ownership Trust.

The interests of those directors who have continued as directors of the Company
on Merger (James Ross, Roger Urwin, Edward Astle, Steven Holliday, Rick Sergel,
John Grant, Bonnie Hill and Paul Joskow) in the Company's shares and ADRs remain
unchanged.


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