ESOP Operation

National Grid Group PLC
11 March 2002



National Grid Group plc (National Grid)

11 March 2002

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National Grid 1996 EMPLOYEE BENEFIT TRUST (ESOP)

(Notification Of Directors' Interests pursuant

to Section 324(2) of the Companies Act 1985)

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National Grid has received a further notification from the

ESOP Trustee; that each of the Executive Directors of National Grid

(E M Astle, S J Box, W E Davis, S J Holliday, R P Sergel and R J Urwin)

ceased to be technically interested in 1,881

NGG Ordinary shares on Friday 8 March 2002, by virtue

of the Trustee having transferred the shares to a participant.



(Note: For Companies Act purposes, the Executive Directors

of National Grid are deemed to have a technical interest

in all the shares held by National Grid's ESOP, together

with all participating employees. The interest ceases

when shares are transferred to participants by the

exercise of executive share options or under another

employees' share scheme.)



Contact: D C Forward, Assistant Secretary (020 7312 5860)





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