Further re Niagara Mohawk

National Grid Group PLC
29 January 2002


 National Grid Announces Final Election Results and Allocation of Consideration

On 17 January 2002 National Grid Group plc ('National Grid') announced that, in
accordance with the Merger Agreement governing the terms of the acquisition of
Niagara Mohawk Holdings, Inc. ('Niagara Mohawk'), Niagara Mohawk shareholders
will receive consideration of $18.89 for each share of Niagara Mohawk common
stock held, which they could elect to receive in the form of $18.89 cash per
share, 0.5863 National Grid American Depositary Shares ('ADSs') per share or a
combination of both.

The deadline for Niagara Mohawk shareholders to make their elections expired on
24 January 2002 and the deadline for delivery of Niagara Mohawk shares under the
guarantee of delivery mechanism expired on 28 January 2002. At the expiry of
this deadline, valid elections were received representing approximately 140.6
million Niagara Mohawk shares or 88 per cent of the 160.2 million shares
outstanding. Of these shares, approximately 65.2 million shares (46 per cent of
the electing shares) elected for cash consideration, and approximately 75.4
million shares (54 per cent of the electing shares) elected for ADS
consideration. The remaining Niagara Mohawk shares, approximately 19.6 million
or 12 per cent of the total shares outstanding, were recorded as non-electing
shares.

Under the Merger Agreement, the aggregate cash consideration offered to all
Niagara Mohawk shareholders was $1.015 billion. However, the Merger Agreement
allows National Grid, at its sole discretion, to increase the cash component of
the total consideration if cash elections received from all Niagara Mohawk
shareholders exceed $1.015 billion. Given that the cash elections exceeded this
level, National Grid has increased the aggregate cash component of the
consideration to ensure that all valid cash elections are satisfied in full.
Niagara Mohawk shareholders who elected cash for some or all of their shares
will therefore receive $18.89 cash per share, representing $1.23 billion in
aggregate.

Similarly, all valid ADS elections will be satisfied in full. Niagara Mohawk
shareholders who elected ADSs for some or all of their shares will receive their
consideration in the form of National Grid ADSs based on an exchange ratio of
0.5863 National Grid ADSs per Niagara Mohawk share.

Holders of Niagara Mohawk shares who did not make a valid election will receive
0.5863 National Grid ADSs for each Niagara Mohawk share held.

In aggregate, the consideration for the acquisition will be allocated 41 per
cent to cash and 59 per cent to ADSs. The total number of ADSs issued for the
acquisition is approximately 56 million, representing approximately 279 million
ordinary shares. This represents approximately 16 per cent of the enlarged share
capital.

As provided for in the Merger Agreement, National Grid will not issue any
fractional ADSs. Niagara Mohawk shareholders entitled to a fractional ADS will
receive a cash payment based on the fractional interest held and the closing
price for a National Grid ADS as reported on the New York Stock Exchange on the
date the acquisition is completed.

Roger Urwin, National Grid Group Chief Executive, said, 'We are pleased that we
have been able to meet all valid elections as submitted. This is an excellent
transaction for shareholders which will immediately enhance earnings per share
after goodwill amortisation and before exceptional items.'

National Grid expects to complete the acquisition of Niagara Mohawk on 31
January 2002. It is expected that dealings in the National Grid ADSs issued
pursuant to the acquisition will commence on the New York Stock Exchange under
the symbol 'NGG' at 9.30 a.m. (New York time) on 1 February 2002.

The Bank of New York, as exchange agent, will commence distributing the
consideration to Niagara Mohawk shareholders who made valid elections in the
form of cheques or direct registration advice forms no later than 6 February
2002. Niagara Mohawk shareholders who did not make a valid election will be sent
instructions on how to claim their consideration on or about 14 February 2002.



Forward-Looking Statements

This statement contains certain statements that are neither reported financial
results nor other historic information. These statements are forward looking
statements within the meaning of the safe-harbour provisions of the U.S. federal
securities laws. Because these forward-looking statements are subject to risks
and uncertainties, actual future results may differ materially from those
expressed in or implied by the statements. Many of these risks and uncertainties
relate to factors that are beyond the companies' ability to control or estimate
precisely, such as the completion of the acquisition of Niagara Mohawk, future
market conditions and responses by competitors to deregulation, new regulatory
or legislative requirements, the future actions or decisions of federal or state
governmental regulators, the timing and extent of changes in supply and demand
of, and prices of, gas and electricity and other risk factors detailed in
National Grid's reports filed with the SEC. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this document.

ENQUIRIES:

National Grid:

Investors

Marcy Reed [phone] [phone](m)

Terry McCormick [phone] [phone](m)

Louise Clamp [phone] [phone] (m)

Karen Shih [phone]



Media

Susan Stevens [phone] [phone](m)

Clive Hawkins [phone] [phone](m)

Citigate Dewe Rogerson: [phone]

Anthony Carlisle [phone](m)





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