Director Shareholding

National Grid Transco PLC
27 June 2005

Monday 27 June 2005
National Grid Transco plc (NGT)



Notification of Changes in Directors' Interests

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Share Matching Plan

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NGT notifies the following changes to Directors' beneficial
interests in NGT Ordinary Shares, following operation of the Share Matching
Plan, on Friday 24 June 2005.


The following directors have acquired additional Ordinary shares, which were
purchased on their behalf, by Towers Perrin Share Plan Services (Guernsey)
Limited as Trustee of the National Grid Transco Group Employee Share Trust, at a
price of 528.5p per share.



           Shares Purchased:
1.         Mr E M Astle                              8,551
2.         Mr S J Holliday                           5,832
3.         Mr S Lucas                                8,633
4.         Dr R J Urwin                              14,939
5.         Mr N P Winser                             6,766



Following these purchases, each director has been granted a matching award under
the Share Matching Plan, calculated under the Rules of the Scheme at a price of
527p. The award is exercisable at nil cost, from 24 June 2008 to 24 June 2015
subject to the retention of the original shares until the date of exercise.



           Matching Awards:
1.         Mr E M Astle                              14,637
2.         Mr S J Holliday                           9,983
3.         Mr S Lucas                                14,778
4.         Dr R J Urwin                              25,570
5.         Mr N P Winser                             11,581



Executive Share Option Plan- Lapse of options



Options were granted to directors under the NGT Executive Share Option Plan as
follows:

Director                         Date of Grant                   Number of shares 
                                                                 over which
                                                                 options granted
Steven Holliday                  30.03.2001                      150000
                                 18.06.2002                      95016

Edward Astle                     18.06.2002                      95016
                                 03.12.2002                      112262

Roger Urwin                      18.06.2002                      186915

These options were subject to a performance condition which was required to be
met as a condition of exercise. This performance condition required TSR,
measured over a period of three years beginning with the financial year in which
the option was granted, to be at least median compared to a comparator group of
companies.

For the options granted in 2001, this performance condition was not satisfied at
the end of the first three years of the performance period. It has subsequently
been retested as at 31 March 2004 and 31 March 2005, and as a result the options
have lapsed in full.

For the options granted in 2002, the performance condition was partly satisfied
at the end of the first three years of the performance period. As a result the
options have lapsed to the following extent:

Director                                         Number of shares in respect of 
                                                 which option has lapsed

Edward Astle                                     71170

Steven Holliday                                  183,749

Roger Urwin                                      62305

and will become exercisable as to the balance on the third anniversary of the
date of grant.



The total share interests of the above directors, following these changes, are:

1.         Mr E M Astle                              768,439
2.         Mr S J Holliday                           462,351
3.         Mr S Lucas                                529,567
4.         Dr R J Urwin                              1,354,077
5.         Mr N P Winser                             405,623




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