SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
FORM 11-K
_______________
ANNUAL REPORT
PURSUANT TO SECTION 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For Fiscal Year Ended December 31, 2002
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National Grid USA Companies' Incentive Thrift Plan II
25 Research Drive
Westborough, MA 01582
| National Grid Transco plc |
| 1-3 Strand |
| London |
| WC2N 5EH |
| ENGLAND |
Financial Statements:
*Financial Statements of National Grid USA Companies' Incentive Thrift Plan II
Exhibits:
Consent of PricewaterhouseCoopers LLP
Certifications Under Section 906 of the Sarbanes-Oxley Act of 2002
*Filed Under Cover of Form SE
SIGNATURE
The Benefits Committee (Plan Administrator for the National Grid USA Companies' Incentive Thrift Plan II) has duly caused this annual report to be signed by the undersigned thereunto duly authorized.
Benefits Committee
s:\John G. Cochrane
By__________________________________
John G. Cochrane, Chairman
Date: June 30, 2003
EXHIBIT INDEX
| Exhibit | Description | Page |
| Exhibit 1 | Financial Statements | Filed under cover of Form SE |
| Exhibit 2 | Consent of Independent Auditors | Filed herewith |
| Exhibit 3 | Certifications Under Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File NO. 33-33094) of the National Grid USA Companies' Incentive Thrift Plan II of our report dated March 28, 2003 relating to the financial statements of the National Grid USA Companies' Incentive Thrift Plan II, which appears in this Form 11-K.
s/PricewaterhouseCoopers LLP
Boston, Massachusetts
June 30, 2003
