SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
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ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For Fiscal Year Ended December 31, 2001
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National Grid USA Companies' Incentive Thrift Plan II
25 Research Drive
Westborough, MA 01582
National Grid Group plc
15 Marylebone Road
London
NW1 5JD
England
Financial Statements:
*Financial Statements of National Grid USA Companies' Incentive Thrift Plan II
Exhibits:
Consent of PricewaterhouseCoopers LLP
*Filed Under Cover of Form SE
SIGNATURE
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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 27, 2002
EXHIBIT INDEX
Exhibit Description Page
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Financial Statements Filed under cover
of Form SE
Consent of Independent Certified Filed herewith
Public Accountants
CONSENT OF INDEPENDENT ACCOUNTANTS
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 29, 2002 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 27, 2002