NATIONAL GRID GROUP PLC
U-57, 2000-03-17
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                       SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C.

                                    FORM U-57

                 NOTIFICATION OF FOREIGN UTILITY COMPANY STATUS

                        Filed under section 33(a) of the
             Public Utility Holding Company Act of 1935, as amended

                         National Grid Holdings Limited
                        (Name of foreign utility company)

                           The National Grid Group plc

    (Name of filing company, if filed on behalf of a foreign utility company)

     Pursuant  to Section  33(a) of the Public  Utility  Holding  Company Act of
1935, as amended (the "Act") and Rule 57, The National Grid Group plc files this
form to notify  the  Securities  and  Exchange  Commission  that its  subsidiary
company  National Grid Holdings  Limited is a foreign utility company within the
meaning of Section 33 of the Act.

Item 1. State the name of the entity  claiming  foreign  utility company status,
its  business  address,  and a  description  of  the  facilities  used  for  the
generation, transmission and distribution of electric energy for sale or for the
distribution  at retail of natural or  manufactured  gas.  To the extent  known,
identify each person that holds five percent (5%) or more of any class of voting
securities of the foreign  utility company and describe the amount and nature of
the interest.

     National  Grid  Holdings  Limited  ("NGH"),  located at Kirby  Corner Road,
Coventry CV4 8JY, United Kingdom,  is a wholly owned  subsidiary of The National
Grid Group plc, a registered  holding  company  formed under the laws of England
and  Wales.   NGH  indirectly  owns  electric   generation,   transmission   and
distribution facilities in several countries.

     NGH owns all of the stock of the  National  Grid  Company  plc  ("NGC") the
electric  transmission  company in England and Wales. NGC provides  transmission
service on a  for-profit,  non-discriminatory  basis and maintains and makes all
improvements to optimize access to the system,  procures  ancillary  services on
the transmission system of England and Wales, matches supply and demand, manages
the daily system of half-hourly bids for competing generators and makes payments
due from each day's energy  trading.  NGC is organized under the laws of England
and Wales and is subject to regulatory controls overseen by the Director General
of Electricity Supply.  NGC's transmission system in England and Wales comprises
approximately  4,300 route miles of overhead  lines and 400 miles of underground
cables,  operating almost  exclusively at voltages of 400kV and 275kV,  together
with 220 substations. NGC also operates interconnectors which enable electricity
to be transferred  between the England and Wales market and Scotland and France.
The Scottish interconnector has a capacity of 1,200 MW and comprises



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alternating  current  connections  operating  at 400kV  and  275kV;  the  French
interconnector  has a capacity  of 2,000MW and is a direct  current  connection,
including some 202 miles of undersea cables.

     NGH  also  indirectly  owns  a  38.9%  interest  in the  Copperbelt  Energy
Corporation plc ("CEC"), a Zambian  corporation that is engaged in transmitting,
distributing  and generating  electricity to meet the needs of the copper mining
regions of Zambia. Another registered holding company,  CINergy Corp., also owns
a  significant  interest in CEC.  CEC's  transmission  and  distribution  system
comprises almost 500 miles of distribution  lines,  operating at 220kv, 66kV and
lower voltage levels, and 31 substations.  There is also a 220kV  interconnector
to the Democratic  Republic of Congo,  capable of transmitting up to 200MW.  CEC
also owns and operates a gas turbine  generating plant, with a capacity of 80MW,
used  principally  for peaking  and for  emergency  backup  supply to the mining
companies.  CEC buys  and  sells  the  electricity  it  transmits  on  long-term
contracts in US dollars to meet contracted demand.

     NGH also  indirectly  owns a 41.25%  interest  in Citelec SA which holds an
approximately 65% interest in Transener. Transener owns and operates the primary
electricity  transmission  system serving Argentina.  Transener also holds a 90%
interest in Transba,  a regional  transmission  system owner in  Argentina.  The
Transener  transmission  system  comprises  some 4,570  miles of 500kV and 220kV
lines and 27 substations. Transba's subtransmission system comprises 3,368 miles
of 66kV to 220kV lines and 64 substations. In addition, a new 500kV transmission
line, recently  constructed by Transener to link generation in Comahue to Buenos
Aires, adds 807 miles of line and 5 substations to the Transener system.

     NGH  indirectly  owns a 50% interest  (the other 50% being held by the Manx
Electricity  Authority)  in the Manx  Cable  Company  (Isle  of  Man),  which is
organized  under the laws of the Isle of Man for the  purpose of  developing  an
undersea  electrical  connector between England and the Isle of Man. The 62 mile
long  cable,  currently  under  construction,  will have a capacity  of 40MW and
operate at 90kV.

     NGH indirectly  holds,  via National Grid India BV, a joint venture project
with  the  Karnataka  Electricity  Board  of  India  to  build  a new  370  mile
transmission  line.  National  Grid  India BV has a 60%  interest  in the  joint
venture.

     In addition to the subsidiaries already mentioned,  NGH owns an interest in
other companies engaged in  telecommunications,  utility  metering,  information
services,  real  estate and utility and  telecommunications  related  financing.
NGH's  non-utility  operations and corporate  structure are described in greater
detail in Exhibit B to this filing.

Item 2. State the name of any domestic associate  public-utility company and, if
applicable,  its holding company,  and a description of the relationship between
the foreign utility company and such company, and the purchase price paid by any
such domestic associate  public-utility  company for its interest in the foreign
utility company.



<PAGE>



     Upon the  consummation of the acquisition of New England Electric System by
The National Grid Group plc, the following  companies will be domestic associate
public-utility   companies   of  NGH   (collectively   the   "Domestic   Utility
Associates"):

                  New England Power Company
                  Massachusetts Electric Company
                  Narragansett Electric Company
                  Granite State Electric Company
                  Nantucket Electric Company
                  New England Electric Transmission Corporation
                  New England Hydro-Transmission Corporation
                  New England Hydro-Transmission Electric Company, Inc.
                  Vermont Yankee Nuclear Power Corporation

     The  Domestic  Utility  Associates  will be  indirect  subsidiaries  of The
National  Grid Group plc, a registered  holding  company.  The Domestic  Utility
Associates will be directly owned by NGG Holdings,  Inc. (to be renamed National
Grid USA after consummation),  a registered holding company,  which will in turn
be owned by a series of intermediate registered holding companies, National Grid
General Partnership,  National Grid (Ireland) 2 Limited, National Grid (Ireland)
1 Limited,  National  Grid (US)  Investments  and  National  Grid (US)  Holdings
Limited.  The National Grid Group plc, in turn, will be at the top of this chain
of companies.  The overall  corporate  structure of the National Grid Group plc,
and NGH's  relationship  to the  Domestic  Utility  Associates  is  presented in
Exhibit E-4 to SEC Form U-1 filed on February 7, 2000 in File No. 70-9473, which
is incorporated by reference.

     NGH, will be related to the Domestic  Utility  Associates only in that they
will be members of the same holding company system under The National Grid Group
plc. NGH and its  subsidiaries may provide services to and receive services from
the Domestic Utility Associates subject to applicable  provisions of the Act and
the rules, regulations and orders thereunder.

     The Domestic  Utility  Associates  will not have an interest in NGH and did
not provide any consideration for the acquisition of NGH.

Exhibit A.  Not applicable.

     The undersigned  company has duly caused this statement to be signed on its
behalf by the undersigned thereunto duly authorized.

                                       /s/ Jonathan M. G. Carlton
                                       --------------------------
                                       Jonathan M. G. Carlton
                                       Business Development Manager - Regulation
                                       The National Grid Group plc on behalf of
                                       National Grid Holdings Limited

Date:  March 17, 2000



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                                  EXHIBIT INDEX

B.    Description of National Grid Holdings Limited's subsidiary companies.

E-4.  Corporate  Chart of The National Grid Group plc after giving effect to the
merger with New England  Electric System  (incorporated  by reference to Exhibit
E-4 to SEC Form U-1 filed on February 7, 2000 in File No. 70-9473).



                                    Exhibit B
                         National Grid Holdings Limited

                            Description of Companies

     The following is a description of the active  subsidiaries of National Grid
Holdings Limited ("NGH"). NGH has a number of dormant subsidiaries (often formed
for purposes of potential  projects that are not realized) that are not included
herein. Except as other noted, all entities listed below are organized under the
laws of England and Wales.

1.   The National Grid Company plc. ("NGC") As the electric transmission company
     in England and Wales,  NGC provides  transmission  service on a for-profit,
     non-  discriminatory  basis and  maintains  and makes all  improvements  to
     optimize  access  to  the  system,   procures  ancillary  services  on  the
     transmission  system of England  and  Wales,  matches  supply  and  demand,
     manages the daily system of half-hourly  bids for competing  generators and
     makes payments due from each day's energy  trading.  NGC is organized under
     the laws of  England  and  Wales  and is  subject  to  regulatory  controls
     overseen  by the  Director  General of  Electricity  Supply.  NGC has seven
     active subsidiaries, as follows:

     a.   NGC Nominees  Limited serves as a shareholder for a number of National
          Grid Group  entities,  as it is  customary in the UK to have more than
          one  shareholder  in most  corporate  entities.  This  company  is not
          otherwise an operating entity.

     b.   Datum Solutions  Limited is engaged in providing  metering services in
          the United  Kingdom at entry and exit points of the U.K.  transmission
          system, and more widely to customers in the competitive market.

     c.   ESIS Limited  operates the computer systems needed to calculate prices
          and  payments  due as a result of the daily  trading  of power  across
          England and Wales.

     d.   Energy Pool Funds Administration Limited manages the transfer of funds
          in payments for the energy traded.

     e.   NGC Employee  Shares  Trustee  Limited serves as trustee in respect of
          the National Grid Profit  Sharing  Scheme and Employee  Benefit Trust,
          which are trusts set up for  employees  of National  Grid Group.  This
          company does not have any independent operations.

     f.   NGC Leasing  Limited is engaged in the leasing of motor  vehicles  for
          use by employees of the National Grid Group system.

     g.   NGC Properties Limited owns and develops property that is not used for
          the operation of the transmission  system,  usually with a view toward
          eventual sale.

     h.   EnMo Limited was recently  formed to operate the final day (balancing)
          gas market.



<PAGE>



     i.   National  Grid One Ltd,  National Grid Two Ltd, and National Grid Gold
          Ltd  provide  financial  management  services  to  the  National  Grid
          companies.

2.   National  Grid  Insurance  Limited was  organized in Guernsey in connection
     with the self-insured retention of NGC's transmission assets. NGH holds all
     of the  outstanding  ordinary  shares of  National  Grid  Insurance  and an
     unaffiliated bank holds its outstanding preference shares.

3.   National Grid International Limited is the intermediate holding company for
     a number  of NGH's  current  or  planned  non-U.K.  investments,  including
     operations  in South  America,  India,  Africa and the U.S.  National  Grid
     International  has four  direct and a number of indirect  subsidiaries,  as
     follows:

     a.   National  Grid Overseas  Limited is an  intermediate  holding  company
          above all of the South American,  Indian and African interests held by
          NGH, through a Dutch holding company.

          i.   National Grid Holdings BV is organized in the  Netherlands and is
               a holding  company for  operations in Brazil,  Argentina,  Zambia
               India, and Poland.

               (1)  National  Grid  India  BV,  another  Netherlands   organized
                    company,  was formed to hold NGH's electricity  transmission
                    investments in India.

               (2)  NGC do Brasil  Participacoes Ltda, a Brazilian company,  was
                    formed to provide project development  services in Brazil to
                    National Grid  International  Limited.  National Grid Brazil
                    BV, a Netherlands company, owns, directly or indirectly, all
                    or part of three entities formed under the laws of Brazil as
                    follows:    50%    of    JVCO    Participacoes    Ltda    (a
                    telecommunications  joint venture  vehicle for National Grid
                    Group and Sprint),  which ownes 100% of Holdco Participacoes
                    Ltda  (a  joint  venture   vehicle  for  Brazilian   telecom
                    operations)  ("Holdco").  Holdco owns 100% of Bonari Holding
                    Ltda,  an operating  company  engaged in  telecommunications
                    operations in Brazil).

          ii.  National  Grid Zambia BV, a company  formed under the laws of the
               Netherlands,   owns  NGH's  Copperbelt  Energy   Corporation  plc
               investment in Zambia.

               (1)  Coopperbelt  Energy  Corporation plc, a Zambian  corporation
                    that is some 40% owned by NGH and is engaged in  generating,
                    buying,  selling and  transmitting  electricity  to meet the
                    needs  of the  copper  mining  regions  of  Zambia.  Another
                    registered holding company, CINergy, also owns a significant
                    interest in Copperbelt.



<PAGE>



          iii. National  Grid  Finance BV is a company  formed under the laws of
               the  Netherlands  that serves as a holding company for operations
               in Argentina.

               (3)  Citelec  SA  (41.25%  interest  held by NGH),  is a  holding
                    company for the Transener business.

                    (a)  Transener,  in which Citelec holds an approximately 65%
                         interest,  is  the  owner  of the  primary  electricity
                         transmission system that services Argentina and acts as
                         operator thereof.  Transener itself owns a 90% interest
                         in a regional  transmission  system  owner in Argentina
                         (Transba)  and  is  engaged  in the  construction  of a
                         cross-country transmission line.

          iv.  National  Grid  Poland BV will be a holding  company for a 23.75%
               interest in NGKT, a polish joint telecommunications  venture. The
               shares are currently held by National Grid International Ltd.

     b.   Teldata  International Limited is a holding company for US billing and
          energy service operations.

          i.   Teldata  Solutions Inc. is a Delaware  corporation  that provides
               complete,  end-to-end,  automated  metering and billing solutions
               for  electric,   gas  and  water  utilities  and  energy  service
               providers.

               (1)  FirstPoint  Services Inc. is a Delaware  corporation engaged
                    in providing  billing software  solutions for electric,  gas
                    and water utilities and energy service providers.

     c.   National Grid USA Inc. is a Delaware corporation formed to investigate
          potential opportunities in the U.S. market for The National Grid Group
          plc.

     d.   National  Grid  (Isle  of  Man)  Limited  is  a  holding  company  for
          electricity transmission operations on the Isle and is organized under
          the laws of the Isle of Man.

          i.   Manx Cable Company  (Isle of Man) is organized  under the laws of
               the  Isle  of Man for  the  purpose  of  developing  an  undersea
               electrical connector between England and the Isle of Man.

4.   The National Grid Group Quest  Trustee  Company  Limited  serves as trustee
     with respect to the National Grid Group Qualifying Share Trust,  which is a
     trust  established  for  employees  of The  National  Grid Group plc.  This
     company does not have any independent operations.



<PAGE>


5.   NGG  Telecoms  Holdings  Limited,  NGG Telecoms  Limited,  Energis plc (36%
     interest) and Energis Holding Limited are  intermediate  holding  companies
     for NGH's interest in certain telecommunications operations.

     a.   Energis   Communications   Limited   owns  and  operates  an  advanced
          telecommunications  network  that  is  astride  the  NGC  transmission
          network.  The Energis  network  transfers  data, by voice,  picture or
          data-base, throughout England and Wales.

5.2  NGG Telecoms  Investment Limited is an internal holding company for part of
     NGH's interest in Energis plc.

6.   NatGrid  Finance  Holdings Ltd.,  NatGrid Finance  Limited,  NG Investments
     Limited (a Jersey  organized  company),  NG Jersey Ltd (a Jersey  organized
     company),  National Grid Holland,  and NatGrid  Investments Limited provide
     financial  management services to The National Grid Group plc. For example,
     some these  companies are currently  involved in investing and managing the
     proceeds from the recent public  offering by the National Grid Group plc of
     some of its interest in the ordinary shares of Energis plc.




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