<PAGE>
As filed with the Securities and Exchange Commission on June 27, 2000
File No. 33-35470
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
__________________________
National Grid USA
(f/k/a "New England Electric System")
(Exact name of registrant as specified in its charter)
Massachusetts 04-1663060
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
National Grid USA Companies' Incentive Thrift Plan II
(f/k/a "New England Electric System Companies Incentive Thrift Plan II")
(Full title of the plan)
_________________________
25 Research Drive
Westborough, Massachusetts 01582
(Address of principal executive offices, including zip code)
_________________________
Peter J. Dill
Corporation Counsel and Secretary to the Benefits Committee
National Grid USA (f/k/a "New England Electric System")
25 Research Drive
Westborough, Massachusetts 01582
(508) 389-2000
_________________________
(Name, Address and Telephone Number, including Area Code,
of Agent for Service)
<PAGE>
Pursuant to Rule 478(a)(4) under the Securities Act of 1933, the
Registrant hereby withdraws from registration under this Registration
Statement any and all shares of Common Stock and plan interests registered
hereunder which have not been issued. No further offering of such securities
or interests will be made unless pursuant to an exemption from the
registration requirements under the Act.
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Westborough, Commonwealth of Massachusetts.
NATIONAL GRID USA
f/k/a NEW ENGLAND ELECTRIC SYSTEM
s/ Peter J. Dill
By:
Name: Peter J. Dill
Title: Counsel
Pursuant to the requirements of the Securities Act of 1933, the Plan has
duly caused this Post-Effective Amendment No. 1 to Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westborough, Commonwealth of Massachusetts.
NATIONAL GRID USA
COMPANIES' INCENTIVE THRIFT PLAN II
f/k/a NEW ENGLAND ELECTRIC SYSTEM
COMPANIES INCENTIVE THRIFT PLAN II
s/ Peter J. Dill
By:
Name: Peter J. Dill
Title: Counsel and Secretary to
Benefits Committee
Dated: June 27, 2000
