<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-9C-3
QUARTERLY REPORT PURSUANT TO RULE 58
FOR THE QUARTER ENDED
June 30, 2000
NATIONAL GRID USA
25 Research Drive, Westborough, MA 01582
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of Voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization
Held Nature of Business
----------------- ----------- ------------ ------------
----------- --------------------------------------
<S> <C> <C> <C> <C> <C>
New England Energy, Energy 11/20/72 MA 100 New England
Energy, Inc. (NEEI)
Inc./National Grid USA participated (principally
through a
partnership with a nonaffiliated oil
company) in domestic oil and gas
exploration, development, and production
and the sale to New England Power
Company of fuel purchased in the
open market. Effective 1/1/98, NEEI
sold its oil and gas properties and
ceased its participation in domestic oil
and gas exploration, development, and
production.
Granite State Energy, Energy 04/22/96 NH 100 Granite State
Energy, Inc.'s purpose is
Inc./National Grid USA to provide a range of energy and related
services including, but not limited to, sales
of energy, audits, power quality,
fuel supply, repair, maintenance,
construction, design, engineering, and
consulting.
Wayfinder Group, Inc./ Energy 01/13/92 MA 100 Wayfinder
Group, Inc. is primarily a
National Grid USA consulting business which provides
products and services related to the
operational requirements of competitive
electricity markets.
National GridEnergy05/01/00MA100National Grid Transmission Services
Transmission ServicesCorporation's purpose is to provide
Corporation/National technical, operational, management,
Grid USAdevelopment, engineering, and other similar services relating to
electric power transmission.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of Voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization
Held Nature of Business
----------------- ----------- ------------ ------------
----------- --------------------------------------
<S> <C> <C> <C> <C> <C>
AllEnergy Marketing Energy 04/23/98 DE 100
AllEnergy Marketing Co., L.L.C.'s
Co., L.L.C./NEES principal purpose is to
sell energy and
Energy, Inc./National provide a range of
energy-related
Grid USA services including, but not limited
to,
marketing, brokering and sales of
energy, audits, fuel supply, repair,
maintenance, construction, operation,
design, engineering, and consulting.
This company is a Delaware limited
liability company.
NEWHC, Inc./ Energy 05/25/90 MA 100 On September
19, 1999, NEWHC, Inc.
Wayfinder Group, sold substantially all of
its assets
Inc./National to Duperey Investments, Inc.,
an
Grid USA unaffiliated company.
AllEnergy Fuels Energy 03/27/98 DE 100 AllEnergy
Fuels Corp.'s purpose is to
Corp./ National acquire interests in and
assets of
Grid USA energy-related companies and to
engage in energy-related activities
in accordance with Rule 58.
Separation Energy 03/28/89 DE 5.6 This company
produces concrete using
Technologies, Inc./ fly ash waste from
coal-fired
Wayfinder Group, Inc./ generating plants.
National Grid USA
SeparationEnergy03/28/89DE25.76This company produces concrete using
Technologies, Inc./fly ash waste from coal-fired
EUA Energy Investment/generating plants. The interest in
National Grid USAthis company was acquired by National
Grid USA on April 19, 2000.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000
ITEM 1 - ORGANIZATION CHART
Percentage
Energy or State of Voting
Name of Reporting Gas-Related Date of of Securities
Company Company Organization Organization
Held Nature of Business
----------------- ----------- ------------ ------------
----------- --------------------------------------
<S> <C> <C> <C> <C> <C>
Texas Liquids, Energy 12/19/96 MA 100 Texas Liquids, LLC
engages in
LLC/AllEnergy purchasing, marketing, selling,
Marketing Company, and distributing energy
L.L.C./NEES commodities and related products
Energy, Inc./ and services. On August 16, 2000,
National Grid USATexas Liquids LLC was sold to an
unaffiliated third party.
NeXus Energy Energy 05/19/97 MA 9.9 NeXus Energy
Software, Inc.'s purpose is Software, Inc./ to
develop, implement, produce, market,
Wayfinder Group, and sell software for application in
the
Inc./National energy conservation industry.
Grid USA
Weatherwise USA, Inc./ Energy 09/30/99 DE 4.2 Weatherwise
USA, Inc.'s purpose is to be
AllEnergy Marketing an energy-related company to
provide
Company, L.L.C./ energy management and technical and
NEES Energy, Inc./ utility hedging services to
reduce National Grid USA weather-related
financial uncertainty
of utilities, energy users, and others.
This company was originally formed as an
LLC on 10/10/96 and changed to a
corporation on 09/30/99.
AEDR Fuels, L.L.C./ Energy 01/12/98 ME 100 AEDR Fuels,
L.L.C.'s purpose is to
AllEnergy Marketing acquire interests in and assets of
Company, L.L.C./ energy-related companies and to
engage
NEES Energy, Inc./ in energy-related activities in
National Grid USA accordance with Rule 58.
Texas-Ohio Gas, Inc./ Energy 08/12/87 TX 100 Texas-Ohio
Gas, Inc.'s purpose is to
AllEnergy Marketing sell energy and provide a range
of
Company, L.L.C./NEES energy-related services
including, but
Energy, Inc./National not limited to, marketing, brokering
and
Grid USA sales of energy, and fuel supply.
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
Type of Principal Issue Cost Person to
Collateral Consideration
Security Amount of or of Whom Security Given
with Received for
Company Issuing Security Issued Security Renewal
Capital Was Issued Security Each Security
------------------------ -------- --------- -------
------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
National Grid TransmissionCommon1,000National Grid USA$1 per share
Services CorporationStockshares
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000 (cont'd.)
Item 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS
(expressed in millions, rounded to hundred thousands of dollars)
Company Company Amount of
Contributing Receiving Capital
Capital Capital Contribution
------------ --------- ------------
<S> <C> <C> <C>
NEES Energy, Inc. AllEnergy Marketing Company, L.L.C.
$(31.0)
National Grid USA Wayfinder Group, Inc. $ 0.2
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000
Item 3 - ASSOCIATE TRANSACTIONS (expressed in millions, rounded to hundred
thousands of dollars)
Part I - Transactions performed by reporting companies on behalf of associate
companies
Direct
Indirect Total
Reporting Company Associate Company Types of
Services Costs Costs Cost of Amount
Rendering Services Receiving Services Rendered
Charged Charged Capital Billed
------------------ ------------------
----------------- ------- ------- ------- ------
<S> <C> <C>
<C> <C> <C> <C>
N/A
Part II - Transactions performed by associate companies on behalf of reporting
companies
Direct
Indirect Total
Associate Company Reporting Company Types of
Services Costs Costs Cost of Amount
Rendering Services Receiving Services Rendered
Charged Charged Capital Billed
----------------- ------------------
----------------- ------- ------- ------- ------
Massachusetts Electric Wayfinder Group, Inc. Miscellaneous
(2) (1) (1) (1)
Company
The NarragansettWayfinder Group, Inc.Customer Service(1)(1) (1)
Electric Co.
National Grid USA Wayfinder Group, Inc. Miscellaneous
(6) (1) (1) (1) (1)
Service Co., Inc. Information
Services
(1) (1) (1)
Corp. Acctg.
(1) (1) (1) (1)
New Bus.
Develop.(1)(1) (1)(1)
National Grid USA New England Energy, Inc. Miscellaneous
(5) (1) (1) (1) (1)
Service Co., Inc.
National Grid USA Granite State Energy, Miscellaneous (3)
(1) (1) (1) (1)
Service Co., Inc. Inc.
National Grid USA AllEnergy Marketing Human
Resources (1)(1) (1) (1)
Service Co., Inc. Company, L.L.C. Miscellaneous
(4)(1)(1) (1) (1)
<FN>
(1) Amounts are below $100,000.
(2) Represents 3 types of services totaling less than $100,000 in
aggregate.
(3) Represents 2 types of services totaling less than $100,000 in
aggregate.
(4) Represents 9 types of services totaling less than $100,000 in
aggregate.
(5) Represents 4 types of services totaling less than $100,000 in
aggregate.
(6) Represents 10 types of services totaling less than $100,000 in
aggregate.
</FN>
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
At June 30, 2000
ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT
(expressed in millions, rounded to hundred thousands of
dollars)
<S> <C>
<C>
Investment in energy-related companies:
Total consolidated capitalization as of
June 30, 2000 $5,306.8 (1) line 1
Total capitalization multiplied by 15 percent 796.0 line 2
(line 1 multiplied by 0.15)
Greater of $50 million or line 2 796.0 line 3
Total current aggregate investment:
(categorized by major line of energy-
related business)
Power marketing and other $ 197.0
Energy software 2.2
-------
Total current aggregate investment $199.2 line 4
------
Difference between the greater of $50 million
or 15 percent of capitalization and the total
aggregate investment of the registered holding
company system
(line 3 less line 4) $596.8 line 5
<FN>
(1)Consolidated capitalization includes total common equity, cumulative
preferred stock, long-term debt (including long-term debt due within
one year), and short-term debt.
</FN>
</TABLE>
<PAGE><TABLE>
<CAPTION>
NATIONAL GRID USA
For The Quarter Ended June 30, 2000
ITEM 5 - OTHER INVESTMENTS
Reason for
Major Line Other Other Difference
or Energy-Related Investment in Investment in Other
Business Last U-9C-3 Report in U-9C-3 Report Investment
----------------- ------------------ ---------------- ----------
<S> <C> <C> <C>
Power Marketing $24.8 $0 Investments
and Other made prior to
the effective
date of Rule 58
</TABLE>
<PAGE>NATIONAL GRID USA
For The Quarter Ended June 30, 2000
ITEM 6 - FINANCIAL STATEMENTS AND EXHIBITS
(A) Exhibits
10(g) Certificate stating that a copy of the report for the previous
quarter has been filed with the appropriate state commissions.
(B) Financial Statements*
1-ANational Grid USA Consolidated Income Statement for the quarter ended
June 30, 2000
1-BNational Grid USA Consolidated Balance Sheet as of June 30, 2000
2-ANew England Energy, Inc. Balance Sheet as of June 30, 2000
3-AWayfinder Group, Inc. Income Statement for the quarter ended
June 30, 2000
3-BWayfinder Group, Inc. Balance Sheet as of June 30, 2000
4-A Texas Liquids, LLC Income Statement for the quarter ended
June 30, 2000
4-BTexas Liquids, LLC Balance Sheet as of June 30, 2000
5-A Texas-Ohio Gas, Inc. Income Statement for the quarter ended
June 30, 2000
5-BTexas-Ohio Gas, Inc. Balance Sheet as of June 30, 2000
6-A AllEnergy Marketing Company, L.L.C. Consolidated Income
Statement for the quarter ended June 30, 2000
6-B AllEnergy Marketing Company, L.L.C. Consolidated Balance
Sheet as of June 30, 2000
(C) Notes
(1)Financial statements for Weatherwise USA, Inc., Separation Technologies,
Inc., and NEXUS Energy Software, Inc. were not available as of the filing
date.
(2)National Grid Transmission Services Corporation, New England Energy,
Inc., Granite State Energy, Inc., and AEDR Fuels, L.L.C. Income Statement
actuals, and National Grid Transmission Services Corporation, Granite State
Energy, Inc., and AEDR Fuels, L.L.C. Balance Sheet actuals are less than
$100,000 and are therefore not reported.
* Financial Statements are being filed separately pursuant to a request for
confidential treatment.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the undersigned company has duly caused this report to be signed on its
behalf by the undersigned officer thereunto duly authorized.
NATIONAL GRID USA
s/ John G. Cochrane
_______________________________
John G. Cochrane, Treasurer
Date: August 29, 2000
