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)





     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