File No.70-9109




	CERTIFICATE OF NOTIFICATION

	(Rule 24)

	SECURITIES AND EXCHANGE COMMISSION

	by

	NATIONAL GRID USA

It is hereby certified that the transactions detailed below,
if any, which were covered by the Statement on Form U-l as
amended and the Order of the Securities and Exchange Commission
dated December 10, 1997 with respect thereto ("Order"), have been
carried out in accordance with the terms and conditions of and
for the purposes represented in said Statement and Order of the
Commission as follows:

During the quarter ended March 31, 2002, National Grid USA
made no new money borrowings and had no short-term debt
outstanding pursuant to the Order.


	          SIGNATURE

Pursuant to the requirements of the Public Utility Holding
Company Act of l935, the undersigned company has duly caused this
certificate of notification to be signed on its behalf by the
undersigned officer thereunto duly authorized.

                             National Grid USA

		s/John G. Cochrane
_____________________________
John G. Cochrane
		Vice President and,
Chief Financial Officer

Date:  May 2, 2002