U-9C-3 1 u9c3-ye.htm ENDED 3/31/02

THIS DOCUMENT IS A COPY OF THE FORM U-9C-3 UNDER RULE 58
FILED ON JUNE 28, 2002, PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM U-9C-3





QUARTERLY REPORT PURSUANT TO RULE 58





FOR THE QUARTER ENDED

March 31, 2002





NATIONAL GRID USA





25 Research Drive, Westborough, MA 01582





NATIONAL GRID USA

For The Quarter Ended March 31, 2002

ITEM 1 - ORGANIZATION CHART

Name of Reporting CompanyEnergy or Date ofState ofPercentage ofNature of Business
Gas-RelatedOrganizationOrganizationVoting Securities
CompanyHeld

N/A for fourth quarter.




NATIONAL GRID USA
For The Quarter Ended March 31, 2002

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS

Company Issuing Security Type of Principal Issue Or Cost of Person to Collateral Consideration
SecurityAmount ofRenewalCapitalWhomGiven with Received for
IssuedSecuritySecuritySecurityEach Security
Was Issued

None




NATIONAL GRID USA
For The Quarter Ended March 31, 2002

ITEM 2 - ISSUANCES AND RENEWALS OF SECURITIES AND CAPITAL CONTRIBUTIONS (cont'd.)

     (expressed in millions, rounded to hundred thousands of dollars)

Company Contributing Capital Company Receiving CapitalAmount of Capital Contribution

National Grid USAWayfinder Group, Inc.$(0.6)

National Grid USANational Grid Transmission Services Corporation$ 0.2



NATIONAL GRID USA
For The Quarter Ended March 31, 2002

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

Reporting Company Rendering Services Associate Company Receiving Services Types of Services Direct CostsIndirect Costs Cost of CapitalTotal Amount
Rendered ChargedCharged Billed


      None



Part II - Transactions performed by associate companies on behalf of reporting companies (expressed in millions, rounded to hundred thousands of dollars)

Associate Company Rendering ServicesReporting Company Receiving Services Types of Services RenderedDirect Costs ChargedIndirect Costs ChargedCost of CapitalTotal Amount Billed
New England Power CompanyNational Grid Transmission Services Corp.Miscellaneous (1)(1)(1)

New England Power Company Wayfinder Group, Inc. Miscellaneous (5) (1) (1) (1)

National Grid USA Service Co., Inc. New England Energy Incorporated Miscellaneous (2) (1) (1)

National Grid USA Service Co., Inc. EUA Energy Investment Corporation Miscellaneous (3) (1) (1) (1) (1)

National Grid USA Service Co., Inc. Wayfinder Group, Inc. Miscellaneous (4) $0.2 (1) (1) $0.2

National Grid USA Service Co., Inc. National Grid Transmission Services Corp. Miscellaneous (4) $0.2 (1) (1) $0.2

Niagara Mohawk Power Corporation Niagara Mohawk Energy, Inc. Miscellaneous (1) (1)



(1) Amounts are below $100,000.
(2) Represents 2 types of services totaling less than $100,000 in aggregate.
(3) Represents 5 types of services totaling less than $100,000 in aggregate.
(4) Represents 13 types of services totaling approximately $200,000 in aggregate.
(5) Majority of charges will ultimately be billed to external third party.




NATIONAL GRID USA
At March 31, 2002

ITEM 4 - SUMMARY OF AGGREGATE INVESTMENT

     (expressed in millions, rounded to hundred thousands of dollars)

Investment in energy-related companies:

Total consolidated capitalization as of March 31, 2002 $13,323.9(1)line 1

Total capitalization multiplied by 15 percent 1,998.6line 2
     (line 1 multiplied by 0.15)

Greater of $50 million or line 21,998.6line 3

Total current aggregate investment:
          (categorized by major line of energy-related business)

               Energy-related consulting services (2) $ 2.1

               Energy software 2.2

               Ownership, operation, and maintenance of Qualifying Facilities28.8

Total current aggregate investment$ 33.1line 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)$1,965.5line 5

(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.

(2)   The former caption, Power Marketing and Other, has been changed to "Energy-related consulting
      services" to reflect the nature of the current major business focus of the respective Energy-related
      companies.




NATIONAL GRID USA
For The Quarter Ended March 31, 2002

ITEM 5 - OTHER INVESTMENTS

     (expressed in millions, rounded to hundred thousands of dollars)

Major Line or Energy-Related Business Other Investment in Last   U-9C-3 ReportOther Investment in
U-9C-3 Report
Reason for Difference in Other Investment

Energy-related consulting services*$ 8.0$ 8.0

Ownership, operation, and maintenance of Qualifying Facilities$26.7
$26.7

Investments for these reporting entities prior to March 1997 were excluded from aggregate investment in Item 4.

*     The former caption, Power Marketing and Other, has been changed to "Energy-related consulting
     services" to reflect the nature of the current major business focus of the respective pre-Rule 58 Energy-
     related company.




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 interested state commissions.



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
By                                                               
   John G. Cochrane, Senior Vice President and
   Chief Financial Officer

Date: June 28, 2002



EXHIBIT INDEX

Exhibit No.DescriptionPage
10(g)Certificate stating that a copy of the report for the previous quarter
has been filed with interested state commissions
Filed Herewith



CERTIFICATE

      A copy of the Form U-9C-3 report for the previous quarter (quarter ended December 31, 2001) has been filed with the interested state commissions in accordance with Rule 58 under the Public Utility Holding Company Act of 1935.

      The names and addresses of such state commissions are as follows:

      Mrs. Luly Massaro, Clerk
      Rhode Island Public Utilities Commission
      89 Jefferson Boulevard
      Warwick, Rhode Island 02888-1046

      Mary L. Cottrell, Secretary
      Massachusetts Department of
      Telecommunications and Energy
      1 South Station, 2nd Floor
      Boston, MA 02110

      Ms. Debra Howland
      Assistant Executive Director
      New Hampshire Public Utilities Commission
      8 Old Suncook Road
      Concord, New Hampshire 03301


SIGNATURE


NATIONAL GRID USA


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

Date: June 28, 2002