SC TO-C

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   SC TO-C

                TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
                13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934.

                        NIAGARA MOHAWK POWER CORPORATION
                       (Name of Subject Company (Issuer))


                            NATIONAL GRID GROUP PLC
                       NIAGARA MOHAWK POWER CORPORATION
                            (Name of Filing Persons)

           Fixed/AdjustableRate Cumulative Preferred Stock, Series D
                    Cumulative Preferred Stock, 3.40% Series
                    Cumulative Preferred Stock, 3.60% Series
                    Cumulative Preferred Stock, 3.90% Series
                    Cumulative Preferred Stock, 4.10% Series
                    Cumulative Preferred Stock, 4.85% Series
                    Cumulative Preferred Stock, 5.25% Series
                         (Title of Class of Securities)

                                    653522771
                                    653522201
                                    653522300
                                    653522409
                                    653522508
                                    653522607
                                    653522706
                      (CUSIP Number of Class of Securities)

               Gregory Barone                     John Cochrane
      Niagara Mohawk Power Corporation          National Grid USA
           300 Erie Boulevard West              25 Research Drive
             Syracuse, NY 13202               Westborough, MA 01582

                 (Names and addresses of persons authorized to
 receive notices and communications on behalf of the persons filing statement)

                                    Copy to:
                             Keith F. Higgins, Esq.
                                  Ropes & Gray
                             One International Place
                           Boston, Massachusetts 02110

EX-99.1

News

Contact: Leon Mazur
315.428.5876

NIAGARA MOHAWK ANNOUNCES REVISED
PREFERRED STOCK TENDER OFFER FILING

SYRACUSE, N.Y., Mar. 22, 2002 - Niagara Mohawk, a National Grid company (LSE: and NYSE: NGG), announced today that it had amended its tender offer filing for the outstanding shares of seven series of preferred stock to include National Grid Group plc, its parent company, as a joint filing person and co-bidder. The revised filing is available on EDGAR from the U.S. Securities and Exchange Commission's web site at www.sec.gov.

        Under the terms of the offers, shareholders tendering their shares will receive a fixed price per share as listed in the offer materials. Shareholders of record as of the close of business on March 11, 2002, who tender their shares, will receive the March 31, 2002, regular dividend regardless of when their shares are tendered.

        The offer for any one series of preferred stock is not conditioned upon any minimum number of preferred shares of a series being tendered and is independent of the offer for any other series.

- more -

300 Erie Boulevard West
Syracuse, NY 13202-4250

        The offers will expire at 5:00 p.m. EST on Wednesday, March 27, 2002. Payment for tendered securities will occur promptly after the expiration date.

        Merrill Lynch & Co. is acting as the dealer manager for the offers. Holders who have any questions regarding the terms of the offers should contact D.F. King & Co., Inc., the information agent for the offers, at 888.414.5566 or Merrill Lynch at 888.654.8637. Holders who would like copies of the Offer to Purchase, the Letters of Transmittal or any related documents, or who have questions regarding the procedures for tendering should call D.F. King at 888.414.5566.

        This press release is neither an offer to purchase the securities nor a solicitation of consents. Each tender offer is made only pursuant to the offering documents.

        Niagara Mohawk, a National Grid company, is based in Syracuse, N.Y. National Grid Group plc is an international, U.K.-based company that builds, owns and operates electricity, natural gas and telecommunications networks. It is one of the top 10 electricity companies in the U.S. and has the largest transmission and distribution network in the New England/New York market, serving 3.2 million customers in upstate New York, Massachusetts, Rhode Island and New Hampshire. National Grid also delivers natural gas to more than 500,000 customers in upstate New York.

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300 Erie Boulevard West
Syracuse, NY 13202-4250