8-K

As filed with the Securities and Exchange Commission on January 19, 2001

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8 - K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report - January 19, 2001

Commission                              Registrant, State of Incorporation                             I.R.S. Employer
File Number                              Address and Telephone Number                               Identification No.
0-25595                                    Niagara Mohawk Holdings, Inc.                              16-1549726
                                               (a New York corporation)
                                               300 Erie Boulevard West
                                               Syracuse, New York 13202
                                               315.474.1511

1-2987                                     Niagara Mohawk Power Corporation                       15-0265555
                                               (a New York corporation)
                                               300 Erie Boulevard West
                                               Syracuse, New York 13202
                                               315.474.1511

Item 5.  Other Events

(a)   On January 19, 2001, Niagara Mohawk Holdings, Inc. issued a press release relating to the shareholder approval
       of the merger with National Grid plc. See attached Exhibit No. 99.

Item 7. Financial Statements and Exhibits

Exhibits – Following is the list of exhibits furnished in accordance with the provisions of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K.

Exhibit No. 99 – Press release of Niagara Mohawk Holdings, Inc. issued on January 19, 2001 relating to the shareholder approval of the merger with National Grid plc.

NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

                                                                                 NIAGARA MOHAWK HOLDINGS, INC.
                                                                                                           (Registrant)

Date:  January 19, 2001                                       By:     /s/ Steven W. Tasker
                                                                                          Steve W. Tasker
                                                                                          Vice President–Controller and
                                                                                          Principal Accounting Officer,                                                                                                                             in his respective capacities as such

                                                                                 NIAGARA MOHAWK POWER CORPORATION
                                                                                                           (Registrant)

Date:  January 19, 2001                                       By:     /s/ Steven W. Tasker
                                                                                          Steve W. Tasker
                                                                                          Vice President–Controller and
                                                                                          Principal Accounting Officer,                                                                                                                             in his respective capacities as such

EXHIBIT INDEX

Following is the index of Exhibits furnished in accordance with the provisions of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K.

Exhibit No. 99 – Press release of Niagara Mohawk Holdings, Inc. issued on January 19, 2001 relating to the shareholder approval of the merger with National Grid plc.

EX-99

News Release

EXHIBIT NO. 99

NIAGARA MOHAWK SHAREHOLDERS OVERWHELMINGLY APPROVE
PLANNED MERGER WITH NATIONAL GRID PLC

SYRACUSE, Jan. 19 – Niagara Mohawk Holdings, Inc. shareholders today overwhelmingly approved a plan to merge their company with National Grid plc. The closing of the merger remains subject to numerous regulatory approvals.

“This transaction is a vote of confidence by National Grid in the upstate New York economy and demonstrates their commitment to support the region’s economic development,” said Niagara Mohawk Holdings Chairman and Chief Executive Officer William E. Davis. “National Grid is investing not only in Niagara Mohawk’s employees, infrastructure and assets; it is investing in the markets we serve and in the region’s economic vitality and future.”

National Grid Group and Niagara Mohawk Holdings announced Sept. 5 they had signed a merger agreement under which London-based National Grid would acquire Niagara Mohawk in a merger in which Niagara Mohawk common shareholders would receive stock and cash. Completion of the merger with Niagara Mohawk would mark National Grid’s third U.S. acquisition, after New England Electric System and Eastern Utilities Associates which were purchased in 2000.

“Today marks an important milestone in our company’s history,” Davis said. “We still have a number of hurdles to overcome and approvals to secure before this merger is completed, but we remain optimistic that the proposed transaction can be completed by late this year.”

National Grid Group plc, one of the United Kingdom’s 50 largest companies and the world’s largest independent electric transmission company, builds, owns and operates electric and telecommunications networks around the world.

Niagara Mohawk Holdings is the parent company of Niagara Mohawk Power Corp, a regulated electricity and natural gas delivery company with the largest service territory in New York state. Niagara Mohawk Power Corp. serves more than 1.5 million electricity customers and more than 540,000 natural gas customers across 24,000 square miles. Niagara Mohawk Holdings also is parent to Opinac NA, an unregulated entity with two subsidiaries of its own – Niagara Mohawk Energy and Opinac Energy.