##### Table of Contents





SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 FORM 20-F
  (Mark One)o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
    THE SECURITIES EXCHANGE ACT OF 1934ORþ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended 31
    March 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934Date of event requiring this
    shell company
    reportFor the transition period
    from  to   Commission file number:
    001-14958
  NATIONAL GRID PLC
 (Exact name of Registrant as
    specified in its charter)
  England and Wales
 (Jurisdiction of incorporation
    or organization)
  1-3 Strand, London WC2N 5EH,
    England
 (Address of principal executive
    offices)
  Helen Mahy
 011 44 20 7004 3000
 Facsimile No. 011 44 20
    7004 3004
 Company Secretary and General
    Counsel
 National Grid, plc
 1-3 Strand London WC2N 5EH
    England
 (Name, Telephone,
    E-mail
    and/or Facsimile number and Address of Company Contact
    Person)
  Securities registered or to be registered pursuant to
    Section 12(b) of the Securities Exchange Act of 1934:
  Title of each class

Name of each exchange on which registeredOrdinary Shares of
    1117/43
    pence each

The New York Stock Exchange*American Depositary Shares, each representing five
    Ordinary Shares of
    1117/43
    pence each

The New York Stock Exchange6.625% Guaranteed Notes due 2018

The New York Stock Exchange6.30% Guaranteed Notes due 2016

The New York Stock ExchangePreferred Stock ($100 par value-cumulative):3.90% Series

The New York Stock Exchange3.60% Series

The New York Stock Exchange     *
    
    Not for trading, but only in
    connection with the registration of American Depositary Shares
    representing Ordinary Shares pursuant to the requirements of the
    Securities and Exchange Commission.  Securities registered or to be registered pursuant to
    Section 12(g) of the Securities Exchange Act of 1934:
  Securities for which there is a reporting obligation pursuant
    to Section 15(d) of the Securities Exchange Act of 1934:
    Ordinary Shares of
    1117/43
    pence each
    2,581,913,516  þ o
  o þ
    þ o
  Rule 12b-2
 Large accelerated filer
    þ
    Accelerated filer
    o
    Non-accelerated filer
    o    o þ o
  o o
  Rule 12b-2 o þ




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Cautionary
    Statement
  Form 20-F
   i




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##### 



TABLE OF
    CONTENTS
  PART IItem 1.

Identity of Directors, Senior Management and Advisers

1Item 2.

Offer Statistics and Expected Timetable

1Item 3.

Key Information

1Item 4.

Information on the Company

2Item 4A.

Unresolved Staff Comments

4Item 5.

Operating and Financial Review and Prospects

4Item 6.

Directors, Senior Management and Employees

4Item 7.

Major Shareholders and Related Party Transactions

5Item 8.

Financial Information

5Item 9.

The Offer and Listing

5Item 10.

Additional Information

6Item 11.

Quantitative and Qualitative Disclosures about Market Risk

12Item 12.

Description of Securities Other than Equity Securities

12PART IIItem 13.

Defaults, Dividend Arrearages and Delinquencies

12Item 14.

Material Modifications to the Rights of Security Holders and Use
    of Proceeds

12Item 15.

Controls and Procedures

12Item 16.

[Reserved]

13Item 16A.

Audit Committee Financial Expert

13Item 16B.

Code of Ethics

13Item 16C.

Principal Accountant Fees and Services

14Item 16D.

Exemptions from the Listing Standards for Audit Committees

14Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated
    Purchasers

15PART IIIItem 17.

Financial Statements

16Item 18.

Financial Statements

16Item 19.

Exhibits

17SIGNATURE

21EX-2.A: AMENDED AND RESTATED DEPOSIT AGREEMENTEX-2.B.4.2: SUPPLEMENTARY PROSPECTUSEX-2.B.5.1: PROSPECTUS ISSUED BY NATIONAL GRID PLCEX-2.B.5.2: SUPPLEMENTARY PROSPECTUSEX-2.B.6.1: PROSPECTUS ISSUED BY NATIONAL GRID USAEX-2.B.6.2: SUPPLEMENTARY PROSPECTUSEX-2.B.7.1: PROSPECTUS ISSUED BY NATIONAL GRID GAS PLCEX-4.C.8: FIXED TERM EMPLOYMENT AGREEMENTEX-4.C.9: EMPLOYMENT AGREEMENT AMONG NATIONAL GRID PLCEX-4.C.11: LETTER OF APPOINTMENT - PHILIP AIKENEX-8: SUBSIDIARIESEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13: CERTIFICATIONEX-15.1: NATIONAL GRID PLC ANNUAL REPORTEX-15.2: CONSENT OF PRICEWATERHOUSECOOPERS LLP   ii




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##### Table of Contents



PART I Item 1.  Identity
    of Directors, Senior Management and Advisers   Item 2.  Offer
    Statistics and Expected Timetable   Item 3.  Key
    Information    Selected
    financial data
  Amounts in accordance with
    IFRS1:
  Year Ended 31 March2008


2007


2006


2005Revenue


£m



11,423



8,695



8,868



7,174Total operating profit


£m



2,964



2,513



2,374



2,113Profit for the year from continuing operations


£m



1,581



1,310



1,183



1,106Profit for the year


£m



3,199



1,396



3,850



1,424Basic earnings per share from continuing operations


pence



60.5



48.1



41.6



35.9Diluted earnings per share from continuing operations


pence



60.1



47.8



41.4



35.7Basic earnings per share


pence



122.5



51.3



135.6



46.2Diluted earnings per share


pence



121.8



50.9



135.0



46.0Number of shares  basic


millions



2,609



2,719



2,837



3,082Number of shares  diluted


millions



2,624



2,737



2,851



3,096Total assets


£m



37,822



28,389



25,924



27,560Net assets


£m



5,380



4,136



3,493



2,121Total parent company shareholders equity


£m



5,362



4,125



3,482



2,111Dividends per ordinary share: paid during the year


pence



29.5



26.8



25.4



20.4Dividends per ordinary share: approved or proposed during the
    year


pence



33.0



28.7



26.1



23.7Dividends per ordinary share: paid during the year

US$




.593



0.513



0.455



0.381Dividends per ordinary share: approved or proposed during the
    year

US$




.663



0.549



0.467



0.443     1
    
    Since the implementation of IFRS by the Company, there have been
    no significant changes in accounting standards, interpretations
    or policies that have had a material financial impact on the
    selected financial data other 1




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than the adoption of accounting standards IAS 32 and IAS 39 on
    1 April 2005, subsequent to which derivative financial
    instruments have been recorded at the fair value and
    remeasurements in those fair values have been recorded in the
    income statement to the extent that hedge accounting was not
    effective or has not been applied. Prior to 31 March 2005,
    derivative financial instruments were not recorded as assets or
    liabilities in the balance sheet and changes in the fair values
    of those instruments were not recognised in the income statement.The selected financial data incorporates businesses acquired in
    the period from the date of their acquisitions, principally
    KeySpan Corporation acquired in August 2007, our Rhode Island
    gas distribution operations acquired in August 2006 and UK
    wireless operations acquired in August 2004.The selected financial data for continuing operations excludes
    businesses discontinued during the periods presented,
    principally our former UK and US wireless operations and our
    former electricity interconnector business in Australia,
    disposed of in April and August 2007 and four gas distribution
    networks in the UK disposed of in June 2005. Also excluded from
    continuing operations are discontinued operations acquired with
    KeySpan Corporation, principally the Ravenswood generation
    station.  Exchange
    rates
      High


LowJune 2008*


1.9758
*


1.9467
*May 2008


1.9818



1.9451April 2008


1.9994



1.9627March 2008


2.0311



1.9823February 2008


1.9923



1.9405January 2008


1.9895



1.9515December 2007


2.0658



1.9774   Average**2007/08

2.012006/07

1.912005/06

1.782004/05

1.852003/04

1.702002/03

1.55     *
    
    For the period to 13 June 2008.  **
    
    The average for each period is calculated by using the average
    of the exchange rates on the last day of each month during the
    period.  Risk
    factors
  Risk factors
 Item 4.  Information
    on the Company  National Grid plc was incorporated on 11 July
    2000.
 2




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Operating and Financial
    Review Note 37 Subsidiary
    undertakings, joint ventures and associates Definitions
    and glossary of terms
  Property,
    plant and equipment
  United
    Kingdom
  15-year
  UK electricity and gas transmission.
      20-year
  UK gas distribution.
   3




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##### Table of Contents



United
    States
      US electricity transmission.
  US electricity and gas distribution.
 Item 4A.  Unresolved
    Staff Comments   Item 5.  Operating
    and Financial Review and Prospects  Operating and Financial
    Review Research and development
 Item 6.  Directors,
    Senior Management and Employees  Board of Directors Directors Remuneration
    Report Note 5 Pensions and other
    post-retirement benefits
 4




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##### Table of Contents



Note 31
    Actuarial information on pensions and other post-retirement
    benefits Corporate Governance Employees Operating Costs
    3(b) Number of Employees Note 25 Share
    capital 2007/08
   Item 7.  Major
    Shareholders and Related Party Transactions  Major
    shareholders
    Number of


% of OutstandingOrdinary Shares


Share Capital*Legal and General Investment Management Ltd


145,542,289



5.82Fidelity International Limited


82,805,863



3.06     *
    
    This number is calculated in relation to the issued share
    capital at the time the holding was disclosed.        Note 30 Related party
    transactions
 Item 8.  Financial
    Information  Accounting policies Adoption
    of new accounting standards Consolidated balance
    sheet Consolidated income
    statement Consolidated statement of
    recognised income and expense Consolidated cash flow
    statement Notes to the consolidated
    financial statements-analysis of items in the primary
    statements Notes to the consolidated
    financial statements  supplementary information Legal and related
    matters Shareholder returns
 Item 9.  The
    Offer and Listing  Price
    history
  Note 25 Share
    capital b shares
 5




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17 43
  Ordinary Share(Pence)


ADS ($)High


Low


High


Low2007/08


863.00



686.00



86.58



69.222006/07


797.50



552.00



78.81



48.832005/06


613.50



489.25



53.45



44.482004/05


549.50



421.25



52.06



37.592003/04


438.00



374.75



41.45



30.192007/08 Q4


863.00



691.50



85.48



69.22Q3


790.50



686.00



80.23



69.85Q2


845.50



761.50



86.58



78.40Q1


816.50



719.50



80.75



71.462006/07 Q4


797.50



717.00



78.81



69.55Q3


749.50



664.50



74.00



63.10Q2


672.00



587.00



63.24



53.32Q1


615.00



552.00



57.34



48.83June 2008*


748.50



696.00



73.27



67.91May 2008


749.50



704.00



74.89



68.77April 2008


730.00



695.50



73.46



68.95March 2008


734.50



691.50



74.61



69.22February 2008


790.50



733.50



77.89



72.60January 2008


863.00



748.00



85.48



74.95December 2007


845.50



811.00



86.58



82.65     *
    
    For the period to 13 June 2008.  Markets
   Item 10.  Additional
    Information  Memorandum
    and Articles of Association
      General
    
    carrying on the business of a holding company;
    employing the funds of the Company to develop and expand its
    business; and 6




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
    carrying on any other activity supplemental to the foregoing or
    capable of enhancing the Companys profitability.    Directors
        he/she
    Rights,
    Preferences and Restrictions
  called-up
          winding-up,
 7




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Variation
    of Rights
    General
    Meetings
    Rights
    of Non-Residents
    Disclosure
    of Interests
           8




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##### Table of Contents



Material
    contracts
      Exchange
    controls
  and/or
  Taxation
    
    a citizen or resident of the US,
    a corporation or other entity taxable as a corporation, created
    or organised under the laws of the US or any state
    thereof, or
    a trust or an estate the income of which is subject to US
    federal income tax without regard to its source and that holds
    such shares or ADSs as capital assets.          
    the US Internal Revenue Code of 1986, as amended (the
    Code) and regulations issued thereunder, all of
    which are subject to change, possibly with retroactive effect,
    and in part on
    the representations of The Bank of New York as depositary (the
    Depositary).   9




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##### Table of Contents



Taxation
    of Dividends
      Taxation
    of Capital Gains
      
    a US citizen who is resident or ordinarily resident in the UK
    a US corporation which is resident in the UK by reason of
    its business being managed and controlled in the UK
    a US citizen who is trading or carrying on a profession or
    vocation in the UK and used, held or acquired ADSs or ordinary
    shares for the purpose of such trade, profession or vocation 10




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
    a US corporation which is otherwise carrying on business
    through a permanent establishment in the UK and used, held or
    acquired ADSs or ordinary shares for the purpose of such
    permanent establishment.          UK
    Stamp Duty and Stamp Duty Reserve Tax
    (SDRT)
      US
    Information Reporting and Backup Withholding
   11




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##### Table of Contents



UK
    Inheritance Tax
    Documents
    on display
  1-800-SEC-0330.
  Item 11.
    Quantitative
    and Qualitative Disclosures about Market Risk  Treasury policy Commodity
    contracts Note 32 Supplementary
    information on derivative financial instruments Note 33
    Financial risk Note 34 Commodity
    risk
  Item 12.
    Description
    of Securities Other than Equity Securities   PART II  Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies    Item 14.
    Material
    Modifications to the Rights of Security Holders and Use of
    Proceeds    Item 15.
    Controls
    and Procedures  Disclosure
    controls and procedures
   12




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Managements
    evaluation of the effectiveness of internal control over
    financial reporting
  Rules 13a-15(f) 15d-15(f)
      Form 20-F.
  Change in
    internal control over financial reporting
    Item 16.
    [Reserved]  Item 16A.
    Audit
    Committee Financial Expert    Item 16B.
    Code
    of Ethics   13




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##### Table of Contents



Item 16C.
    Principal
    Accountant Fees and Services    Year Ended

Year EndedMarch 31,

March 31,2008

2007(£m)Audit fees


8.3



6.2Audit related fees


0.4



1.8Tax fees


1.2



1.3All other fees


0.7



1.1Total


£10.6



£10.4         1
    
    The aggregate fees billed by PricewaterhouseCoopers LLP for the
    audit of the Companys financial statements and regulatory
    reporting for the fiscal year ended 31 March 2008 and the
    review of interim financial statements for the six months ended
    30 September 2007 were £8.3 million. Fees billed
    by PricewaterhouseCoopers LLP for the audit of the
    Companys financial statements and regulatory reporting for
    the fiscal year ended 31 March 2007 and the review of
    interim financial statements for the six months ended
    30 September 2006, were £6.2 million.2
    
    The aggregate fees billed by PricewaterhouseCoopers LLP for
    assurance and related services that were reasonably related to
    the performance of the audit or review of the Companys
    financial statements and are not disclosed under Audit
    Fees above were £0.4 million in fiscal 2007/08
    and £1.8 million in fiscal 2006/07. Included within
    the fees in fiscal 2007/08 are services principally related to
    comfort letters and SAS 70 control reports.3
    
    Aggregate fees billed by PricewaterhouseCoopers LLP for tax
    compliance, tax advice and tax planning were
    £1.2 million in fiscal 2007/08 and
    £1.3 million in fiscal 2006/07.4
    
    Aggregate fees billed by PricewaterhouseCoopers LLP for all
    other services in fiscal 2007/08 were £0.7 million.
    The most significant item was providing vendor due diligence
    services related to the proposed sale of National Grids
    property business. Aggregate fees billed by
    PricewaterhouseCoopers LLP for all other services in fiscal
    2006/07 were £1.1 million.  Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees   14




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Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers  
 (c). Total Number ofShares Purchased

(d). Maximum Numberof Shares purchased

of Shares (Rounded)(b). Average

as Part of Publicly

that May Yet Be(a). Total Number of

Price Paid

Announced Plans

Purchased Under thePeriods

Shares Purchased

per Share

or Programs

Plans or Programs1 June to 30 June 2007
    (actual purchases from 18 to 28 June)


14,000,000


£
7.31



65,308,381



207 million1 July to 30 July 2007
    (actual purchases from 2 to 31 July)


32,050,959


£
7.08



97,359,340



175 million1 August to 31 August 2007
    (actual purchases from 1 to 30 August)


19,566,000


£
7.13



116,925,340



155 million1 September to 31 September 2007
    (actual purchases from 3 to 28 September)


16,016,544


£
7.49



132,941,884



139 million1 October to 28 October 2007
    (actual purchases from 1 to 31 October)


19,520,305


£
7.82



152,462,189



120 million1 November to 31 November 2007
    (actual purchases from 1 to 30 November)


19,815,480


£
7.92



172,277,669



100 million1 December to 31 December 2007
    (actual purchases from 3 to 28 December)


10,500,430


£
8.29



182,778,099



89 million1 January to 31 January 2008
    (actual purchases from 2 to 31 January)


16,103,326


£
8.15



198,881,425



73 million1 February to 29 February 2008
    (actual purchases from 1 to 29 February)


10,325,351


£
7.65



209,206,776



63 million1 March to 31 March 2008
    (actual purchases from 3 to 31 March)


13,328,023


£
7.16



222,534,799



50 million1 April to 30 April 2008
    (actual purchases from 1 to 30 April)


10,775,000


£
7.12



233,309,799



39 million1 May to 31 May 2008
    (actual purchases from 1 to 30 May)


7,896,000


£
7.24



241,205,799



31 million1 June to 31 June 2008
    (actual purchases from 2 to 13 June)


4,935,000


£
7.10



246,140,799



26 million    15




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##### Table of Contents



PART III  Item 17.
    Financial
    Statements    Item 18.
    Financial
    Statements  Accounting policies Adoption of new accounting
    standards Consolidated income
    statement Consolidated balance
    sheet Consolidated cash flow
    statement Consolidated statement of
    recognised income and expense Notes to the consolidated
    financial statements-analysis of items in the primary
    statements Notes to the consolidated
    financial statements  supplementary information
    Report of
    Independent Registered Public Accounting Firm
 to the Board of Directors and Shareholders of National Grid
    plc
  Form 20-F.
   16




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##### Table of Contents



Form 20-F,
      Item 19.
    Exhibits  Form 20-F.
  Form 20-F,
 17




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##### Table of Contents



Description1.1

Articles of Association of National Grid plc adopted by Special
    Resolution passed on 25 July 2005. (Exhibit 1.3 to National
    Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated By Reference2(a)

Amended and restated Deposit Agreement dated as of 1 August
    2005 among National Grid, plc and The Bank of New York

Filed herewith2(b).1.1

Prospectus issued by National Grid plc and National Grid
    Electricity Transmission plc on 18 August 2005 relating to
    12,000,000,000 (previously 6,000,000,000) issuable
    under the Euro Medium Term Note Programme. (Exhibit 2 (b).1.1 to
    National Grid PLC Form 20-F dated 20 June 2006 File No.
    1-14958)

Incorporated by reference2(b).1.2

Supplementary Prospectus dated 26 August 2006. (Exhibit 2
    (b).1.2 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).1.3

Supplementary Prospectus dated 17 November 2005. (Exhibit 2
    (b).1.3 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).1.4

Supplementary Prospectus dated 6 March 2006.
    (Exhibit 2 (b).1.4 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).1.5

Supplementary Prospectus dated 12 May 2006. (Exhibit 2
    (b).1.5 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).1.6

Supplementary Prospectus dated 19 May 2006. (Exhibit 2
    (b).1.6 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).2.1

Prospectus issued by National Grid Gas Holdings plc and National
    Grid Gas plc on 24 February 2006 relating to
    10,000,000,000 issuable under the Euro Medium Term Note
    Programme. (Exhibit 2 (b).2.1 to National Grid plc Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).2.2

Supplementary Prospectus dated 6 March 2006.
    (Exhibit 2 (b).2.2 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).2.3

Supplementary Prospectus dated 22 May 2006. (Exhibit 2
    (b).2.3 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference2(b).3.1

Prospectus issued by National Grid plc and National Grid
    Electricity Transmission plc on 11 August 2006 relating to
    12,000,000,000 issuable under the Euro Medium Term Note
    Programme (Exhibit 2 (c).1.1 to National Grid plc Form 20-F
    dated 19 June 2007 File
    No. 1-14958)

Incorporated by reference2(b).3.2

Supplementary Prospectus issued by National Grid plc and
    National Grid Electricity Transmission plc on 1 December
    2006 relating to 12,000,000,000 issuable under the Euro
    Medium Term Note Programme(Exhibit 2 (c).1.2 to
    National Grid plc
    Form 20-F
    dated 19 June 2007 File No. 1-14958)

Incorporated by reference2(b).4.1

Prospectus issued by National Grid Gas Holdings plc and National
    Grid Gas plc and National Grid Gas Finance (No 1) plc on
    23 February 2007 relating to 10,000,000,000 issuable
    under the Euro Medium Term Note Programme
    (Exhibit 2 (d).1.1 to National Grid plc
    Form 20-F
    dated 19 June 2007 File No. 1-14958)

Incorporated by reference2(b).4.2

Supplementary Prospectus issued by National Grid Gas Holdings
    plc and National Grid Gas plc and National Grid Gas Finance (No
    1) plc on 4 February 2008 relating to 10,000,000,000
    issuable under the Euro Medium Term Note Programme

Filed herewith2(b).5.1

Prospectus issued by National Grid plc and National Grid
    Electricity Transmission plc on 2 August 2007 relating to
    15,000,000,000 issuable under the Euro Medium Term Note
    Programme

Filed herewith 18




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##### Table of Contents



Description2(b).5.2

Supplementary Prospectus issued by National Grid plc and
    National Grid Electricity Transmission plc on 4 February
    2008 relating to 15,000,000,000 issuable under the Euro
    Medium Term Note Programme

Filed herewith2(b).6.1

Prospectus issued by National Grid USA on 3 December 2007
    relating to 4,000,000,000 issuable under the Euro Medium
    Term Note Programme

Filed herewith2(b).6.2

Supplementary Prospectus issued by National Grid USA on
    4 February 2008 relating to 4,000,000,000 issuable
    under the Euro Medium Term Note Programme

Filed herewith2(b).7.1

Prospectus issued by National Grid Gas plc and National Grid Gas
    Finance (No 1) plc on 26 February 2008 relating to
    10,000,000,000 issuable under the Euro Medium Term Note
    Programme

Filed herewith4(c).1

Service Agreement among The National Grid Group plc, National
    Grid Company plc and Edward Astle dated 27 July 2001
    (Exhibit 4.3 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).2

Service Agreement among National Grid plc and Mark Fairbairn 23
    January 2007 (Exhibit 4 (c).2 to National Grid Transco
    Form 20-F
    dated 19 June 2007 File No. 1-14958)

Incorporated by reference4(c).3

Service Agreement among The National Grid plc and Steven
    Holliday dated 1 April 2006. (Exhibit 4.(c).3 to
    National Grid Transco Form 20-F dated 19 June 2007 File
    No. 1-14958)

Incorporated by reference4(c).4

Service Agreement among National Grid Transco plc, National Grid
    USA and Michael E. Jesanis dated 8 July 2004
    (Exhibit 4.5 to National Grid Transco
    Form 20-F
    dated 15 June 2005 File No. 1-14958)

Incorporated by reference4(c).5

Service Agreement among National Grid Group plc, National Grid
    Company plc and Steve Lucas dated 13 June 2002
    (Exhibit 4.5 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).6

Service Agreement among The National Grid Group plc, National
    Grid Company plc and Roger J. Urwin dated as of 17 November
    1995 (Exhibit 4.7 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).7

Service Agreement among National Grid Transco plc, National Grid
    Company plc and Nicholas Winser dated 28 April 2003
    (Exhibit 4.8 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).8

Fixed Term Employment Agreement among National Grid plc,
    National Grid USA and Robert B. Catell dated 26 October 2007

Filed herewith4(c).9

Employment Agreement among National Grid plc, National Grid USA
    and Thomas King  dated 11 July 2007

Filed herewith4(c).10

Letter of Appointment  Linda Adamany
    (Exhibit 4 (c).9 to National Grid plc
    Form 20-F
    dated 19 June 2007 File No. 1-14958)

Incorporated by reference4(c).11

Letter of Appointment  Philip Aiken

Filed herewith4(c).12.1

Letter of Appointment  John Allan (Exhibit 4.10
    to National Grid Transco
    Form 20-F
    dated 15 June 2005 File No. 1-14958)

Incorporated by reference4(c).12.2

Letter dated 7 March 2006 to John Allan relating to
    appointment as chairman of Remuneration Committee.
    (Exhibit 4 (c).8.2 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference 19




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##### Table of Contents



Description4(c).13.1

Letter of Appointment  John Grant (Exhibit 4.9
    to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).13.2

Letter dated 7 March 2006 to John Grant relating to
    retirement as chairman of Remuneration Committee.
    (Exhibit 4 (c).9.2 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference4(c).14

Letter of Appointment  Ken Harvey (Exhibit 4.10
    to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).15

Letter of Appointment  Paul Joskow (Exhibit 4.11
    to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).16

Letter of Appointment  Sir John Parker
    (Exhibit 4.12 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).17

Letter of Appointment  Stephen Pettit
    (Exhibit 4.13 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).18

Letter of Appointment  Maria Richter
    (Exhibit 4.14 to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).19

Letter of Appointment  George Rose (Exhibit 4.15
    to National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).20

National Grid plc Deferred Share Plan.
    (Exhibit 4 (c).16 to National Grid plc
    Form 20-F
    dated 20 June 2006 File No. 1-14958)

Incorporated by reference4(c).21

National Grid Executive Share Option Plan 2002
    (Exhibit 4 (c) to National Grid Group
    Form 20-F
    dated 21 June 2002 File No. 1-14958)

Incorporated by reference4(c).22

National Grid Group Share Matching Plan 2002
    (Exhibit 4 (c) to National Grid Group
    Form 20-F
    dated 21 June 2002 File No. 1-14958)

Incorporated by reference4(c).23

National Grid Transco Performance Share Plan 2002 (as approved
    23 July 2002 by a resolution of the shareholders of National
    Grid Group plc, adopted 17 October 2002 by a resolution of
    the Board of National Grid Group plc, amended 26 June 2003
    by the Share Schemes
    Sub-Committee
    of National Grid Transco plc, and amended 5 May 2004 by the
    Share Schemes
    Sub-Committee
    of National Grid Transco plc) (Exhibit 4.19 to National
    Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference4(c).24

National Grid Executive Share Option Scheme (Exhibit 4D to
    National Grid Group S-8 dated 26 July 2001 File
    No. 333-65968)

Incorporated by reference4(c).25

Lattice Group Short Term Incentive Scheme (approved by a
    resolution of the shareholders of BG Group plc effective
    23 October 2000; approved by a resolution of the Board of
    National Grid Transco plc on 30 April 2004; amended by
    resolutions of the Board of Lattice Group plc effective on
    21 October 2002 and 13 May 2004) (Exhibit 4.23 to
    National Grid Transco
    Form 20-F
    dated 16 June 2004 File No. 1-14958)

Incorporated by reference8

List of subsidiaries

Filed herewith12.1

Certification of Steve Holliday

Filed herewith12.2

Certification of Steve Lucas

Filed herewith13

Certifications of Steve Holiday and Steve Lucas furnished
    pursuant to 18 U.S.C. Section 1350

Filed herewith15.1

National Grid plc Annual Report and Accounts 2007/08, in
    extracted form

Filed herewith15.2

Consent of PricewaterhouseCoopers LLP, independent registered
    public accounting firm to National Grid plc

Filed herewith  20




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##### Table of Contents



SIGNATURE  Form 20-F
     By:
    /s/  Steve
    Lucas  
    21