##### 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 2009ORo

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

The New York Stock ExchangeOrdinary Shares of
    1117/43
    pence each6.625% 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

2,581,974,851   þ o
  o þ
    þ o
  o o
    Large accelerated filer þ

Accelerated filer o

Non-accelerated filero     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

3Item 4A.

Unresolved Staff Comments

4Item 5.

Operating and Financial Review and Prospects

5Item 6.

Directors, Senior Management and Employees

5Item 7.

Major Shareholders and Related Party
    Transactions

5Item 8.

Financial Information

5Item 9.

The Offer and Listing

6Item 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

13Item 16D.

Exemptions from the Listing Standards for Audit
    Committees

14Item 16E.

Purchases of Equity Securities by the Issuer and
    Affiliated Purchasers

14Item 16F.

Change in Registrants Certifying
    Accountant

15Item 16G.

Corporate Governance

15PART IIIItem 17.

Financial Statements

15Item 18.

Financial Statements

15Item 19.

Exhibits

16SIGNATURE

21EX-1.1EX-2.B.7.2EX-2.B.8.1EX-2.B.8.2EX-2.B.9.1EX-2.B.10.1EX-4.C.8.2EX-8EX-12.1EX-12.2EX-13EX-15.1EX-15.2   ii




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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:
  2009


2008


2007


2006


2005Revenue


£m



15,624



11,423



8,695



8,868



7,174Total operating profit


£m



2,623



2,964



2,513



2,374



2,113Profit for the year from continuing operations


£m



922



1,575



1,310



1,183



1,106Profit for the year


£m



947



3,193



1,396



3,850



1,424Basic earnings per share from continuing operations


Pence



37.4



60.3



48.1



41.6



35.9Diluted earnings per share from continuing operations


Pence



37.1



59.9



47.8



41.4



35.7Basic earnings per share


Pence



38.5



122.3



51.3



135.6



46.2Diluted earnings per share


Pence



38.2



121.6



50.9



135.0



46.0Number of shares  basic


Millions



2,455



2,609



2,719



2,837



3,082Number of shares  diluted


Millions



2,472



2,624



2,737



2,851



3,096Total assets


£m



44,467



37,771



28,389



25,924



27,560Net assets


£m



3,984



5,374



4,136



3,493



2,121Total parent company shareholders equity


£m



3,970



5,356



4,125



3,482



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


Pence



33.94



29.5



26.8



25.4



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


Pence



35.64



33.0



28.7



26.1



23.7Dividends per ordinary share: paid during the year


US$



0.523



0.593



0.513



0.455



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


US$



0.549



0.663



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 than the adoption of accounting
    standards IAS 32 and IAS 39 on 1 April 2005, subsequent to
    which derivative 1




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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. Comparatives for
    2008 have been restated for the finalization of the fair value
    exercise on the acquisition of KeySpan Corporation. See
    Note 28 Acquisitions on pages 158 and 159 of
    the Companys Annual Report and Accounts 2008/09 contained
    in Exhibit 15.1.The selected financial data for continuing operations excludes
    businesses discontinued during the periods presented,
    principally our Ravenswood generation station, disposed of in
    August 2008, 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.  Dividends
  Financial Calendar and
    Dividends
  Exchange
    Rates
    High


LowJune 2009*


1.6515
*


1.5947
*May 2009


1.6160



1.4881April 2009


1.4990



1.4402March 2009


1.4730



1.3757February 2009


1.4936



1.3989January 2009


1.5254



1.3658December 2008


1.5457



1.4395   Average**2008/09


1.542007/08


2.012006/07


1.912005/06


1.782004/05


1.85     *
    
    For the period to 12 June 2009.  **
    
    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
 2




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Item 4.
    Information
    on the Company    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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United
    States
      US electricity transmission.
  US electricity and gas distribution.
  Item 4A.
    Unresolved
    Staff Comments   4




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Item 5.
    Operating
    and Financial Review and Prospects  Operating and Financial
    Review Research and development Adoption of new accounting
    standards
  Item 6.
    Directors,
    Senior Management and Employees  Board of Directors Directors Remuneration
    Report Note 5 Pensions and other
    post-retirement benefits 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
    Item 7.
    Major
    Shareholders and Related Party Transactions  Major
    shareholders
    Number of


% of OutstandingOrdinary Shares


Share Capital*Legal and General Investment Management Ltd.


132,568,916



5.46Crescent Holding GmbH**


106,724,490



4.39Fidelity 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.**
    
    On 3 June the Company received a notification advising of this
    holding as a result of changes to UK law with effect from
    1 June 2009 (in respect of an acquisition of instruments
    with similar economic effect to qualifying financial
    instruments). This notification stated the initial disclosure
    threshold as having been passed on 1 June 2009, in respect
    of total return equity swaps (expiration date 20 July 2009)
    over voting ordinary shares.        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
 5




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Item 9.
    The
    Offer and Listing  Price
    history
    Ordinary Share(Pence)


ADS ($)High


Low


High


Low2008/09


754.00



515.00



74.89



36.642007/08


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



37.592008/09 Q4


717.00



515.00



53.57



36.64Q3


748.50



531.50



65.42



43.40Q2


737.00



639.60



69.74



60.58Q1


754.00



638.50



74.89



63.742007/08 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



71.46June 2009*


610.00



533.50



50.25



43.92May 2009


617.00



548.00



49.52



41.58April 2009


568.00



511.00



42.16



38.25March 2009


622.00



515.00



42.91



36.64February 2009


668.00



609.50



49.87



43.37January 2009


717.00



615.00



53.57



43.00December 2008


695.00



590.00



51.96



43.40     *
    
    For the period to 12 June 2009.  Markets
    Item 10.
    Additional
    Information  Memorandum
    and Articles of Association
     6




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General
    
    carrying on the business of a holding company;
    employing the funds of the Company to develop and expand its
    business; and
    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
       7




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winding-up,
  Variation
    of Rights
    General
    Meetings
    Rights
    of Non-Residents
    Disclosure
    of Interests
       8




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Material
    contracts
      Exchange
    controls
  and/or
  Taxation
      
    the beneficial owner of the ADSs or ordinary shares, as
    applicable, and of any dividends that you receive;
    an individual resident or citizen of the US, a
    US corporation, or a US partnership, estate, or trust (but
    only to the extent the income of the partnership, estate, or
    trust is subject to US taxation in the hands of a US resident
    person); and
    not also a resident of the UK for UK tax purposes.     9




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A US Holder should consult its own adviser as to the tax
    consequences of the purchase, ownership and disposition of ADSs
    or ordinary shares in light of its particular circumstances,
    including the effect of any state, local or other national
    laws.
  Taxation
    of Dividends
      Taxation
    of Capital Gains
   10




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UK
    Stamp Duty and Stamp Duty Reserve Tax
    (SDRT)
      US
    Information Reporting and Backup Withholding
  Form W-9
    UK
    Inheritance Tax
   11




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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)
  Internal
    Control-Integrated Framework
  Form 20-F.
  Change in
    internal control over financial reporting
    Item 16.
    [Reserved]  Item 16A.
    Audit
    Committee Financial Expert    Item 16B.
    Code
    of Ethics    Item 16C.
    Principal
    Accountant Fees and Services    Year Ended


Year EndedMarch 31,


March 31,2009


2008*(£m)Audit fees


9.7



8.9Audit related fees


0.3



0.4Tax fees


0.9



1.2All other fees


0.6



0.7Total


£11.5



£11.2    13




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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 2009 and the
    review of interim financial statements for the six months ended
    30 September 2008 were £9.7 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 2008 and the review of
    interim financial statements for the six months ended
    30 September 2007, were £8.9 million.
    Comparatives for 2008 have been restated to present items on a
    basis consistent with the current year classification.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 £0.3 million in fiscal 2008/09
    and £0.4 million in fiscal 2007/08. Included within
    the fees in fiscal 2008/09 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
    £0.9 million in fiscal 2008/09 and
    £1.2 million in fiscal 2007/08.4

    
    Aggregate fees billed by PricewaterhouseCoopers LLP for all
    other services in fiscal 2008/09 were £0.6 million.
    Other services include fees relating to corporate responsibility
    reporting, treasury related projects and sundry services, all of
    which have been subject to Audit Committee approval. Aggregate
    fees billed by PricewaterhouseCoopers LLP for all other services
    in fiscal 2007/08 were £0.7 million.  Item 16D.
    Exemptions
    from the Listing Standards for Audit Committees    Item 16E.
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers    (c). Total Number of


(d). Maximum NumberShares 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 2008
    (actual purchases from 2 to 30 June)


13,590,000


£
6.86



254,795,799



113 million1 July to 31 July 2008
    (actual purchases from 1 to 31 July)


19,872,000


£
6.64



274,667,799



93 million1 August to 31 August 2008
    (actual purchases from 1 to 29 August)


15,634,878


£
6.95



290,302,677



234 million1 September to 31 September 2008
    (actual purchases from 1 to 24 September)


17,689,619


£
7.12



307,992,296



216 million   Note
 14




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Item 16F.
    Change
    in Registrants Certifying Accountant    Item 16G.
    Corporate
    Governance  Corporate governance
    practices: difference from New York Stock Exchange (NYSE)
    listing standards
 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
    Form 20-F.
 15




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Item 19.
    Exhibits  Form 20-F.
  Form 20-F,
 16




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Description1.1

Articles of Association of National Grid plc adopted by Special
    Resolution passed on 28 July 2008.

Filed herewith2(a)

Amended and restated Deposit Agreement dated as of 1 August
    2005 among National Grid, plc and The Bank of New York.
    (Exhibit 2 (a) to National Grid plc Form 20-F dated 17 June
    2008 File No. 1-14958)

Incorporated By Reference2(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. (Exhibit 2
    (b).4.2 to National Grid plc Form 20-F dated 17 June 2008
    File No. 1-14958)

Incorporated by reference2(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.  (Exhibit 2 (b).5.1 to National Grid plc Form 20-F
    dated 17 June 2008 File No. 1-14958)

Incorporated by reference 17




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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. (Exhibit 2 (b).5.2 to National Grid
    plc Form 20-F dated 17 June 2008 File No. 1-14958)

Incorporated by reference2(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. (Exhibit 2 (b).6.1 to National Grid plc
    Form 20-F dated 17 June 2008 File No. 1-14958)

Incorporated by reference2(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.  (Exhibit 2 (b).6.2
    to National Grid plc Form 20-F dated 17 June 2008 File No.
    1-14958)

Incorporated by reference2(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.  (Exhibit 2 (b).7.1 to National Grid plc Form 20-F
    dated 17 June 2008 File No. 1-14958)

Incorporated by reference2(b).7.2

Supplementary Prospectus issued by National Grid Gas plc and
    National Grid Gas Finance (No 1) plc on 20 October 2008
    relating to 10,000,000,000 issuable under the Euro Medium
    Term Note Programme.

Filed herewith2(b).8.1

Prospectus issued by National Grid plc and National Grid
    Electricity Transmission plc on 30 July 2008 relating to
    15,000,000,000 issuable under the Euro Medium Term Note
    Programme.

Filed herewith2(b).8.2

Supplementary Prospectus issued by National Grid plc and
    National Grid Electricity Transmission plc on 28 November
    2008 relating to 15,000,000,000 issuable under the Euro
    Medium Term Note Programme.

Filed herewith2(b).9.1

Prospectus issued by National Grid USA on 1 December 2008
    relating to 4,000,000,000 issuable under the Euro Medium
    Term Note Programme.

Filed herewith2(b).10.1

Prospectus issued by National Grid Gas plc on 24 February
    2009 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 reference 18




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Description4(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).8.1

Fixed Term Employment Agreement among National Grid plc,
    National Grid USA and Robert B. Catell dated 26 October
    2007.  (Exhibit 4 (b).8 to National Grid plc Form 20-F dated
    17 June 2008 File No. 1-14958)

Incorporated by reference4(c).8.2

Letter of Appointment  Robert B. Catell.

Filed herewith4(c).9

Employment Agreement among National Grid plc, National Grid USA
    and Thomas King dated 11 July 2007.  (Exhibit 4 (c).9 to
    National Grid plc Form 20-F dated 17 June 2008 File No.
    1-14958)

Incorporated by reference4(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  (Exhibit 4
    (c).11 to National Grid plc Form 20-F dated 17 June 2008
    File No. 1-14958)

Incorporated by reference4(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 reference4(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 reference 19




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Description4(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 2008/09, 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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SIGNATURE  Form 20-F
     By:
    /s/  Steve
    Lucas       21