File No. 030-00354

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.




AMENDMENT NO. 1 TO

FORM U5S

ANNUAL REPORT

FOR THE FISCAL YEAR ENDED MARCH 31, 2005


Filed pursuant to the
Public Utility Holding Company Act of 1935 by

Explanatory Note

National Grid plc (formerly National Grid Transco plc) is filing this amendment to its Annual Report on Form U5S for the fiscal year ended March 31, 2005 in order to provide the final versions of the financial statements in Supplements A-1 and A-2, as draft versions were inadvertently filed. These final versions differ from the earlier drafts in that they identify the currency as being US dollars rather than UK pounds sterling. They also differ in three other respects: (i) they are labeled as being UK GAAP; (ii) certain reclassifications have been made between line items; and (iii) there are notes to explain consolidation adjustments. These changes do not affect the financial statements of National Grid USA and its subsidiaries, and the financial statements of those companies have not been revised. Except as described above, no changes have been made to the Annual Report.

Each undersigned system company has duly caused this amendment to annual report to be signed on its behalf by the undersigned thereunto duly authorized pursuant to the requirements of the Public Utility Holding Company Act of 1935. The signature of each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.