SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 11-K
X
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31,
2004
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OR
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TRANSITION REPORT PURSUANT TO 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For the transition period from __________ to
__________
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Commission File Number
1-14958
National Grid USA Companies'
Incentive Thrift Plan
II
National Grid
USA
25 Research
Drive
Westborough, MA
01582
National Grid Transco
plc
1-3
Strand
London WC2N
5EH
England
REQUIRED
INFORMATION
The financial statements required by Form 11-K are
filed as exhibits and incorporated herein by
reference.
EXHIBITS
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99.1
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Financial statements of National Grid USA
Companies' Incentive Thrift Plan II, filed under cover of Form
SE
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99.2
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Consent of PricewaterhouseCoopers LLP, independent
registered public accounting firm
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SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the National Grid USA Service Company, Inc. Benefits
Committee (the Plan Administrator for the National Grid USA Companies'
Incentive Thrift Plan II) has duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
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NATIONAL GRID USA COMPANIES' INCENTIVE THRIFT PLAN
II
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Date: June 29, 2005
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By
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/s/ John G.
Cochrane
John
G.
Cochrane
Chairman
National
Grid USA Service Company, Inc. Benefits Committee
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Exhibit 99.2
CONSENT OF INDEPENDENT REGISTERED
PUBLC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in
the Registration Statement on Form S-8 (File No. 333-33094) of National Grid
Group plc of our report dated June 10, 2005 relating to the financial statements
of the National Grid USA Companies' Incentive Thrift Plan II, which
appears in this Form 11-K.
/s/
PricewaterhouseCoopers
LLP
Boston,
Massachusetts
June 29,
2005