File No. 70-10025 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 PRE-EFFECTIVE AMENDMENT NO. 2 TO FORM U-1 APPLICATION/DECLARATION UNDER THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 National Grid Group plc 15 Marylebone Road London NW1 5JD United Kingdom National Grid USA 25 Research Drive Westborough, MA 01582 New England Power Company 25 Research Drive Westborough, MA 01582 Vermont Yankee Nuclear Power Corporation 185 Old Ferry Road Brattleboro, VT 05703 (Names and principal executive offices of companies filing this statement) NATIONAL GRID GROUP plc (Names of top registered holding company) Richard P. Sergel Group Director - North America National Grid Group plc c/o National Grid USA 25 Research Drive Westborough, MA 01582 (Name and address of agent for service) The Commission is requested to send copies of all notices, orders and communications in connection with this Application/Declaration to: Hemmie Chang, Esq. Kirk L. Ramsauer, Esq. Ropes & Gray National Grid USA One International Place 25 Research Drive Boston, MA 02110 Westborough, MA 01582 Denise Redmann, Esq. Nancy S. Malmquist, Esq. Entergy Corporation Downs, Rachlin & Martin 639 Loyola Avenue P.O. Box 99 New Orleans, LA 70113 90 Prospect Street St. Johnsbury, VT 05819-0099 -2- The Application/Declaration in File No. 70-10025 hereby is amended by deleting Exhibit D-3 and replacing it with Exhibit D-3 attached hereto, and is further amended by adding Exhibit F-1 attached hereto, Opinions of counsel as to matters required by Instructions F-(1) as to Exhibits to form U-1. -3- Pursuant to the requirements of the Public Utility Holding Company Act of 1935, as amended, the applicants named herein have duly caused this statement to be signed on their behalf by the undersigned thereunto duly authorized. NATIONAL GRID USA By /s/ Kirk L. Ramsauer ----------------------------------------------- Name: Kirk L. Ramsauer Title: Deputy General Counsel NATIONAL GRID GROUP PLC By /s/ Kirk L. Ramsauer ----------------------------------------------- Name: Kirk L. Ramsauer Title: Deputy General Counsel VERMONT YANKEE NUCLEAR POWER CORPORATION By /s/ Bruce W. Wiggett ----------------------------------------------- Name: Bruce W. Wiggett Title: Sr. Vice President of Finance & Admin. Date: July 19, 2002 -4-