National Grid Group PLC – ‘U-1/A’ on 7/12/99 – EX-99.2

On:  Monday, 7/12/99   ·   Accession #:  898080-99-207   ·   File #:  70-09473

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Pre-Effective Amendment to Application or Declaration   —   Form U-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: U-1/A       Pre-Effective Amendment to Application or             63    169K 
                          Declaration                                            
 2: EX-99.1     Exhibit D-1.2                                         11±    38K 
 3: EX-99.2     Exhibit D-3.2                                          3     11K 
 4: EX-99.3     Exhibit D-6.2                                         14     32K 
 5: EX-99.4     Exhibit D-7.2                                          6     20K 
 6: EX-99.5     Exhibit J-1                                            5     21K 

EX-99.2   —   Exhibit D-3.2

EX-99.2
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Exhibit D-3.2                                                                   

[SEAL]                                                                          
 COMMONWEALTH OF MASSACHUSETTS
OFFICE OF CONSUMER AFFAIRS AND BUSINESS REGULATION
 DEPARTMENT OF
 TELECOMMUNICATIONS & ENERGY
100 CAMBRIDGE STREET, 12TH FLOOR
BOSTON, MA 02202

A. PAUL CELLUCCI                                               JANET GAIL BESSER
GOVERNOR                                                                   CHAIR
JANE SWIFT                                                        JAMES CONNELLY
LIEUTENANT GOVERNOR                                                 COMMISSIONER
                                                               W. ROBERT KEATING
                                                                    COMMISSIONER
DANIEL A.  GRABAUSKAS                                    EUGENE J. SULLIVAN, JR.
DIRECTOR OF CONSUMER AFFAIRS                                        COMMISSIONER
AND BUSINESS REGULATION                                        PAUL B. VASINGTON
                                                                    COMMISSIONER

 June 24, 1999

Ms.  Catherine A.  Fisher                                                       
Assistant Director                                                              
Securities and Exchange Commission                                              
455 Fifth Street                                                                
Washington, D.C.  20549                                                         

     Re:  SEC File No. 70-9473,  State Commission  Certification Relating to the
          Proposed Merger of National Grid Group,  plc and New England  Electric
System                                                      

Dear Ms. Fisher:                                                                

     On March 26, 1999, the National Grid Group,  plc ("National  Grid") and New
England  Electric  System  ("NEES") filed an  application-Declaration  under the
Public  Utility  Holding  Company Act of 1935 ("1935  Act"),  seeking  approvals
relating  to the  proposed  acquisition  of NEES by National  Grid.  NEES is the
parent  holding  company of, among other  subsidiaries,  Massachusetts  Electric
Company and  Nantucket  Electric  Company  (together  "MECo").  MECo is a retail
electric  distribution  company and public utility  subject to the Department of
Telecommunications   and  Energy's   ("Department")   regulatory  authority  for
ratemaking purposes pursuant to M.G.L. c. 164. The Department  understands that,
as a result of the acquisition of NEES by National Grid, the NEES  subsidiaries,
including MECo, will become indirect wholly-owned subsidiaries of National Grid.

     Representatives  of NEES and MECo have  informed  the  Department  that the
Securities and Exchange Commission  ("Commission") has requested a certification
from regulatory agencies having regulatory jurisdiction over the                

EX-99.2
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SEC File No.  79-9473                                                           
June 24, 1999                                                                   

retail distribution  operating companies of NEES.1 Specifically,  the Commission
seeks a certification that if the merger of National Grid and NEES goes forward,
the state  agencies will  continue to have  adequate  authority and resources to
protect the ratepayers subject to their jurisdiction and that the state agencies
intend to exercise that authority.                                              

     As noted above, MECo is a retail electric  distribution  company and public
utility subject to the Department's  regulatory  authority.  By this letter, the
Department  certifies that, pursuant to M.G.L. c. 164, it has adequate authority
and resources to protect  ratepayers  served by MECo,  including in  particular,
matters  such  as  rates,  financings,  affiliate  transactions,  and  financial
integrity.2 The Department  intends to continue to exercise that authority after
the merger of National Grid and NEES.                                           

     Please do not  hesitate to contact  the  Department  should the  Commission
require any further information regarding this matter.                          

                      Sincerely,

                                       Massachusetts Department of
                                         Telecommunications and Energy

               /s/
                                    Janet Gail Besser, Chair

               /s/
                                        James Connelly, Commissioner

               /s/
                                           W. Robert Keating, Commissioner

               /s/
                                           Paul B. Vasington, Commissioner

--------                                                                        

1 See, Section 33(a)(2) of the 1935 Act.                              

     2 In making this certification, the Department neither prejudges, nor takes
any  position on issues  regarding  foreign  ownership  of an  electric  company
subject to the Department's jurisdiction,  where such issues may be presented in
any pending or future proceeding under M.G.L. c. 164, ss. 96.                   

EX-99.2
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SEC File No.  79-9473                                                           
June 24, 1999                                                                   

               /s/
                                    Eugene J.  Sullivan, Jr.
                        Commissioner

cc:      Thomas G. Robinson, Esq., Massachusetts Electric Company               
George B. Dean, Assistant Attorney General; Commonwealth of   
Massachusetts                                                 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘U-1/A’ Filing		Date		First		Last			Other Filings
Filed on:		7/12/99
		6/24/99		1		3
		3/26/99		1					U-1
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