Director Shareholding

National Grid Transco PLC
28 May 2004

28 May 2004

National Grid Transco plc (NGT)

Notification of Changes in Directors' Interests

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NGT notifies the following changes to Directors' beneficial
interests in NGT Ordinary Shares, following operation of the Share Matching
Plan, on Thursday 27 May 2004.

Share Matching Plan

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The following directors have acquired additional Ordinary shares, which were
purchased on their behalf, by Towers Perrin Share Plan Services (Guernsey)
Limited as Trustee of the National Grid Transco Group Employee Share Trust, at a
price of 431.25p per share.




        Shares Purchased:



1.      Mr E M Astle

9,145

2.     Mr S J Holliday

10,890

3.      Mr S Lucas

9,839

4.     Dr R J Urwin

17,901

5.     Mr N P Winser

8,181

Following these purchases, each director has been granted a matching award under
the Share Matching Plan, calculated under the Rules of the Scheme at a price of
428.33p. The award is exercisable at a total exercise price of £1, from 27 May
2007 to 27 May 2014 subject to the retention of the original shares until the
date of exercise.

Matching Awards:


1.      Mr E M Astle                15,716

2.     Mr S J Holliday              18,713

3.      Mr S Lucas                  16,909

4.     Dr R J Urwin                 30,762

5.     Mr N P Winser                14,059



The total share interests of the above directors, following these changes, are:


1.      Mr E M Astle                 706,095

2.     Mr S J Holliday               512,267

3.      Mr S Lucas                   420,563

4.     Dr R J Urwin                1,176,949

5.     Mr N P Winser                 288,718


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