ESOP Operation

National Grid Transco PLC
28 October 2002

National Grid Transco plc (NGT)

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National Grid 1996 EMPLOYEE BENEFIT TRUST (ESOP)

(Notification Of Directors' Interests, Pursuant to Section 324(2) of the
Companies Act 1985)

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NGT today received a further notification from the ESOP Trustee; that certain
Executive Directors of NGT (E M Astle, S J Holliday, R P Sergel and R J Urwin)
ceased to be technically interested in 8,031 NGT Ordinary shares on 25 October
2002, by virtue of the Trustee having transferred the shares to participants.

 (Note: For Companies Act purposes, these Executive Directors of NGT are deemed
to have a technical interest in all the shares held by the ESOP, together with
all participating employees. The interest ceases when shares are transferred to
participants by the exercise of executive share options or under another
employees' share scheme.)



Contact: D C Forward, Assistant Secretary (020 7312 5860)










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