Form F-6




As filed with the Securities and Exchange Commission on November 18, 2011

Registration No. 333-

_____________________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For American Depositary Shares

of


NATIONAL GRID plc

(Exact name of issuer of deposited securities as specified in its charter)

N/A

(Translation of issuer's name into English)


ENGLAND AND WALES

(Jurisdiction of incorporation or organization of issuer)


THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

One Wall Street, New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________

The Bank of New York Mellon

ADR Division

One Wall Street, 29th Floor

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)


Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

It is proposed that this filing become effective under Rule 466

[X] immediately upon filing

[ ] on (Date) at (Time).

If a separate registration statement has been filed to register the deposited shares, check the following box.  [ ]

CALCULATION OF REGISTRATION FEE

Title of each class
of Securities to be registered

Amount to be registered

Proposed
maximum aggregate price per unit (1)

Proposed
maximum  aggregate offering price (1)

Amount of registration fee

American Depositary Shares, each American Depositary Share representing Ordinary Shares, of National Grid plc.

125,000,000 American Depositary Shares

$5.00

$6,250,000

$716.25

1

For the purpose of this table only the term "unit" is defined as 100 American Depositary Shares.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine.









The prospectus consists of the proposed Form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit 1 to this Registration Statement which is incorporated herein by reference.









PART I


INFORMATION REQUIRED IN PROSPECTUS


Item - 1.

Description of Securities to be Registered


Cross Reference Sheet


Location in Form of Receipt

Item Number and Caption

Filed Herewith as Prospectus



1.

Name and address of depositary

Introductory Article


2.

Title of American Depositary Receipts and

Face of Receipt, top center

identity of deposited securities

Terms of Deposit:


(i)

The amount of deposited securities represented

Face of Receipt, upper right corner

by one unit of American Depositary Receipts


(ii)

The procedure for voting, if any,

Articles number 15, 16 and 18

the deposited securities


(iii)

The collection and distribution of

Articles number 4, 12, 13,

dividends

15 and 18


(iv)

The transmission of notices, reports

Articles number 11, 15, 16

and proxy soliciting material

and 18


(v)

The sale or exercise of rights

Articles number 13, 14, 15

and 18


(vi)

The deposit or sale of securities

Articles number 12, 13, 15,

resulting from dividends, splits

17 and 18

or plans of reorganization


(vii)

Amendment, extension or termination

Articles number 20 and 21

of the deposit agreement


(viii)

Rights of holders of Receipts to inspect

Article number 11

the transfer books of the depositary and

the list of holders of Receipts


(ix)

Restrictions upon the right to deposit

Articles number 2, 3, 4, 5, 6,

or withdraw the underlying securities

8 and 22


(x)

Limitation upon the liability

Articles number 14, 18, 19 and 21

of the depositary



3.

Fees and Charges

Articles number 7 and 8


Item - 2.

Available Information


Public reports furnished by issuer

Article number 11









PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item - 3.

Exhibits

a.

Form of Amended and Restated Deposit Agreement dated as of August 1, 2005, among National Grid plc, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder. - Filed herewith as Exhibit 1.

b.

Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.  

c.

Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. - See (a) above.

d.

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed herewith as Exhibit 4.  

e.

Certification under Rule 466. - Filed herewith as Exhibit 5.  

f.

Powers of Attorney. – Filed herewith as Exhibit 7.


Item - 4.

Undertakings

(a)

The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)

If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty days before any change in the fee schedule.









SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on November 18, 2011.


Legal entity created by the agreement for the issuance of American Depositary Shares for Ordinary Shares, of National Grid plc

By:

The Bank of New York Mellon,

  As Depositary



By:  /s/ Joanne Di Giovanni Hawke

Name:  Joanne Di Giovanni Hawke

Title:    Managing Director









Pursuant to the requirements of the Securities Act of 1933, NATIONAL GRID plc has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in the City of London, United Kingdom on 15 November, 2011.

NATIONAL GRID plc


By:  /s/ Steve Holliday

Name: Steve Holliday

Title:   Chief Executive



Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on 15 November, 2011.


/s/ Steve Holliday

/s/ Andrew Bonfield

Steve Holliday

Andrew Bonfield

Chief Executive (principal executive officer)

Finance Director (principal financial and accounting officer)

  
  
 ______________________________ ______________________________

Thomas B. King [*]

Nicholas Winser [*]

Executive Director

Executive Director

  
  
 ____________________________________________________________ 

Sir John Parker [*]

Sir Peter Gershon

Chairman

Deputy Chairman

  
  
 ______________________________ ______________________________

Kenneth Harvey CBE [*]

Ruth Kelly [*]

Non-executive Director and Senior Independent Director

Non-executive Director

  
  
 ______________________________ ______________________________

Linda L. Adamany [*]

Philip Aiken [*]

Non-executive Director

Non-executive Director

  
  
 ______________________________ ______________________________

Stephen Pettit [*]

Maria Richter [*]

Non-executive Director

Non-executive Director

  
  
______________________________ 

/s/ Colin Owyang

George Rose [*]

Colin Owyang

Non-executive Director

Authorized U.S. Representative

  
  

*By: /s/ Helen Mahy________________

Helen Mahy

Attorney-in-fact

 









INDEX TO EXHIBITS

Exhibit

Number

Exhibit


1

Form of Amended and Restated Deposit Agreement dated as of August 1, 2005, among National Grid plc, The Bank of New York as Depositary, and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued thereunder.




4

Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered.




5

Certification under Rule 466.




7

Powers of Attorney.