UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Application/Declaration CERTIFICATE PURSUANT TO RULE
of National Grid Group plc 24 UNDER THE PUBLIC UTILITY
and National Grid USA HOLDING COMPANY ACT OF 1935
on Form U-1 File No. 70-10025
Pursuant to the requirements of Rule 24 under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), National Grid Group plc
("NGG") and National Grid USA ("NGU") certify that, as described in the
Application/Declaration on Form U-1 in File No. 70-10025 (the "Application"),
which was allowed to become effective by order of the Commission in Pubic
Utility Holding Company Act Release No. 35-27554 (July 30, 2002) (the "Order"),
on July 31, 2002 Vermont Yankee Nuclear Power Corporation and Entergy Nuclear
Vermont Yankee, LLC consummated the transaction contemplated by the Purchase and
Sale Agreement dated as of August 15, 2001. NGG and NGU further certify that
such transaction has been carried out in accordance with the terms and
conditions of and for the purposes represented by the Application and the Order.
Attached hereto as Exhibit F-2 are the "past tense" opinions of counsel to NGG
and NGU and Vermont Yankee Nuclear Power Corporation.
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned have duly caused this Certificate to be signed on their
behalf by the undersigned thereunto duly authorized.
NATIONAL GRID GROUP plc
By /s/ Kirk L. Ramsauer
-------------------------------------
Name: Kirk L. Ramsauer
Title: Deputy General Counsel
NATIONAL GRID USA
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: Senior Vice President of
Finance and Administration
Dated: August 5, 2002
-2-