FORM 6-K SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date: January 31, 2002 National Grid Group plc (Registrant's Name) 15 Marylebone Road London NW1 5JD (Registrant's Address) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3- 2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorised. NATIONAL GRID GROUP PLC Date: January 31, 2002 By: /s/ Fiona B. Smith ------------------------------------ Name: Fiona B. Smith Title: Group General Counsel and Company Secretary NATIONAL GRID GROUP PLC EXHIBIT INDEX EXHIBIT NO. DESCRIPTION -------------------------------------------------------------------------------- 99(a) Registrant's release dated January 31, 2002 announcing the effectiveness of the scheme of arrangement. -------------------------------------------------------------------------------- 99(b) Registrant's press release dated January 31, 2002 announcing the effectiveness of the merger transaction with Niagara Mohawk Holdings, Inc.