SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

[ X ]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 30, 2001

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to ____________

Commission                             Registrant, State of Incorporation                               I.R.S. Employer
File Number                             Address and Telephone Number                                Identification No.

0-25595                                   Niagara Mohawk Holdings, Inc.                             16-1549726
                                              (a New York corporation)
                                              300 Erie Boulevard West
                                              Syracuse, New York 13202
                                              315.474.1511

1-2987                                     Niagara Mohawk Power Corporation                     15-0265555
                                              (a New York corporation)
                                              300 Erie Boulevard West
                                              Syracuse, New York 13202
                                              315.474.1511

Indicate by check mark whether each registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES [ X ] NO [ ]

The number of shares outstanding of each of the issuer’s classes of voting stock, as of October 31, 2001, were as follows:

Registrant                                                    Title                                                      Shares Outstanding
Niagara Mohawk Holdings, Inc.                   Common Stock, $0.01 par value                     160,239,818
Niagara Mohawk Power Corporation            Common Stock, $1.00 par value                     187,364,863
                                                                (all held by Niagara Mohawk
                                                                Holdings, Inc.)

Filing Format

This Quarterly Report on Form 10-Q is a combined quarterly report being filed separately by two registrants: Niagara Mohawk Holdings, Inc. (“Holdings”) and Niagara Mohawk Power Corporation (“Niagara Mohawk”). Holdings became the holding company for Niagara Mohawk on March 18, 1999. Except where the context clearly indicates otherwise, any references in this report to “Holdings” includes all subsidiaries of Holdings including Niagara Mohawk. Niagara Mohawk makes no representation as to the information contained in this report in relation to Holdings and its subsidiaries other than Niagara Mohawk.

NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES
FORM 10-Q - For the Quarter Ended September 30, 2001

PART I.

FINANCIAL INFORMATION

Glossary of Terms

Item 1.

Financial Statements

Consolidated Financial Statements:

Niagara Mohawk Holdings, Inc.

Consolidated Statements of Income

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Niagara Mohawk Power Corporation

Consolidated Statements of Income

Consolidated Balance Sheets

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

Review by Independent Accountants

Independent Accountants’ Report on the Limited Review of the Interim Financial Information

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

Item 6.

Exhibits and Reports on Form 8-K

Signatures

Exhibit Index

NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES
GLOSSARY OF TERMS

TERM	DEFINITION
CTC	Competitive transition charges: a mechanism established in Niagara Mohawk’s Power Choice agreement to recover stranded costs from customers
Dth	Dekatherm: one thousand cubic feet of gas with a heat content of 1,000 British Thermal Units per cubic foot
EBITDA	A non–GAAP measure of cash flow which is calculated as: earnings before interest charges, interest income, income taxes, depreciation and amortization, and other non-cash items, including amortization of nuclear fuel, allowance for funds used during construction, amortization/accretion of MRA/IPP buyout costs, deferral of MRA interest rate savings, cumulative effect of a change in accounting principle and non–recurring and extraordinary items. EBITDA may not be comparable to similarly titled measures used by other companies.
FERC	Federal Energy Regulatory Commission
GAAP	Generally Accepted Accounting Principles
GRT	Gross Receipts Tax
Gwh	Gigawatt–hour: one gigawatt–hour equals one billion watt-hours
IPP	Independent Power Producer: any person that owns or operates, in whole or in part, one or more Independent Power Facilities, including the purchasers of Niagara Mohawk’s generation assets
IPP Party	Independent Power Producers that were a party to the MRA
KWh	Kilowatt–hour: a unit of electrical energy equal to one kilowatt of power supplied or taken from an electric circuit steadily for one hour
MRA	Master Restructuring Agreement: a Niagara Mohawk agreement, including amendments thereto, which terminated, restated or amended certain IPP Party power purchase agreements effective June 30, 1998
MRA regulatory asset	Recoverable costs to terminate, restate or amend IPP Party contracts, which have been deferred and are being amortized and recovered under Niagara Mohawk’s Power Choice agreement
MW	Megawatt: one million watts
National Grid	National Grid Group plc is a holding company based in the United Kingdom. Unless the context clearly denotes otherwise, this definition also includes a holding company to be established over National Grid Group plc contemporaneously with the Holdings merger. Its principal subsidiary, the National Grid Company plc, owns and operates the high voltage transmission system in England and Wales.
NYISO	New York Independent System Operator
Power Choice	Niagara Mohawk's five-year electric rate agreement, which incorporates the MRA agreement, approved by the PSC in an Order dated March 20, 1998, and became effective September 1, 1998
PPA	Power Purchase Agreement: long-term contracts under which a utility is obligated to purchase electricity from an IPP at specified times
Provider of last resort	The entity that will provide electric or gas commodity to its customers who are unable or unwilling to obtain an alternative supplier
PRP	Potentially Responsible Party (may include current site owner, site owner at the time of disposal, entity who arranged for disposal at the location, or transporters or disposal material)
PSC	New York State Public Service Commission
SFAS No. 71	Statement of Financial Accounting Standards No. 71 “Accounting for the Effects of Certain Types of Regulation”
SFAS No. 133	Statement of Financial Accounting Standards No. 133 “Accounting for Derivative Instruments and Hedging Activities”
Stranded Costs	Regulated utility costs that may become unrecoverable due to a change in the regulatory environment
TCC	Transmission Congestion Contract: Transmission congestion is a component of the cost differential in the price of electricity between two geographic locations. A TCC confers on the holder the right to collect or obligation to pay congestion charges for a single megawatt of energy at the price of congestion between those locations.
Unit 1	Nine Mile Point Unit No. 1
Unit 2	Nine Mile Point Unit No. 2

PART I

ITEM 1. FINANCIAL STATEMENTS

NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(UNAUDITED)

                                            Three Months Ended September 30, Nine Months Ended September 30,
                                                    2001         2000              2001          2000
                                                -----------  -----------       -----------  -----------
                                                                 (in thousands of dollars)
Operating revenues:
 Electric                                       $1,056,476   $1,004,847        $2,937,947   $2,827,261
 Gas                                                77,553       90,953           652,784      507,130
 Other                                                 406        3,804               718        5,292
                                                -----------  -----------       -----------  -----------
                                                 1,134,435    1,099,604         3,591,449    3,339,683
                                                -----------  -----------       -----------  -----------
Operating expenses:
 Electricity purchased                             501,049      482,441         1,352,964    1,265,078
 Fuel for electric generation                        9,286       19,103            30,985       48,077
 Gas purchased                                      27,167       45,650           418,794      282,630
 Other operation and maintenance expenses          225,388      189,229           741,926      636,598
 Disallowed nuclear investment costs               123,000            -           123,000            -
 Amortization/accretion of MRA/IPP buyout costs     90,743       93,903           272,888      281,539
 Depreciation and amortization                      79,399       77,492           236,503      233,804
 Other taxes                                        65,475       70,672           181,283      209,446
                                                -----------  -----------       -----------  -----------
                                                 1,121,507      978,490         3,358,343    2,957,172
                                                -----------  -----------       -----------  -----------
Operating income                                    12,928      121,114           233,106      382,511
Impairment charge on investment                          -                        (44,000)           -
Other deductions                                    (9,479)      (4,173)           (9,947)      (6,538)
                                                -----------  -----------       -----------  -----------
Income before interest charges                       3,449      116,941           179,159      375,973
Interest charges                                    95,094      108,249           297,581      329,146
Preferred dividend requirement of subsidiary         7,724        7,871            23,239       23,679
                                                -----------  -----------       -----------  -----------
Income (loss) before income taxes                  (99,369)         821          (141,661)      23,148
Income tax expense (benefit)                      (103,555)      (1,903)          (93,936)      24,759
                                                -----------  -----------       -----------  -----------
Income (loss) before extraordinary item and          4,186        2,724           (47,725)      (1,611)
 cumulative effect of a change in accounting
 principle

Extraordinary item - Loss from the
 extinguishment of debt, net of income taxes             -            -                 -         (909)

Cumulative effect of a change in accounting
 principle, net of income taxes (Note 1)                 -            -            12,790            -
                                                -----------  -----------       -----------  -----------
Net income (loss) (Note 1)                      $    4,186   $    2,724        $  (34,935)  $   (2,520)
                                                ===========  ===========       ===========  ===========
Average number of shares of common stock
 outstanding (in thousands)                        160,240      161,001           160,240      169,782

Basic and diluted income (loss) per average
 share of common stock before extraordinary
 item and cumulative effect of a change in
 accounting principle                           $     0.03   $     0.02        $    (0.30)  $    (0.01)

Cumulative effect of a change in accounting
 principle                                               -           -               0.08            -
                                                -----------  -----------       -----------  -----------
Basic and diluted income (loss) per average
   share of common stock                        $     0.03   $     0.02        $    (0.22)  $    (0.01)
                                                ===========  ===========       ===========  ===========

NIAGARA MOHAWK HOLDINGS INC/NY 10-Q