As filed with the Securities and Exchange Commission on ~~November~~December 2921, 2001 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8 - K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report - ~~November~~December 2821, 2001

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

Item 5. Other Events

(a) On ~~November~~December 2821, 2001, National Grid Group plc announced that it will within a year of closing the acquisition of Niagara Mohawk Holdings, Inc. ~~issued~~have aNiagara ~~press~~Mohawk ~~release~~Power ~~regarding~~Corproation, ~~New~~or ~~York~~an ~~State~~affiliate, ~~Public~~make ~~Service~~offers ~~Commission~~to ~~approval~~purchase all of ~~the~~its then outstanding preferred stock. As of November 30, 2001, Niagara Mohawk -Power ~~National~~Corporation ~~Grid~~had ~~merger~~outstanding ~~proposal~~various series of preferred stock (including variable rate series) with an aggregate par value of $493.75 million with dividend rates ranging from 3.4 percent to 7.72 percent. See also National Grid Group plc press release attached as Exhibit No. 99.

Item 7. Financial Statements and Exhibits

(c) Exhibit - Following is the list of Exhibits furnished in accordance with the provisions of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K. Exhibit No. 99 - Press release of ~~Niagara~~National ~~Mohawk~~Grid ~~Holdings,~~Group ~~Inc.~~plc issued on ~~November~~December 2821, 2001 ~~regarding New York State Public Service Commission approval of the Niagara Mohawk - National Grid merger proposal~~.

NIAGARA MOHAWK HOLDINGS, INC. AND SUBSIDIARY COMPANIES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.

NIAGARA MOHAWK HOLDINGS, INC. (Registrant) Date: ~~November~~December 2921, 2001 By: /s/ ~~Steven~~William WF. ~~Tasker~~Edwards ~~Steven~~William WF. ~~Tasker~~Edwards Senior Vice President~~–Controller~~ & Chief ~~and Principal~~Financial ~~Accounting~~ Officer, in his respective capacities as such

NIAGARA MOHAWK POWER CORPORATION (Registrant) Date: ~~November~~December 2921, 2001 By: /s/ ~~Steven~~William WF. ~~Tasker~~Edwards ~~Steven~~William WF. ~~Tasker~~Edwards Senior Vice President~~–Controller~~ & Chief ~~and Principal~~Financial ~~Accounting~~ Officer, in his respective capacities as such

EXHIBIT INDEX

Following is the index of Exhibits furnished in accordance with the provisions of Item 601 of Regulation S-K, filed as part of this current report on Form 8-K. Exhibit No. 99 - Press release of ~~Niagara~~National ~~Mohawk~~Grid ~~Holdings,~~Group ~~Inc.~~plc issued on ~~November~~December 2821, 2001 ~~relating to New York State Public Service Commission approval of the Niagara Mohawk - National Grid merger proposal~~.

Exhibit No. 99

NEWS RELEASE

NEWNational YORKGrid PUBLICand SERVICENiagara COMMISSIONMohawk APPROVES- NIAGARAupdate MOHAWK–NATIONALon GRIDPreferred MERGER PROPOSALStock

~~SYRACUSE, Nov.~~National ~~28,~~Grid ~~2001~~Group –plc announced ~~The~~today ~~New~~that ~~York~~it ~~Public~~will, ~~Service~~within ~~Commission~~a ~~today~~year ~~approved~~of ~~a merger~~closing ~~plan~~the ~~between~~acquisition of Niagara Mohawk Holdings, Inc. (~~NYSE:NMK~~Niagara Mohawk), ~~and~~have ~~National~~Niagara ~~Grid~~Mohawk Power ~~Group~~Corporation ~~plc~~ (~~NYSE:~~Niagara ~~NGG~~Power) or an affiliate make offers to purchase all of the then outstanding preferred stock of Niagara Power. Such offers will be made at prices that are customary for a tender offer to purchase similar preferred stock and will ~~result~~be indetermined ~~Niagara~~at ~~Mohawk~~the ~~Power~~time ~~Corp~~the offers are made.‘s Such determination of ~~electricity~~prices ~~customers~~will ~~saving~~be ~~about~~made $1by ~~billion~~National ~~over~~Grid based on advice of an investment banking firm. National Grid’s commitment will not affect the ~~next~~ability 10of ~~years,~~Niagara Power ~~compared~~to voluntarily redeem or otherwise call its preferred stock. National ~~with~~Grid’s ~~rates~~commitment ~~projected~~is ~~without~~subject to completion of the ~~merger~~Niagara Mohawk acquisition. The offers will also be subject to receiving all regulatory approvals required for preferred stock offerings.

~~“We~~Niagara ~~are~~Power ~~extremely~~currently ~~gratified~~has outstanding ~~with~~preferred ~~the~~stock ~~Public~~with ~~Service~~a ~~Commission’s~~par ~~approval~~value of ~~our~~ ~~merger~~approximately ~~and~~$440 ~~rate~~million ~~plan,”~~with dividend ~~said~~rates ~~Rick~~ranging ~~Sergel,~~from ~~National~~3.4% ~~Grid~~to ~~USA president and CEO~~7.85%. ~~“The~~This ~~plan~~commitment ~~was~~to ~~negotiated~~make ~~and~~offers resolves ~~endorsed~~issues raised by acertain ~~wide~~Niagara ~~array~~Power ofpreferred ~~diverse consumer,~~stockholders ~~environmental~~in ~~and business groups and will provide significant~~an ~~benefits~~intervention tofiled ~~customers~~at ~~and to~~ the ~~Upstate~~Securities ~~economy.”~~and ~~Sergel~~Exchange ~~noted~~Commission ~~that~~in ~~the~~connection with ~~benefits~~the ~~called~~acquisition ~~for~~of inNiagara ~~the~~Mohawk, ~~plan~~and ~~will~~this beintervention ~~instituted~~has ~~upon~~been ~~consummation~~withdrawn. The acquisition of ~~the merger,~~Niagara ~~which~~Mohawk ~~remains~~is ~~subject~~expected to ~~Securities~~be ~~and~~completed ~~Exchange~~in ~~Commission~~early ~~approval under the Public Utility Holding Company Act~~2002.

~~“Today’s~~National ~~PSC~~Grid ~~approval~~Group ~~brings~~plc ushas not ~~another~~commenced ~~step~~the ~~closer~~tender offer that is referred to ~~reducing~~in this communication and, because ~~stabilizing~~commencement of such tender offer is subject to certain conditions, ~~energy~~including ~~delivery~~completion ~~costs~~of the acquisition of Niagara Mohawk Holdings, Inc. by National Grid Group plc and ~~enhancing~~receipt ~~our~~of ~~economic~~regulatory ~~development~~approvals, ~~commitment~~no inassurance can be given as to whether such tender offer will be commenced or the ~~communities~~timing weof commencement. ~~serve~~If the tender offer is commenced,” National Grid Group plc will ~~said~~file ~~William~~with Ethe Securities and Exchange Commission a Schedule TO and related exhibits. ~~Davis,~~Holders of Niagara Mohawk’s ~~chairman~~Power ~~and~~Corporation ~~CEO. “We~~preferred stock are ~~looking~~strongly ~~forward~~encouraged to ~~delivering~~read the ~~benefits~~Schedule ~~that~~TO ~~our~~and ~~combined~~related ~~companies~~exhibits ~~can~~if ~~bring~~and ~~Upstate~~when they ~~New~~become ~~York~~available because they will contain important information about the offer.” In such event, the Schedule TO and related exhibits will be available without charge at the Securities and Exchange Commission website at www.sec.gov and will be delivered without charge to all Niagara Mohawk Power Corporation preferred stockholders of record at the commencement of the tender offer. Following commencement of the tender offer, Niagara Mohawk Power Corporation preferred stockholders of record at the commencement of the tender offer will also be able to obtain, without charge, copies of these documents from National Grid Group plc.

~~The~~Safe-Harbor ~~merger and rate plan calls for:~~Statement

• This Anstatement ~~immediate~~contains certain 8statements ~~percent~~that ~~reduction~~are inneither ~~electricity~~reported ~~delivery~~financial ~~prices~~results nor other historic information. ~~When~~These statements are forward looking statements within the meaning of the safe-harbor provisions of the U.S. federal securities laws. Because these forward-looking statements are subject to risks and uncertainties, actual future results may differ materially from those ~~savings~~expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are ~~applied~~beyond the companies’ ability to control or estimate precisely, such as the completion of the merger with Niagara Mohawk Holdings, Inc., the satisfaction of other conditions relating to a ~~customer’s~~commencement ~~entire~~of ~~electricity~~a ~~bill~~tender –offer, future ~~which~~market ~~also~~conditions ~~includes~~and responses by competitors to deregulation, new regulatory or legislative requirements, the ~~cost~~future actions or decisions of federal or state governmental regulators, the timing and extent of changes in supply and demand of, and prices of, gas and electricity ~~purchased~~and –other risk factors detailed in National Grid’s reports filed with the ~~net~~SEC. ~~savings~~Readers are cautioned ~~projected~~not to ~~equal~~place 5undue ~~percent~~reliance on these forward-looking statements, which speak only as of the date of this document.

• Price-stabilized electricity commodity service for residential and small commercial customers for several years, providing those customers with significant protection from any major fluctuations in the generation marketplace.ENQUIRIES:

• National AGrid ~~$12.5 million expansion of Niagara Mohawk’s annual Upstate New York economic development efforts.~~

• Investors: Marcy AReed ~~comprehensive~~- ~~service~~+44(0)20 ~~quality~~7312 ~~plan~~5779 Terry ~~with~~McCormick ~~defined~~- ~~customer~~+44(0)20 ~~service~~7312 ~~and reliability goals.~~5785

• Media: Susan ~~Forgoing~~Stevens ~~the~~- ~~collection~~+44(0)20 of7312 ~~approximately~~7540 Clive ~~$850~~Hawkins ~~million~~- in+44(0)20 ~~nuclear~~7312 ~~costs that otherwise would have been collected from customers.~~5757

• Citigate ~~Extending~~Dewe byRogerson: Anthony 16Carlisle ~~months a multi~~-~~year~~ ~~gas~~+44(0)7973 ~~rate settlement, resulting in gas delivery rates -- unchanged since 1996 -- remaining the same through December 2004.~~611888(m)

• Extending the Low-Income Customer Assistance Program, which was expanded under Niagara Mohawk’s existing regulatory agreement with the PSC, and the development of a special rate for eligible low-income customers.

• Environmental benefits such as interconnection assistance for wind power sources, support for “green” power marketing, and the continued sale of surplus land for preservation.

Among the parties who negotiated and endorsed the merger plan are PSC staff, the Public Utility Law Project, an advocacy group for low-income customers; the New York State Consumer Protection Board; the New York State Department of Economic Development; the Empire State Development Corp.; Multiple Intervenors, a trade association representing the state’s largest commercial and industrial employers; the Natural Resources Defense Council; the Association for Environmental Defense; the American Wind Energy Association; the Distributed Generation Power Coalition; the International Brotherhood of Electrical Workers Local 97; and a number of energy marketers and energy services companies.

Niagara Mohawk and National Grid hope to complete the merger in early 2002. Niagara Mohawk Holdings Inc. is an investor-owned energy services company that provides electricity to more than 1.5 million customers across 24,000 square miles of Upstate New York. The company also delivers natural gas to more than 540,000 customers over 4,500 square miles of eastern, central, and northern New York.

National Grid USA includes local electric companies Massachusetts Electric, Narragansett Electric, Granite State Electric, Nantucket Electric, and a substantial transmission business. Its parent company, National Grid Group plc, builds, owns, and operates electric and telecommunications networks around the world.

NOTE: This release contains statements that constitute forward-looking information. Such statements are subject to certain risks, uncertainties and assumptions. All of these forward-looking statements are based on estimates and assumptions made by the company’s management which, although believed by the company’s management to be reasonable, are inherently uncertain. Such forward-looking statements are not guarantees of future performance or results and involve certain risks and uncertainties. Actual results or developments may differ materially from the forward-looking statements as a result of various factors.

Media Contacts:

Niagara Mohawk Syracuse - Kerry P. Burns - 315-428-5266 Albany - Nicholas J. Lyman - 518-782-2155 Buffalo - Stephen F. Brady - 716-857-4300

National Grid USA Westborough - Jackie Barry - 508-389-3298

National Grid Group plc - London - Clive Hawkins - 011 44207 3125757

Investor Relations Contact:

Niagara Mohawk Leon T. Mazur - 315-428-5876

National Grid Group plc London - Marcy Reed - 011 44207 3125779 London - Terry McCormick - 011 44207 3125785

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