April 21, 2006

Via Air Mail

James Stanley
Scottish Power plc
1 Atlantic Quay
Glasgow G2 8SP
Scotland

	Re:	Scottish Power plc
Schedule TO-I filed April 4, 2006
Amendment No. 1 to Schedule TO-I filed April 10, 2006
File No. 005-78838

Dear Mr. Stanley:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule TO
Exhibit 99.(a)(2) - U.S. Supplemental Memorandum
	Part 5 - Frequently asked questions, page 15
1. See Q&A 2 - Are there any conditions to the Return of Cash
occurring? You indicate that the conditions to the offer must be
satisfied on May 15, 2006, which is before the offer is scheduled
to
expire.  Please advise us as to why the conditions to the offer
must
be satisfied in advance of the expiration of the offer.
2. See Q&A 4 - Are there different ways that I can receive my
share
of the cash?  With respect to the Future Repurchase Offers, please
confirm that you will comply with Rule 13e-4, as appropriate.
	Part 6 - Supplemental information for ADS Holders, page 26
3. Refer to your discussion of Withdrawal Rights.  We note your
indication that after the Election Period, such elections are
irrevocable.  Revise to disclose that shares not yet accepted for
payment or exchange after the expiration of forty business days
from
the commencement of the offer may be withdrawn.  See Rule 13e-
4(f)(2)(ii).

	Part 7 - Certain US federal income tax considerations, page
34
4. Rather than refer to "principal" tax consequences in your
discussion, please refer to "material" tax consequences.  Further,
please eliminate the statement that the discussion is included for
general information only.  We believe this statement suggests that
Scottish Power`s stockholders may not rely on the description of
the
material tax consequences included in your offering materials.
This
comment also applies to Exhibit 99.(a)(8).

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the bidder is in possession of all
facts
relating to its disclosure, it is responsible for the accuracy and
adequacy of the disclosures it has made.

	In connection with responding to our comments, please
provide,
in writing, a statement from all filing persons acknowledging
that:

* the bidder is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the bidder may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      If you have any questions regarding our comments, please do
not
hesitate to contact me at (202) 551-3264.  You may also reach me
by
facsimile at (202) 772-9203.

								Sincerely,



								Mara L. Ransom
								Special Counsel
								Office of Mergers and
Acquisitions

cc via facsimile (212) 530-5219:

James H. Ball, Jr., Esq.
Milbank, Tweed, Hadley & McCloy LLP


Scottish Power plc
April 21, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE