SEC – ‘UPLOAD’ from 8/9/06 re: Scottish Power PLC – ‘LETTER’

On:  Wednesday, 8/9/06, at 11:14am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  11/13/06   ·   Accession #:  0-6-37936

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    15K 


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                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		11/13/06		6-K,  UPLOAD
Filed on:		8/9/06		UPLOAD
		5/15/06		6-K,  SC TO-I/A,  UPLOAD
		4/21/06		6-K,  UPLOAD
		4/10/06		SC TO-I/A,  UPLOAD
		4/4/06		SC TO-I,  UPLOAD
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/04/06  Scottish Power plc                SC TO-I               10:2.1M Scottish Power plc                Donnelley … Solutions/FA