SecProbe.io

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Mail Stop 4561

      July 18, 2005

Richard A. Harrold
Chief Executive
MEPC Limited
4th Floor
Lloyds Chambers
1 Portsoken Street
London E1 8LW, England

      Re:	MEPC Limited
		Form 20-F for the Year Ended September 30, 2004
		Filed March 31, 2005
		File No. 1-13942-01

Dear Mr. Harrold:

      We have reviewed your filing and have the following comment.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  In our comment, we ask you to provide us with
information
so we may better understand your disclosure.  Please be as
detailed
as necessary in your explanation.  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
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 20-F for the year ended September 30, 2004

Note 27 - Significant differences between United Kingdom and
United
States generally accepted accounting principles, pages F-22 - F-31
1. We note the disposition of your retail portfolio referenced on
page 20.  Please tell us what consideration you gave to presenting
a
US GAAP basis income statement that classifies revenue and
expenses
from the disposed retail portfolio during 2004 and 2003 separately
as
discontinued operations.  Reference is made to paragraphs 41 - 44
of
SFAS 144.  Additionally, with respect to this asset disposition,
please tell us what consideration you gave to including the
disclosures prescribed by paragraphs 47 - 48 of SFAS 144.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your response on EDGAR.  Please understand that we may
have additional comments after reviewing your response to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company 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 filings or
in
response to our comments on your filing.

      You may contact Matthew Maulbeck, Staff Accountant, at (202)
551-3466 or the undersigned at (202) 551-3403 if you have
questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

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Mr. Richard A. Harrold
MEPC Limited
July 18, 2005
Page 1

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