SecProbe.io

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Mail Stop 0308

 March 3, 2005

via U.S. mail and facsimile

Stephen Billingham
Finance Director
British Energy PLC
1 Sheldon Square
Paddington
London, England W2 6TT

	RE:	Form 20-F for the fiscal year ended March 31, 2004
		Filed September 30, 2004
		File No. 1-14990

Dear Mr. Billingham:

      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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 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 fiscal year ended March 31, 2004

General

1. Unless otherwise indicated, where a comment below requests
additional disclosures or other revisions to be made, these
revisions
should be included in your future filings, as applicable.
Item 5. Operating and Financial Review and Prospects

The Restructuring, page 68
2. Please revise to discuss the underlying problems, such as the
collapse in electricity wholesale prices two years ago, leading to
the proposed major financial restructuring.  Please also disclose
your assessment of the likelihood that similar events with similar
implications will occur again in the future.  In this regard, your
disclosures should be clear in terms of whether you believe your
past
performance is indicative of your future performance.  See SEC
Release 33-8350.

Results of operations for the year ended March 31, 2004 compared
with
the year ended March 31, 2003, page 80
3. Similar to the comment below on your Statements of Group Profit
and Loss Accounts, to the extent you continue to present and
discuss
in future filings profit and loss subtotals under UK GAAP
excluding
items identified as "exceptional," please ensure you comply with
all
of the disclosure requirements for non-GAAP measures in Item
10(e)(1)(i)(A)-(D) of Regulation S-K.  Please also ensure you
include
a discussion with equal or greater prominence of the most directly
comparable unadjusted profit and loss amounts. Further, it appears
that many of your exceptional items may be recurring in nature.
Please note that you must justify the usefulness of any
performance
measure that excludes recurring items pursuant to Question 8 of
the
Staff`s "Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures" (the non-GAAP FAQ) available at www.sec.gov.
Thus, if you determine the exceptional items are recurring, you
should also consider the 5 bullet points in Question 8 of the non-
GAAP FAQ in crafting your disclosure in future filings.  Please
note
that items such as asset impairments should be viewed collectively
in
relation to each other in determining whether they are recurring.
Finally, please note, if an item does not meet the definition of
"exceptional" under UK GAAP, then you should not present or
discuss a
subtotal that excludes such item if such presentation would be
inconsistent with the requirements of Item 10(e)(1)(ii)(A) or Item
10(e)(1)(ii)(B) of Regulation S-K.

Disclosure of Contractual Obligations, page 91
4. Please revise your table of contractual cash obligations to
include the following:

(a) Estimated interest payments on your debt;
(b) Estimated payments under interest rate swap agreements; and
(c) Required funding of pension and other postretirement benefit
obligations.

Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded items and provide any additional
information that is material to an understanding of your cash
requirements.  See Section IV.A and footnote 46 to the
Commission`s
MD&A Guidance issued December 19, 2003, available at www.sec.gov.

Liquidity and Capital Resources

Operating Cash from Continuing Activities, page 93
5. Your presentation of free cash flow position represents a non-
GAAP
liquidity measure.  Please supplementally explain how each
adjustment
to the most comparable GAAP measure, cash flows from operating
activities, in arriving at the non-GAAP measure complies with the
restrictions in Item 10(e)(1)(ii)(A) of Regulation S-K for
liquidity
measures.  Additionally, please revise your disclosures throughout
your filings where free cash flow position is presented, as
follows.
See Item 10(e) of Regulation S-K and Question 13 of the non-GAAP
FAQ.

(a) Present cash flows from operating, investing and financing
activities alongside the non-GAAP measure.
(b) Reconcile in table format from cash flows from operating
activities to the non-GAAP amount for each period it is presented.
Each reconciling item should be shown separately for each period
presented.
(c) Provide cautionary disclosure that the non-GAAP measure
presented
may not be comparable to similarly titled measures used by other
entities and provide a clear description of its calculation.
(d) Describe how you use the non-GAAP measure, why you believe it
is
meaningful to readers, and the material limitations on the
usefulness
of the measure.
(e) Disclose that the non-GAAP measure should not be considered as
an
alternative to cash flows from operating activities, which is
determined in accordance with GAAP.

 Future Liquidity, page 94
6. We understand that pursuant to the Restructuring Agreement, the
Government will fund certain of your decommissioning costs and
uncontracted nuclear liabilities, while you will be required to
make
certain annual payments to the NLF, including an annual
contribution
of up to 65% of your adjusted cash flow, after payment of debt
service requirements.  Please ensure you discuss in future filings
the impact on your liquidity and capital resources of these
arrangements.  Also, pursuant to Item 5.D of Form 20-F, please
include discussion in future filings of known trends,
uncertainties,
demands, commitments or events that are reasonably likely to have
a
material effect on your liquidity or capital resources.  For
example,
we would have expected to see discussion in your fiscal year 2004
Form 20-F of the expected impact of the Restructuring Agreement on
your liquidity and capital resources, as this was an event that
was
reasonably likely to have a material impact.

Item 15. Controls and Procedures, page 146
7. Please amend your Form 20-F to incorporate the following
changes
to your Item 15. Controls and Procedures:
(a) We note your disclosure that you have restated your financial
statements for fiscal years 2002 and 2003.  Please supplement this
disclosure to indicate whether the restatement was a result of a
weakness in your disclosure controls and procedures and to
describe
in a reasonable amount of detail the "certain procedural
amendments"
you have made as a result of these restatements.  Please also
disclose the basis for the identified officers` concluding that
your
disclosure controls and procedures are nonetheless effective
despite
the restatements and related control issues you have identified.
(b) Please refer to the disclosure controls and procedures defined
in
Exchange Act Rules 13a-15(e) and 15d-15(e), rather than the old
location that you refer to now.  See Item 15 of Form 20-F and Item
307 of Regulation S-K.
(c) We note that your certifying officers disclose their
conclusions
as to the effectiveness of your disclosure controls and procedures
"within 90 days before the filing date of this annual report."
However, Item 15 of Form 20-F and Item 307 of Regulation S-K
require
that your certifying officers disclose their conclusions regarding
the effectiveness of your disclosure controls and procedures "as
of
the end of the period covered by the report."  Please revise
accordingly.

(d) We note that your certifying officers concluded that your
disclosure controls and procedures are effective "except as
discussed
in the immediately preceding paragraph."  Given the exceptions
noted,
it remains unclear whether your certifying officers have concluded
that your disclosure controls and procedures are effective.
Please
revise your disclosure to state, in clear and unqualified
language,
the conclusions reached by your certifying officers regarding the
effectiveness of your disclosure controls and procedures.

(e) We note your disclosure that your CEO and CFO concluded that "
[your] disclosure controls and procedures were effective to ensure
that material information relating to [you] and [your]
consolidated
subsidiaries is recorded, processed, summarized and reported in a
timely manner."  Revise to clarify, if true, that your officers
concluded that your disclosure controls and procedures are also
effective to ensure that information required to be disclosed in
the
reports that you file or submit under the Exchange Act is
accumulated
and communicated to your management, including your CEO and CFO,
to
allow timely decisions regarding required disclosure.  See
Exchange
Act Rule 13a-15(e).

(f) We note your statement that "even effective disclosure
controls
and procedures can only provide reasonable assurance of achieving
their control objectives."  Please revise to state clearly, if
true,
that your disclosure controls and procedures are designed to
provide
reasonable assurance of achieving their objectives and that your
Chief Executive Officer and Chief Financial Officer concluded that
your disclosure controls and procedures are effective at that
reasonable assurance level.  In the alternative, remove the
reference
to the level of assurance of your disclosure controls and
procedures.
Please refer to Section II.F.4 of SEC Release No. 33-8238,
available
on our website at www.sec.gov.

(g) You state that there were no "significant changes" in your
"internal controls" or in other factors that could "significantly
affect" these controls subsequent to the date of your evaluation.
However, Item 15(d) of Form 20-F requires that you disclose "any
change" in your "internal control over financial reporting"
identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 that occurred "during
the
period covered by the annual report" that has "materially
affected,
or is reasonably likely to materially affect, the registrant`s
internal control over financial reporting."  Revise your
disclosures
accordingly.

Group Profit and Loss Accounts, page F-3

8. We note that you use subtotals to segregate certain
"exceptional
items" from other costs.  We understand that UK GAAP permits
exceptional items to be shown on the face of the Statements of
Group
Profit and Loss Accounts and even requires that certain specified
exceptional items are so shown. Please be advised that such
subtotals
are not permitted on the face of the financial statements under US
GAAP.  In this regard, we understand based on your letter to the
SEC
dated July 14, 2004, that you intend to file a report on Form 10-K
for the year ending March 31, 2005, which will not include UK GAAP
information.  To the extent you file on Form 10-K in future
filings,
please omit such subtotals from the face of your financial
statements.  Refer to Item 10(e) of Regulation S-K.  To the extent
you continue filing on Form 20-F using UK GAAP, and you continue
to
present such subtotals on your Statements of Group Profit and Loss
Accounts, please provide the following disclosures inside the
audited
financial statements:

(a) Where you describe the nature of the items characterized as
exceptional in footnote 4, also explain in detail why you consider
each item to be exceptional.
(b) Disclose the information required by Item 10(e)(1)(i)(C) and
(D)
of Regulation S-K.
(c) Within the "Summary of differences between UK and US generally
accepted accounting principles" footnote, provide a reformatted
condensed income statement that complies with Article 10 of
Regulation S-X.  This condensed statement may be based on US or UK
GAAP amounts.
(d) Disclose the fact that your presentation of subtotals
excluding
exceptional items would be prohibited absent the fact that it is
expressly permitted by UK GAAP, if true.

Please note if an item does not meet the definition of
"exceptional"
under UK GAAP, then you should not present a subtotal that
excludes
such item on the face of your financial statements or in the
footnotes.  Refer to agenda item 8 from the highlights of the
November 25, 2003 meeting of the AICPA International Practices
Task
Force (available on the AICPA`s web site at www.AICPA.org) and
Question 28 of the Staff`s non-GAAP FAQ.

Note 1. Basis of Preparation

(xxii) Operating Leases, page F-21
9. You disclose that rentals payable under operating leases are
expensed on a straight line basis over the lease term; yet, you
also
state that "other costs" are expensed in accordance with the
rental
schedule which is included in the lease agreement.  If, pursuant
to
the rental schedule, "other costs" are paid on a straight-line
basis,
please advise.  Otherwise, please clarify for us supplementally
how
you account for the lease payments under UK GAAP and also tell us
how
you determined that no adjustment is necessary in your US GAAP
reconciliation for this item.  Refer to paragraph 15 of SFAS 13.

Note 17. Debtors, page F-39
10. Please disclose the amount of your allowance for doubtful
accounts separately on the balance sheet or in a footnote.  See
Rule
5-02.4 of Regulation S-X.  Furthermore, please provide Schedule II
-
Valuation and Qualifying Accounts for the activity in your
allowance
for doubtful accounts.  Alternatively, you may provide the
required
rollforward of the allowance in the notes to the financial
statements
or the operating and financial review and prospects.  Refer to
Item
17(a) of Form 20-F and Rules 5-04(c) and 12-09 of Regulation S-X.

Note 36. Summary of Differences Between UK and US Generally
Accepted
Accounting Principles

General
11. On page F-19, you disclose that debt issue costs are charged
to
the profit and loss account on purchase under UK GAAP.  As US GAAP
requires debt issue costs to be capitalized on the balance sheet
as
deferred charges, it appears an adjustment may be necessary to
reconcile from UK GAAP to US GAAP.  See ABP 21.  Please tell us
where
this adjustment is included in your reconciliation or tell us why
you
believe an adjustment is not necessary.  In doing so, please tell
us
the amount of the required adjustment, if applicable.

(ii)  Restatement of Prior Year Results, page F-67
12. Please provide us supplementally with a complete narrative of
your restatements.  In particular, explain to us in detail how the
Normal Purchase Normal Sale scope exemption in SFAS 133 was
misapplied and how your revised accounting is correct.   Tell us
when
(the actual date) and how the error was discovered and why the
error
could not have been determined in a preceding period.

(iii) Notes on US GAAP Adjustments

(k) FAS 133 Adjustments, page F-80
13. Please revise your disclosure to clarify how you account for
derivatives under US GAAP. To the extent you continue to present
UK
GAAP information in future filings, also clarify exactly how your
accounting under US GAAP differs from your accounting under UK
GAAP.
Please ensure the revised US GAAP disclosures include all of the
information required by SFAS