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Correspondence Letter

File No. 1-14990

April 15, 2005

Clifford Chance

 10 Upper Bank Street

 Canary Wharf

 London

 E14 5JJ

 +44 (0)20 7006 2412

 U.S. Securities and Exchange Commission

 450 Fifth Street, NW

 Washington, DC 20549

 United States of America

 Sarah Goldberg

 Dear Ms Goldberg

 British Energy plc (“British Energy”) Annual Report on Form 20-F for the year ended March 31, 2004

 On behalf of British Energy Group plc (the “Company”), the successor registrant of British Energy, set forth below are responses to your letter of
comment dated March 3, 2005 (the “Comment Letter”) with respect to the annual report of British Energy on Form 20-F (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the
“SEC”) on September 30, 2004.

 For the convenience of the
SEC’s staff (the “Staff”), we have restated the Staff’s comments below in boldfaced italics. The following numbered responses correspond to the numbered comments contained in the Comment Letter. This letter also includes
supplemental information with respect to certain of such responses and comments.

 Capitalized terms used in this letter and not otherwise defined have the meanings ascribed to them in the Annual Report.

 The Company responds to the Comment Letter as follows:

1.
General

 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.

 We note the Staff’s comment and confirm that the Company will revise its disclosure in future Exchange Act filings as requested and as indicated in the responses below.

 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.

 We note the Staff’s comment and will revise our disclosure in future filings accordingly to discuss the underlying problems, such as the collapse in electricity wholesale prices, that led to the financial
restructuring.

 We will also assess at the time of our future
filings the likelihood that similar events with similar implications will occur again in the future and whether we believe that our past performance is indicative of our future performance. We will revise our future filings to include disclosure of
our assessments. We will consider SEC Release 33-8350 in drafting our disclosure.

 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.

 We acknowledge the Staff’s comments regarding complying with disclosure requirements for non-GAAP measures in Item 10(e)(1)(A)-(D) of Regulation S-K,

 specifically relating to items described as “exceptional”. Our current intention is for our
annual report for the year ended March 31, 2005 to be filed on a Form 20-F, including full US GAAP financial statements, and not on a Form 10-K as previously advised, and accordingly there will be no items referred to as “exceptional.” Our
future filings will comply with the disclosure requirements under Item 10(e) of Regulation S-K with respect to non-GAAP financial measures.

 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 post retirement 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.

 The Company will revise its table of contractual cash obligations in future annual filings in accordance with your comment. Whilst the Company has yet to
complete its internal procedures for concluding on the disclosures for the financial statements for the year ended March 31, 2005, the Company proposes that its disclosure will include estimated interest payments on debt, estimated payments under
interest rate swap agreements to the extent that they are relevant and the required funding of pension and other post retirement obligations and will take the following form (subject to a review of descriptions of individual items and other matters
requiring specific disclosures as a result of restructuring):

Payment due by period

Total

2006

2007

2008

2009

2010

Thereafter

(in millions of pounds)

 Bonds

(1
)

 Project finance loan

 Debt interest payments

 Interest payments under swap agreements

 UK nuclear fuel purchases

 UK coal purchases

 Capital commitments

 Long-term electricity purchase contracts

 Pension and other post retirement obligations

(1)
Final maturity in 2022

 The above table does not include any obligations in respect of the NLF Cash Sweep which may fall due as the amounts will
vary according to the cash flow in any year and the target reserves established by the Company. The NLF Cash Sweep is the annual payment to be made to the Nuclear Liabilities Fund pursuant to the terms of our recently completed restructuring,
initially, 65 per cent. (subject to adjustment) of the Company’s adjusted net cash flow.

 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 Regulations S-K and Question 13 of the non-GAAP FAQ.

 In the annual report on Form 20-F for the year ended March 31, 2004, British Energy presented its free cash flow position on a non-GAAP basis by
excluding, for example, cash flows relating to discontinued operations. In future annual reports, beginning with the results for the year ended March 31, 2005, the Company’s Form 20-F will be presented under US GAAP and accordingly will present
cashflows from operating, investing and financing activities. If the Company determines that it is beneficial to include the free cash flow position, then this disclosure will comply with Item 10(e) of Regulation S-K, as noted below.

(a)
Present cash flows from operating, investing and financing activities alongside the non-GAAP measure.

 To the extent that the Company does present its free cash flow position, it
will be presented alongside cash flows from operating, investing and financing activities.

(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.

 To the
extent that the Company does present its free cash flow position, it will include a table within the disclosure that reconciles cash flows from operations to free cash flow for each period for which free cash flow is presented. Each reconciling item
will be shown separately within the table 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.

 To the extent that the Company does present its free cash flow position, it will provide cautionary
disclosure that the non-GAAP measures presented may not be comparable to similarly titled measures used by other entities. Further, the Company will provide a clear description of its calculation of its free cash flow position.

(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.

 To the extent that the Company does present its
free cash flow position, it will include disclosures as to how the Company uses the non-GAAP measure and why management believes it is meaningful to readers. The Company will also include disclosures as to the material limitations on the usefulness
of its free cash flow position.

(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.

 To the extent that the Company does present its
free cash flow position, it will provide disclosure which states 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.

 We note your comment to discuss in future filings the impact on liquidity and capital resources of the annual payments to the NLF, including the contribution of 65% of defined free cashflow. The Company’s future filings will include
such discussions as appropriate. In addition, the Company will include discussion of known trends, uncertainties, demands, commitments or events that are likely to have a material effect on liquidity or capital resources.

 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 controls issues you have identified.

 The Company will update Item 15 as follows:

 “We adopted Statement of Financial Accounting Standards No. 133,
Accounting for Derivative and Hedging Activities, as amended (“FAS 133”), for the accounting period commencing April 1, 2001. At the time of adoption, certain contracts were identified as being derivatives in accordance with
FAS 133. It was also noted as part of the FAS 133 implementation project that several of these derivatives may qualify for the Normal Purchase Normal Sale (“NPNS”) exemption allowed under FAS 133, provided that appropriate
contemporaneous documentational evidence existed as to both physical delivery and the election of NPNS itself.

 As part of the process of implementing Statement of Financial Accounting Standards No. 149, Accounting for Derivative and Hedging Activities
(“FAS 149”), for the year ended March 31, 2004 we conducted a broader review of our compliance with derivative accounting regulation and revised the application of the NPNS exemption rules against specific contracts. As a result of
this revision we determined that it was necessary to restate the results for 2002 and 2003.

 For the years ended March 31, 2002 and 2003, several contracts that met the requirements for derivative accounting under FAS 133 were not marked to market on the basis that we claimed they qualified for the NPNS
exemption. The contracts for which the NPNS exemption was taken in these two fiscal years include (1) Grid Trade Master Agreement (“GTMA”) contracts and (2) certain structured sales contracts. GTMA contracts are bilateral contracts
for the forward purchase and/or sale of electricity. GTMA contracts are industry standard contracts arising following the introduction of the New Electricity Trading Arrangements (“NETA”) market in England and Wales in March 2001.
During the period from April 2001 to March 2004, the number of GTMA contracts that were entered into in the market place increased significantly, and hence the number of contracts for which we were claiming the NPNS exemption increased
significantly.

 For the year ended March 31, 2004 we adopted
FAS 149. As part of that process, a broader review of our accounting for derivative contracts was undertaken. It was then concluded that all or a portion of the GTMA contracts on which we claimed the NPNS exemption do not go to physical delivery,
but rather are “booked-out” as we enter into offsetting GTMA contracts as the increase in GTMA activity in the market place meant that the volumes of electricity traded using GTMA contracts was in excess of the market capacity for the
physical flow of electricity. The documentation that we had in place was not sufficient to support the assertion of physical delivery that is required to claim NPNS as there was no distinction in our documentation between thos