SECURITIES AND EXCHANGE COMMISSION

                                Washington, D.C.

                                   FORM U-33-S

               ANNUAL REPORT CONCERNING FOREIGN UTILITY COMPANIES




                        Filed under Section 33(e) of the

             Public Utility holding Company Act of 1935, as amended
                   For the Fiscal Year Ended March 31, 2002



              Filed pursuant to the Public Utility Holding Company

                                 Act of 1935 by

                               Scottish Power plc
                            (Name of filing Company)

                                 1 Atlantic Quay
                                 Glasgow G2 8SP
                                   Scotland UK



         Scottish Power plc, an entity organized in Scotland ("ScottishPower"),
hereby files with the Securities and Exchange Commission ("Commission"),
pursuant to section 33(e) of the Public Utility Holding Company Act of 1935
("Act") and Rule 57(b) of the implementing regulations thereunder, 17 C.F.R. ss.
250.57(b) (1996), this Annual Report Concerning Foreign Utility Companies
covering the preceding fiscal year ended March 31, 2002. ScottishPower is a
registered holding company that indirectly holds 100% of the voting securities
of PacifiCorp, a United States public utility company. ScottishPower is an
associate company of each of (1)Scottish Power UK plc ("SPUK") and(2)SP Manweb
plc ("Manweb"), each a foreign utility company.

         SPUK is a public limited company organized under the laws of Scotland.
SPUK's subsidiaries' activities span the generation, transmission, distribution,
trading and supply of electricity, and gas supply. ScottishPower owns 100% of
SPUK.

         ScottishPower acquired Manweb in 1995. Manweb is a public limited
company organized under the laws of England and Wales. Manweb is a regional
electricity company that engages in distribution of electricity in England and
Wales. Manweb is also a major supplier of natural gas in the United Kingdom but
neither owns nor operates natural gas distribution facilities. ScottishPower
owns 100% of Manweb.

         Each foreign utility company identified in this Form U-33-S derives no
part of its income, directly or indirectly, from the generation, transmission or
distribution of electric energy for sale (or the distribution at retail of
natural or manufactured gas for heat, light or power) within the United States.
None of the foreign utility companies identified in this Form U-33-S, nor any
subsidiary company of any of them, is or will be a public utility company
operating in the United States. 15 USCA ss.79z-5b(a)(3) (1997 Supp.).

Item 1
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A.   Name, location and business address of each foreign utility company:

        SPUK                       SP Manweb plc
        1 Atlantic Quay            Manweb House, Kingsfield Court,
        Glasgow G2 8SP             Chester Business Park, Wrexham Road
        Scotland UK                Chester, United Kingdom CH4 9RF

B.   Description of the facilities utilized for the generation, transmission
and distribution of electric energy for sale:

         (1) During 2001/02, the UK businesses were restructured in accordance
with the Utilities Act 2000, whereby the businesses owned by SPUK were
transferred to wholly owned subsidiary companies. SPUK subsidiaries own and
operate generation, transmission and distribution assets and serve approximately
1.9 million customers in Scotland and approximately 3.5 million customers across
Scotland, England and Wales. SPUK's major subsidiaries are organized into two
divisions. The UK Division comprises Scottish Power Generation Limited
("SPEGL"), ScottishPower Energy Trading Limited ("SPETL"), ScottishPower Energy
Trading (Agency) Limited ("SPETAL") and ScottishPower Energy Retail



Limited ("SPERL"). The Infrastructure Division comprises SP Distribution Limited
(SPDL"), SP Transmission Limited ("SPTL"), Manweb and SP Power Systems Limited
("SPPSL"). SPUK also has other subsidiary companies.

         SPEGL owns and operates generating stations. The company owns more than
4,500 MW of generation capacity, after taking into account contractual
obligations, consisting of coal, gas, hydro and wind power resources. The
company does not own any nuclear generating stations

         SPETL and SPETAL are responsible for energy trading operations. In
addition to the generation capacity referred to above, SPETL and SPETAL have
access to additional generation under contract. Medium and short-term
contractual arrangements are used to complete energy purchase requirements and
to sell generation output into the electricity market in Scotland and, through
the interconnectors, to England & Wales and Northern Ireland.

         SPERL is responsible for the sales and marketing of electricity, gas
and related products to customers within ScottishPower's and Manweb's respective
franchise areas and to the competitive market throughout the rest of the U.K.
SPERL sells energy to 3.5 million customers throughout Scotland, England & Wales
and manages the associated customer service, billing and income collection.

         The Infrastructure Division is responsible for the distribution and
transmission network in the ScottishPower franchise area and the distribution
network in the Manweb franchise area. It currently operates 65,590 kilometers of
underground cables and 50,043 kilometers of overhead lines.

         (2) Manweb is the regional electricity company in northwest England and
north Wales. Manweb serves approximately 1.4 million electricity customers.
Manweb covers 12,200 square kilometers in Merseyside, Cheshire and north and
mid-Wales

C.   Identification of system companies holding an interest in the FUCO(s):


         (1) SPUK is a direct, wholly-owned subsidiary of ScottishPower.

         (2) Manweb is a direct, wholly-owned subsidiary ScottishPower
Investment Limited ("SIL"). SIL, is a wholly-owned subsidiary of SPUK.

         For the fiscal year ended March 31, 2002, there was no debt or other
financial obligation of SPUK or Manweb for which there was recourse directly or
indirectly to PacifiCorp, nor was there any direct or indirect guarantee of any
security of SPUK or Manweb by PacifiCorp.

Item 3
------

     For the fiscal year ended March 31, 2002, there were no service, sales or
construction contracts between any of SPUK or Manweb on the one hand, and
PacifiCorp or ScottishPower on the other hand.



Exhibit A
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     Exhibit A sets forth an organizational chart showing the relationship of
each of the foreign utility companies described in this Form U-33-S to
ScottishPower as at March 31, 2002.

Signature
---------

     The undersigned company has duly caused this Annual Report to be signed on
its behalf by the undersigned officer thereunto duly authorized, pursuant to the
requirements of the Public Utility Holding Company Act of 1935. The signature of
the undersigned company shall be deemed to relate only to matters having
reference to such company or its subsidiaries.


Dated: August 15, 2002.

                                   Scottish Power plc

                                        /s/ David T. Nish
                                   By:  --------------------------
                                        David T. Nish
                                        Finance Director



                                  ScottishPower
                                   Form U-33-S
                                    Exhibit A
                                   Page 1 of 1

                                  ScottishPower
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                                      SPUK
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                                       SIL
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                                     Manweb