SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~April~~May

SCOTTISH POWER PLC

(Translation of Registrant’s Name Into English)

CORPORATE OFFICE, 1 ATLANTIC QUAY, GLASGOW, G2 8SP

(Address of Principal Executive Offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F X Form 40-F

(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes No X

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .)

FORM 6-K: TABLE OF CONTENTS

1. Notification by Scottish Power plc, dated ~~April~~May 2530, 2007, of ~~Directorate~~B ~~Change~~Share Repurchase

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
                        FROM AUSTRALIA, CANADA OR JAPAN



                                                                   25                                                                     30 AprilMay 2007

SCOTTISH                               Scottish POWERPower PLCplc

                         Repurchase -Offer ANNOUNCEMENTfor OFB CHANGESShares

Further TOto THEthe BOARDannouncement made on 3 May 2007 in relation to the repurchase
offer (the "Second Repurchase Offer") to be made by Morgan Stanley Securities
TheLimited Board("Morgan Stanley") on behalf of Scottish Power plc (the"ScottishPower") for
ScottishPower's non-cumulative preference shares ("BoardB Shares"), ScottishPower
announces that itvalid haselections appointedto accept the Second Repurchase Offer were
Ignacioreceived Sanchezin Galanrelation to 5,315,091 JoseB LuisShares del(41 Valleper Doblado,cent. Joseof Luisthe Sanissued PedroB
GuerenabarrenaShares).

Morgan Stanley, Joseacting Sainzas Armadaagent for ScottishPower, Fernandohereby Beckermakes Zuazuathe Second
Repurchase Offer to purchase the 5,315,091 FranciscoB JavierShares in respect of which valid
Morraselections Zuazoto andaccept Josethe MiguelSecond AlcoleaRepurchase CantosOffer ashave Directorsbeen ofreceived Scottishin Poweran
on-market withtransaction on the terms set out in the letter to holders of B Shares
immediatedated effect3 May 2007.

 The Boardoffer hasis appointedto Ignaciopurchase SanchezB GalanShares asfor Chairman£3.60 each, free of all
dealing expenses and Josecommissions. LuisThose delB Shares purchased pursuant to the
ValleSecond DobladoRepurchase asOffer Chiefwill Executivebe Officercancelled.

ForCheques furtherand information:sales advice in respect of B Shares purchased under the Second
Repurchase Offer are expected to be dispatched on or about 5 June 2007 and
assured payments made through CREST on 5 June 2007.
Scottish
Any Powerqueries plc:in relation to the Second Repurchase Offer should be directed to
InvestorLloyds Relations:TSB Registrars on 0870 600 3999.


Enquiries:

ScottishPower

Investors

Peter Durman                                                                     +44 (0) 141 636 4527

Media Relations: 

Colin McSeveny                                                                    +44 (0) 141 636 4515

Cardew

Morgan Group.Stanley

Jon (PRBathard-Smith                                    +44 adviser20 7425 8000



Morgan Stanley is acting for ScottishPower in relation to Scottishthe PowerSecond plc):Repurchase
AnthonyOffer Cardew                                              +44described (0)in 20this 7930announcement 0777and no one else, and will not be
Rupertresponsible Pittman                                              +44to (0)any 20other 7930person 0777for providing the protections afforded to
clients of Morgan Stanley or for advising any other person in relation to the
Second Repurchase Offer.

The Second Repurchase Offer is not being made, directly or indirectly, in or
into Canada, Australia or Japan, and the Second Repurchase Offer cannot be
accepted from within Canada, Australia or Japan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		/s/ Scottish Power plc
		(Registrant)
Date: April 25, 2007	By:	/s/ Mrs Sheelagh Duffield
Date: May 30, 2007	By:	/s/ Mrs Sheelagh Duffield
		Mrs Sheelagh Duffield
		Company Secretary

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