VIA FACSIMILE AND U.S. MAIL


August 16, 2005

Derrick A. Nicholson
Chief Financial Officer
Avecia Group plc.
P.O. Box 42, Hexagon House
Blackley, Manchester M9 8ZS
United Kingdom

	RE:	Form 20-F for the Fiscal Year Ended December 31, 2004
      Filed May 18, 2005
      File No. 333-11268

Dear Mr. Nicholson:

	We have reviewed your letter dated August 3, 2005 and have
the
following comments.  Where indicated, we think you should revise
your
disclosures 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.  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 phone numbers listed
below.

FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2004

General

1. Where a comment below requests additional disclosures or other
revisions, please show us in your response what the revisions will
look like.  These revisions may be included in your future
filings.
Some of our comments refer to US GAAP literature.  If your
accounting
under IFRS differs from your accounting under US GAAP, please also
show us the additional disclosures that will be included in your
US
GAAP reconciliation note.





Aggregate Contractual Arrangements, page 35

2. We have read your response to comment three from our letter
dated
July 5, 2005.  Please revise your table of contractual cash
obligations to include estimated variable interest obligations in
addition to fixed interest obligations.  Because the table is
aimed at
increasing transparency of cash flow, we believe these payments
should
be included in the table.  Please also disclose any assumptions
you
made to derive these amounts.  Please refer to note 46 of SEC
Release
33-8350.

Financial Statements

Note 24 - Contingent Liabilities and Contingent Assets, page 114

Environmental, page 114

3. We have read your response to comment 10 from our letter dated
July
5, 2005.  Please confirm that additional losses related to
environmental matters, in total and for each site individually,
are
not reasonably possible.  If not, please revise your discussion to
include each of the disclosures required by paragraph 10 of SFAS 5
and
question 2 in SAB Topic 5:Y.

*    *    *    *

		Please respond to these comments within 10 business
days, or
tell us when you will provide us with a response.  Please provide
us
with a response letter that keys your responses to our comments
and
provides any requested information.  Detailed letters greatly
facilitate our review.  Please file your response on EDGAR as a
correspondence file.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes 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 comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* 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 filing or in response
to
our comments on your filing.

      You may contact Ernest Greene, Staff Accountant, at (202)
551-
3733, or in his absence, Scott Watkinson, at (202) 551-3741, if
you
have questions regarding comments on the financial statements and
related matters.
								Sincerely,



								Rufus Decker
      							Accounting Branch Chief

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Mr. Derrick A. Nicholson
August 16, 2005
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE