Securities Act of 1933 - Rule 144

May 27, 2005

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, and noting that the shareholders of Bunzl ordinary shares, including ordinary shares represented by Bunzl ADRs (together "Bunzl Shares" and "Bunzl shareholders"), will receive a Shareholder Circular and Listing Particulars (each as defined in your letter) containing information substantially similar to that required in a proxy or information statement complying with the requirements of Regulation 14A or 14C under the Securities Exchange Act of 1934 ("Exchange Act"), and that ongoing information relating to Filtrona will be prepared in accordance with United Kingdom law and the rules of the London Stock Exchange, and will be further supplied in accordance with the requirements of Exchange Act Rule 12g3-2(b), the Division will not recommend enforcement action to the Commission if Bunzl, in reliance on your opinion as counsel that registration is not required, effects the distribution of the shares of Filtrona ("Filtrona Shares") in accordance with the Demerger and Distribution (each as defined in your letter) without registration under the Securities Act of 1933 ("Securities Act").

We are also of the view that the Filtrona Shares received by Bunzl shareholders in accordance with the Demerger and Distribution would not be "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act. However, sales of Filtrona Shares by Filtrona's affiliates would be subject to Securities Act Rule 144, except for the holding period requirement, absent registration or another appropriate exemption.

We grant your request for confidential treatment under Rule 200.81 for the shorter of 120 days from the date of this letter or until the information in this letter has been made public.

These positions are based on the representations made to the Division in your letter, and any different facts or conditions might require the Division to reach different conclusions. Furthermore, the responses regarding registration under the Securities Act express the Division's positions on enforcement action only and do not express any legal conclusions on the questions presented.

Sincerely,

Elliot B. Staffin
Special Counsel

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/bunzl052705.htm