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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102).
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)
SHIRE PHARMACEUTICALS GROUP plc
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(Name of Issuer)
Ordinary Shares, nominal value 5p
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(Title of Class of Securities)
82481R106*
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(CUSIP Number)
September 29, 2000
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The CUSIP number provided is assigned the American
Depository Shares ("ADSs") representing the Ordinary Shares of
the Issuer. The positions reported by the Reporting Persons were
held in the form of ADSs.
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CUSIP No. 82481R106 SCHEDULE 13G Page 2 of 4
1 Name Of Reporting Person YAMANOUCHI PHARMACEUTICAL CO., LTD.
IRS Identification No. Of Above Person 13-2971791
2 Check The Appropriate Box If A Member Of A Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Japan
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power -0-
OWNED BY
EACH 7 Sole Dispositive Power -0-
REPORTING
PERSON WITH 8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned By Each
Reporting Person -0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares [ ]
11 Percent Of Class Represented By Amount In Row 9 -0-
12 Type Of Reporting Person HC
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CUSIP No. 82481R106 SCHEDULE 13G Page 3 of 4
1 Name Of Reporting Person YAMANOUCHI GROUP HOLDING, INC.
IRS Identification No. Of Above Person 94-3091443
2 Check The Appropriate Box If A Member Of A Group (a) [x]
(b) [ ]
3 SEC USE ONLY
4 Citizenship Or Place Of Organization Delaware
NUMBER OF 5 Sole Voting Power -0-
SHARES
BENEFICIALLY 6 Shared Voting Power -0-
OWNED BY EACH
REPORTING 7 Sole Dispositive Power -0-
PERSON WITH
8 Shared Dispositive Power -0-
9 Aggregate Amount Beneficially Owned By Each
Reporting Person -0-
10 Check Box If The Aggregate Amount In Row (9) Excludes
Certain Shares* [ ]
11 Percent Of Class Represented By Amount In Row 9 -0-
12 Type Of Reporting Person CO
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CUSIP No. 82481R106 SCHEDULE 13G Page 4 of 4
Item 4. Ownership.
On September 29, 2000, Yamanouchi Group Holding Inc.
("YGH") completed the sale of all of the 5,263,902 American
Depositary Shares ("ADSs") of Shire Pharmaceuticals Group plc
(representing 15,791,706 Ordinary Shares) that were previously
reported as being beneficially owned by YGH and its parent
corporation, Yamanouchi Pharmaceutical Co., LTD, ("YPCL").
Accordingly, YGH and YPCL no longer have any beneficial ownership
of ADSs or Ordinary Shares of Shire Pharmaceuticals Group plc.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than 5% of the class of securities, check the
following [x].
Signature
After reasonable inquiry and to the best of our knowledge
and belief, the undersigned certify that the information set
forth in this statement is true, complete and correct.
DATED: November 7, 2000.
YAMANOUCHI PHARMACEUTICAL CO., LTD.
By: /s/ Kaoru Kimura
__________________________
Name: Kaoru Kimura
Title: Managing Director
YAMANOUCHI GROUP HOLDING INC.
By: /s/ Kaoru Kimura
__________________________
Name: Kaoru Kimura
Title: Chief Executive Officer
