SecProbe.io

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								December 21, 2005

Mr. Rudolph Harold Peter Markham
Financial Director, Chief Financial Officer
Unilever N.V.
WEENA 455,
3013 AL, Rotterdam, The Netherlands

	Re:	Unilever N.V.
		Form 20-F for the Fiscal Year Ended December 31, 2004
Filed March 24, 2005
		File No. 1-4547

		Unilever PLC
		Form 20-F for the Fiscal Year Ended December 31, 2004
Filed March 24, 2005
		File No. 1-4546

Dear Mr. Markham:

      We have reviewed your Forms 20-F for Unilever N.V. and
Unilever
PLC for the Fiscal Year Ended December 31, 2004 and have the
following comments.  We have limited our review of your filing to
those issues we have addressed in our comments.  Where indicated,
we
think you should revise your document 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.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Fiscal Year Ended December 31, 2004

General Information, page 2

1. Throughout your filing, you have disclosed numerous non-GAAP
measures, which do not appear to include the disclosures required
by
Item 10(e) of Regulation S-K.  We understand that Regulation S-K
permits the disclosure of certain financial measures that are
required or expressly permitted under U.K. GAAP.  However, it
appears
certain disclosures do not meet this provision.  For example, we
note
your disclosure of ungeared free cash flow, adjusted EBITDA
interest
cover and return on invested capital.  We have included specific
comments as it relates to certain of these measures below;
however,
in general, it appears the disclosures required by Item 10(e) of
Regulation S-K have not been provided.  Please revise your
document
to include the required disclosures for all non-GAAP financial
measures you have presented in your filing that are not required
or
expressly permitted under U.K. GAAP, not limited to those measures
identified above.  Please note such disclosures include, but are
not
limited to: 1) a discussion of how each measure is used by
management
and why management believes it is an important and useful measure
for
investors, 2) disclosure of the limitations of the non-GAAP
measure
as compared to the most directly comparable measure presented
under
GAAP and how management has overcome these limitations, 3) a
reconciliation of the non-GAAP financial measure to the most
directly
comparable GAAP measure, etc.  We may have further comments after
reviewing your response.

2. We note the discussion of return on invested capital and
ungeared
free cash flow on page 3.  Based on the definition of these
measures,
it appears you have adjusted these measures to eliminate certain
recurring items.  Please refer to Question 8 of the Frequently
Asked
Questions Regarding the Use of Non-GAAP Financial Measures as
issued
on June 13, 2003.  Tell us how you have met the burden of
demonstrating the usefulness of these measures that exclude
recurring
items.

3. We note your disclosure on page 3 that ungeared free cash flow
and
return on invested capital are "key measures of value creation,
used
to monitor progress towards [y]our long-term strategic
objectives".
However, this disclosure is not specific as to how the measures
are
used in this regard.  Please expand your disclosure to identify
specifically how these measures are used by management and why
they
are useful to investors.  Please also refer to Question 13 of the
Frequently Asked Questions issued on June 13, 2003 as it relates
to
ungeared free cash flow and tell us why you believe this measure
is
not prohibited under Item 10(e) and where you have disclosed the
information noted in this guidance.

Key performance measures, page 4

Ungeared Free Cash Flow, page 6

4. You have disclosed on page 3 that ungeared free cash flow is
not a
liquidity measure; however, you have reconciled this measure to
cash
flow from group operating activities.  If the measure is not used
for
liquidity purposes, cash flow from group operating activities does
not appear to be the most directly comparable GAAP measure.
Please
revise your reconciliation to appropriately reconcile this non-
GAAP
financial measure to the most directly comparable GAAP measure.

5. We have reviewed footnote (b) to the reconciliation table
regarding the adjustments to tax charges used in the
reconciliation.
The note states the ungeared free cash flow based on actual cash
paid
for taxes is more representative of the underlying trend.  Please
expand your disclosure to explain why this is true and identify
the
underlying trend you are referring to.  In your response, please
address these items in the context of how this measure is used by
management.

Adjusted EBITDA interest cover, page 6

6. You disclose adjusted EBITDA interest cover is a key measure in
managing your Treasury strategy.  Expand this disclosure to
address
specifically how you use this measure in this regard.
Additionally,
if used in your Treasury strategy, it appears adjusted EBITDA
interest cover is a measure of liquidity.  If so, it is
inappropriate
to reconcile this measure to a profit GAAP amount.  Please revise
your reconciliation to appropriately reconcile the non-GAAP
measure
to the most directly comparable GAAP measure.

7. We note your reconciliation includes a calculation of net
interest
cover (after effects of depreciation, amortisation, impairment and
other adjustments).  Please expand your disclosures to address the
difference between adjusted net interest cover based on adjusted
EBITDA and net interest cover.  Your revised disclosure should
include a discussion of how both measures are used by management
and
why they are important to investors.

Financial review, page 17

Finance and liquidity, page 22

8. Your liquidity disclosures note the key elements of your
financial
strategy continues to state an adjusted EBITDA net interest cover
of
greater than 8 is consistent with your strategy.  Please expand
your
disclosures to explain the basis for this statement.

Five-year Record, page 151

9. We note your disclosure of "Funds from operations after
interest
and tax over lease-adjusted net debt" as calculated using amounts
presented in accordance with U.K. GAAP on page 151.  We note a
description of its definition on page 149.  This ratio appears to
be
a non-GAAP measure and is required to be presented in accordance
with
Item 10(e) of Regulation S-K.  If so, please revise your filing to
provide all disclosures required by Item 10(e) or tell us why you
believe such disclosures are not required.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and 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 the filing;

* 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 Shannon Buskirk at (202) 551-3717 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

								Sincerely,

								April M. Sifford
								Branch Chief
Cc:	Mark I. Greene
	Cravath, Swaine & Moore LLP
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Mr. Markham
Unilever N.V.
Unilever PLC
December 21, 2005
Page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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