SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

      August 3, 2005

Paul A. Binfield
Chief Financial Officer
Mayne Group Limited
Mayne Group House
390 St. Kilda Road
Melbourne, Victoria, 3004
Australia

Re:	Mayne Group Limited
	Form 20-F for Fiscal Year Ended December 31, 2004
	Filed November 9, 2004
	File Number 000-18892

Dear Mr. Binfield:

	We have limited our review of your filing to those issues we
have addressed in our comments.  In our comments we ask you to
provide us with information so we may better understand your
disclosure.

	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 telephone numbers
listed
at the end of this letter.

Statements of Cash Flows, page F-5

1. According to the statement of cash flows on page F-5 you
received
cash of $1.3 billion from the sale of the Faulding oral
pharmaceutical business.  Tell us how you accounted for this
business
upon acquisition for US GAAP and where it is included in the
disclosure of the purchase price allocation on page F-110.
Explain
how you accounted for the results of operations between the date
of
purchase and sale for US GAAP.  Further, tell us why these cash
proceeds are not included in Note 23(d) Disposal of
Entities/Business", page F-45, for 2002.

 (w) Business Combinations, page F-109

2. With regard to the purchase price allocation of Faulding, we do
not see any value allocated to the developed drugs and consumer
products you would have acquired.  Please explain how you valued
the
acquired developed drugs and products and where they appear in the
allocation. The value of the developed drugs would have a definite
life and require amortization over the estimated useful life.
Describe the nature of each business you acquired and what
consideration you gave to all specific identifiable intangible
assets
for each (customer lists, customer contracts, etc.).  In addition,
please tell us what is included in "Other non current assets" and
why
you believe further explanation is not necessary.  Explain why no
in-
process research and development was recognized.  Lastly, explain
why
you believe all the acquired brand names have an indefinite life.
Please address all issues in this comment on a US GAAP basis.

3. You disclose the acquisition of pharmaceutical and imaging
assets
for $298 million in 2004.  It appears that the majority of the
cost
was recognized as goodwill.  Provide to us the purchase price
allocation and explain the nature of the assets acquired on a US
GAAP
basis.  Goodwill is only recognized in a business combination
under
US GAAP.

Note 38. Major Differences between Australian GAAP and US GAAP,
pages
F-87 through F-116

4. The following items presented in your basic financial
statements
appear to contain differences than if presented in accordance with
US
GAAP.  We could not, however, identify the quantification and
inclusion of such US GAAP differences in your reconciliation to US
GAAP, or in your accompanying narrative footnotes.  For each item,
please describe and quantify the differences in Australia GAAP
versus
US GAAP accounting treatment and tell us how you addressed such US
GAAP differences in your reconciliations on pages F-114 to F-116:

* Note to Financial Statements No. 1 (n) - Capitalization of
Leased
Assets, page F11.  It appears leasehold amortization may be based
on
either (not shorter of) "the lease term, or over the expected life
of
the leased property".  Please tell us how this complies with
paragraph 5 (f) of SFAS 13.

* Note to Financial Statements No. 1 (l) - Intangibles, page F-10.
$15.4 million in Research and Development costs have been
capitalized
(see page F-29).  Please tell us how this complies with FAS 141
paragraph 51(b) and FAS 2.

* Note to Financial Statement No. 1 (l) - Brand Names And Licenses
And Operating Rights, page F-10.  Certain of the Acquired licenses
are not being amortized due to your inability to determine the
precise length of its useful life.  Please tell us how this
complies
with paragraph 12 of SFAS 142.

* Note to Financial Statements No. 1 (k) - Plantation Assets, page
F-
10.  We note you state that this asset has been recorded "At net
market value" of $1 million (see page F-27).  Please tell us how
this
complies with US GAAP.  Further, you state that $640 million of
this
asset`s value has been transferred to inventory during the fiscal
year ended June 30, 2004.  Unless net market value does not
materially exceed cost, tell us how this transaction does not
create
a material GAAP reconciliation difference with accounting
treatment
under US GAAP.

* Note to Financial Statements No. 14 - Property, Plant and
Equipment
- "Freehold land and buildings", page F-27.  We note you state
that
this asset is continually revalued at "Directors` valuation".  It
appears that you originally recorded a value of $667 million at
June
30, 2003 and that the asset was "written down" by $621 million
during
the year ended June 30, 2003 to a value of $110M at June 30, 2004.
Please tell us what Directors valuation means and how this series
of
transactions complies with US GAAP.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  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 include 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 your letter, 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 James Peklenk, Staff Accountant, at (202)
551-
3661, or Lisa Vanjoske, Assistant Chief Accountant, at (202) 551-
3614
if you have questions regarding comments on the financial
statements
and related matters.  In this regard, do not hesitate to contact
me
at (202) 551-3679.

      Sincerely,

      Jim B. Rosenberg
Senior Assistant Chief Accountant
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Paul A. Binfield
Mayne Group Limited
August 3, 2005
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