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Correspondence Letter

 Securities and Exchange Commission

 7th October [·], 2005

 Mr. Jim B. Rosenberg,

 Senior Assistant Chief Accountant,

 Securities and Exchange
Commission,

 450 Fifth Street, N.W.,

 Washington, D.C.
20549-0306.

Re:
Mayne Group Limited

 Form 20-F for the fiscal year ended June 30, 2004

 File No. 000-18892

 Dear
Mr. Rosenberg:

 We are in receipt of the letter from the staff of the
Securities and Exchange Commission (“SEC”), dated August 3, 2005, regarding our annual report on Form 20-F for the fiscal year ended June 30, 2004 (the “Form 20-F”). For your convenience, we have included the
staff’s comments below and have keyed our responses accordingly.

 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.

 Response 1

 At the time of making the offer to acquire FH Faulding & Co Ltd (“Faulding”), Mayne Group Limited (“Mayne”) had entered into a binding
arrangement with Alpharma Inc (“Alpharma”) under which Alpharma would acquire Faulding’s oral pharmaceutical business from Mayne contemporaneously with Mayne’s acquisition of Faulding. The arms length negotiated purchase price to
be paid by Alpharma for Faulding’s oral pharmaceutical business represented the fair value of these net assets.

 Due to the simultaneous acquisition and disposition of the Faulding oral pharmaceutical business, Mayne concluded that at no stage did it control or benefit from the
Faulding oral pharmaceutical business, and therefore the statement of financial performance for the 2002 fiscal year does not include any results of operations from the Faulding oral pharmaceutical business.

 When performing the acquisition accounting, the net assets of the Faulding oral
pharmaceutical business to be immediately transferred to Alpharma were recognized at their fair value, being the

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purchase price to be paid by Alpharma. No gain or loss was recognized on the sale of the Faulding oral pharmaceutical business. In the summary of the
purchase price allocation set out on page F-110, the fair value of the net assets of the Faulding oral pharmaceutical business, with the exception of goodwill, are substantially included in “other non-current assets” as set out in this
table.

 The disclosures relating to discontinued businesses set out on page
F-45 relate to those businesses that have been owned and operated by Mayne. In relation to the Faulding oral pharmaceutical business, for the reasons set out above it was not considered to be “operated” by Mayne and as such the proceeds
received from Alpharma were not included in this disclosure. The gross proceeds received were separately disclosed in the Statement of Cash Flows (page F-5).

 (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.

 Response 2

 At the time of Mayne’s acquisition of
Faulding, the operations of Faulding comprised a pharmacy distribution and retail support business (“Pharmacy”), a consumer products business (“Consumer”), an injectable pharmaceutical business (“Pharmaceuticals”) and
the Faulding oral pharmaceuticals business. As set out in Response 1, the net assets, including all intangible assets, associated with the Faulding oral pharmaceuticals business were simultaneously sold to Alpharma.

 “Other non-current assets” as disclosed on page F-110 primarily comprises the
Faulding oral pharmaceutical business that was sold to Alpharma (excluding goodwill attributable to this business).

 The remainder of this Response 2 pertains solely to the retained businesses.

 Description of businesses acquired

 Pharmacy

 Pharmacy is a wholesale distribution business servicing individual pharmacies and pharmacy groups throughout Australia. In addition to inventory distribution, Pharmacy provides a range of other professional services
to pharmacies including marketing and information technology support.

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 Consumer

 The Consumer business manufactures non-prescription health care products such as vitamins and dietary supplements for sale in pharmacies, supermarkets and specialty
health care shops. At the date of acquisition, the majority of Consumer’s products were manufactured at company owned dedicated facilities, with the remainder manufactured by external parties under market price agreements.

 Pharmaceuticals

 The Pharmaceuticals business comprises the manufacture and marketing of generic injectable pharmaceutical products following expiry of the
relevant patent for the branded product. The products manufactured by Pharmaceuticals were predominantly marketed to hospitals in Australia and Europe, either directly by Pharmaceuticals or through third party wholesalers via distributor agreements.

 Purchase price allocation

 Mayne performed the purchase price allocation in accordance with the requirements of FAS 141
“Business Combinations” (“FAS 141”), including consideration of the guidance in Appendix A relating to intangible assets. For the significant intangible assets acquired, Mayne obtained independent third party valuations in
order to determine the fair value of the respective assets. Other tangible assets were valued by either independent third party valuation expertise or internal management who are part of Mayne’s acquisition department and are considered by
Mayne to have sufficient expertise to value such assets.

 The most significant
intangible assets acquired in this transaction were the brandnames under which the Consumer and Pharmacy business trade.

 At acquisition date, the Consumer business manufactured and marketed between 1,000 and 1,200 individual products under a range of brandnames. Mayne assessed the nature of
the products marketed by Consumer and concluded that the value was attributable to the brandnames rather than the individual products. This assessment took into consideration the fact that the products were not subject to patent and also the ability
of other parties to replicate these non-prescription products. The acquisition of the Consumer business was undertaken to provide Mayne with manufacturing capacity, combined with recognized brandnames that would facilitate product distribution.
Mayne obtained independent third party valuations of the Consumer brandnames and assigned a value of AUD 87.7 million to these intangible assets. The brandnames in question are well known within the Australian market, and prior to the
acquisition Faulding had marketed products under these brandnames for several years. Taking into consideration the guidance in paragraph 11 of FAS 142 and Example 7 of Appendix A, Mayne assessed the useful life of these brandnames as indefinite as
there are no legal, regulatory, contractual, competitive, economic or other factors limiting the useful life of the brandnames. Additionally, the cash flow streams associated with the brandnames have been assessed and determined as indefinite.
Consequently, the brandnames have not been amortized but have been subject to an annual impairment assessment.

 As stated, the Consumer business sells to pharmacies and supermarkets throughout Australia. Due to the nature of the relationships with individual customers and the competitive environment within which Consumer
operates, no value was attributed to individual customer relationships.

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Additionally, no material contracts between Consumer and its pharmacy and supermarket customers existed at acquisition date and there was no contract
manufacturing for third party customers. Due to the industry within which it operates, the Consumer business does not conduct significant levels of research and development, and the level of “in-process research and development” was
insignificant at the time of acquisition of Faulding.

 Pharmacy owns certain
retail “pharmacy brands”, with individual independent pharmacies able to advertise under these brandnames subject to commercial agreements. These brandnames are well known in the Australian marketplace, and pharmacies have traded under
these brandnames for in excess of 20 years. These pharmacy brands were subject to an independent third party valuation at the time of acquisition and were assigned a value of AUD 11.6 million. Taking into consideration the guidance in paragraph 11
of FAS 142 and Example 7 of Appendix A, Mayne assessed the useful life of these brandnames as indefinite as there are no legal, regulatory, contractual, competitive, economic or other factors limiting the useful life of the brandnames. Additionally,
the cash flow streams associated with the brandnames have been assessed and determined as indefinite. Consequently, the brandnames have not been amortized but have been subject to an annual impairment assessment.

 Under Australian law, companies are not permitted to own pharmacies; these must be owned and
operated by licensed pharmacists. The industry is characterized by high volumes and low margins. At the time of acquisition of Faulding, Mayne considered the nature of the “customer relationships” existing within the Pharmacy business and,
taking into consideration the competitive nature of the industry, level of customer churn, impact of government legislation restricting the ability of the company to prevent customers from changing suppliers through contractual arrangements, and low
margins earned, concluded that the fair value of any customer relationships was not significant to the purchase price allocation or potential future amortization charge.

 By their nature, generic pharmaceutical companies conduct significantly less development activity than innovator companies, with any such
activity focused on developing a product with bioequivalence to a branded product that for which the patent is soon to expire. This results in a significantly lower level of “in-process research and development” (as defined in FAS 2
“Accounting for Research and Development Costs” (“FAS 2”) and interpreted by the AICPA Practice Aid relating to in-process research and development) being conducted at any one time compared to that conducted by innovator
companies. Additionally, at the time a generic product is launched there is often no patent protection available to the generic product and there is a significant erosion in the market price and profit margin for the particular product.

 At the date of acquisition, Mayne reviewed the projects currently being undertaken by
Pharmaceuticals to assess whether they would be considered as in-process research and development for US GAAP purposes. Mayne assessed the nature of these projects and concluded that the fair value was insignificant taking into consideration
the nature of the products (generic drugs without patent protection).

 When
performing the purchase price allocation for the Faulding acquisition, no value was attributed to individual developed injectables products as the value of individual products was considered insignificant due to the lack of protection and also the
ability of other companies to replicate the generic pharmaceuticals. The transaction was undertaken to enable Mayne to acquire manufacturing facilities (note that these were subject to independent valuations at the date of acquisition),
manufacturing know-how and expertise and global distribution capabilities.

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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.

 Response 3

These transactions were described as the acquisition of assets for Australian GAAP reporting purposes to distinguish them from transactions where Mayne acquired
separate legal entities. Australian GAAP does not currently distinguish between an acquisition of a business which is not held under a separate legal structure compared to one that is a grouping of assets for the purposes of recognizing goodwill.

 To assist with the structure of this Response 3, the nature of each
transaction and the consideration given to acquired assets has been set out separately, with a summary of the purchase price allocation provided in tabular form.

 NaPro Biotherapeutics Inc (“NaPro”) / Abbott Laboratories (“Abbott”)

 In the NaPro / Abbott transaction, Mayne acquired the global generic paclitaxel
manufacturing operations of NaPro and also acquired the rights to market and distribute this product throughout North America from Abbott. These two transactions were conditional (based on legal contractual provisions) on the successful completion
of each other and are viewed as a linked acquisition, with the combined consideration being AUD 164 million.

 The net assets acquired comprised inventory, plant and equipment, product patents and distribution rights, operating assets/liabilities and also included the relevant employee base.

 Emerging Issues Task Force Abstract EITF 98-3 “Determining Whether a Nonmonetary
Transaction Involves Receipt of Productive Assets or of a Business” provides guidance on determining when an acquisition of a group of assets is considered to be the acquisition of a business.

 The “acquisition of a business” criteria was considered to be satisfied in these
transactions for US GAAP purposes as Mayne acquired all the relevant inputs, processes and outputs that comprised the paclitaxel business.

 AiiPharma Inc (“AiiPharma”)

 At the end of April 2004 Mayne acquired a suite of perpetual product rights from AiiPharma for consideration of AUD 130 million.

 Under the terms of this transaction, Mayne acquired all rights (marketing, distribution etc)
in relation to these products and also acquired the intellectual property and manufacturing expertise related to the products.

 All of the products acquired in the transaction were FDA approved products that were previously being sold by AiiPharma.

 Due to the proximity of this transaction to the financial year end (30 June 2004), the
US GAAP purchase price allocation was not completed at the time of filing the Form 20-F, and the values

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assigned to the net assets represented Mayne’s best estimate of the respective fair values. This allocation resulted in the recognition of goodwill of
approximately AUD 126 million.

 The preliminary status of this purchase price
allocation was not disclosed on pa