SecProbe.io

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Mail Stop 3-8

								March 30, 2005

By Facsimile and U.S. Mail

Mr. Graham Hetherington
Chief Financial Officer
Allied Domecq PLC
The Pavilions, Bridgewater Road
Bedminster Down
Bristol, England  BS13 8AR

		RE:	Allied Domecq PLC
			Form 20-F for the year ended August 31, 2004
			Filed December 15, 2004

Dear Mr. Hetherington:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not 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 on 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 YEAR ENDED AUGUST 31, 2004

General
1. Where a comment below requests additional disclosures or other
revisions to be made, please include these disclosures and
revisions
in your future filings.  Where a comment relates to your
accounting
under US GAAP, your revisions should also include additional
disclosures in your US GAAP reconciliation footnote, to the extent
that your accounting under UK GAAP differs from your accounting
under
US GAAP.

Item 3.  Key Information, page 1
2. We note that you present trading profit before exceptional
items,
but not trading profit.  Please do so for all five years
presented.
See Item 3.A. of Form 20-F.

Item 5.  Operating and Financial Review and Prospects, page 34
Overview, page 35
3. Please disclose the implications of general economic,
demographic,
geographic, and industry conditions, such as recent health-food
trends, on your results of operations, liquidity and capital
resources.  Disclose any known trends or uncertainties in the
economy, industry, demographics, and geography that are reasonably
likely to have a material effect on your financial condition or
results of operations.    Please refer to SEC Release No. 33-8350.
4. Please consider presenting material opportunities, challenges
and
risks on which you are most focused for both the short and long
term.
Further, please consider disclosing your strategy and the actions
you
are taking to address these opportunities, challenges and risks.
For
example, you may want to provide insight in your overview with
respect to your focus on core brands, your focus on the US and
Asian
markets, as disclosed on page 45, and your focus on improving mix,
as
disclosed on page 53.  See SEC Release No. 33-8350.

Results of Operations, page 39
5. Throughout your discussion, please more clearly explain why, on
a
constant currency basis, trading profit increased by a greater
percentage than revenues.  For example, on page 40, on a
consolidated
basis, we note that net turnover on a constant currency basis
increased 4%, but that on page 41, adjusted trading profit on a
constant currency basis increased 11%.  Similarly, on page 44 and
49,
we note that the percentage growth or decline in net turnover was
outpaced by the percentage growth or decline in your trading
profit
measures.  In this regard, we would expect further discussion of
the
effect of price, product mix, and changes in other operating costs
on
your results of operations.

6. It is unclear how you calculate your gross profit and overheads
lines on page 42.  Neither amount is reflected on your profit and
loss account.  Accordingly, please disclose the following:
* The information required by Item 10(e)(i) of Regulation S-K with
respect to your overheads.
* A reconciliation of gross profit to the most directly comparable
GAAP measure on your profit and loss account or your reformatted
condensed UK GAAP income statement on page F-70.
* That your gross margins may not be comparable to others since
the
classification of distribution network-related costs and selling
costs vary among entities.
* On page F-70, the specific types of expenses that you include in
the cost of sales line item and the types of expenses that you
include in the selling, general and administrative expenses line
item.
7. Please disclose how you define the stores you include in your
same
store sales and same store sales growth measures.
8. We find your disclosures on taxation on page 51 confusing.
Please
discuss the reasons for changes in the amount of your taxation
line
as presented on your profit and loss account, as well as your
historical effective tax rate.  If you choose to include measures
such as taxation excluding tax on exceptional items but including
tax
on goodwill, please include the disclosures required by Item
10(e)(i)
of Regulation S-K.

Critical Accounting Policies, page 66
9. Please tell us why you do not believe the following are
critical
accounting policies:
* Accounting for maturing inventory - the significance of your
inventory on your balance sheet and your disclosures on page 16
regarding the forecasting of future consumption suggest that you
are
required to make assumptions about the net realizable value of
your
inventory that are highly uncertain and that different estimates
that
are reasonably likely to occur would have a material impact on
your
results of operation and financial condition.
* Depreciation of tangible assets - similarly, given the
materiality
of your tangible assets and the judgment involved in estimating
useful lives, we would expect this area to be a critical
accounting
policy.
10. We note that on page 56, you disclosed slowed consumer
spending
in Germany in 2003, but that key brands made good progress in
these
markets.  This disclosure appears inconsistent with the GBP69
million
impairment in 2004 of your Kuemmerling brand in Germany.  Please
explain in detail the timing of events that led to this impairment
charge in 2004, as opposed to in prior years.

In future filings, to the extent that your UK GAAP or US GAAP
goodwill and other intangible asset impairment tests have
identified
circumstances in which impairment is likely in a future period,
such
as declining headroom between the fair value and the carrying
value
of your reporting units, please disclose such circumstances in
your
operating and financial review and prospects.

Item 15.  Controls and Procedures, page 104
11. Please revise your disclosure regarding changes to internal
controls and procedures over financial reporting to identify "any
changes," not just "significant" changes that have materially
affected, or are reasonably likely to materially affect, your
internal controls and procedures over financial reporting.  See
paragraph (d) of Item 15 of Form 20-F.

Report of Independent Registered Public Accounting Firm, page F-2
12. Please tell us why your auditors do not include an explanatory
paragraph describing the nature of the restatement of the US GAAP
reconciliation.

Consolidated Profit and Loss Account, page F-3
13. We note that you segregate exceptional items using the three
column format in your profit and loss account.  Please revise your
disclosures as follows:
* Disclose the information required by paragraphs 3 and 4 of issue
8
addressed in the minutes to the November 25, 2003, AICPA
International Practices Task Force meeting.
* In note 31, please revise the order of minority interest and
share
of profit of associated undertaking in your UK GAAP profit and
loss
account prepared in accordance with Article 10 of Regulation S-X
to
conform to the order of the line items as presented in Article 5-
03
of Regulation S-X.
* In Item 5 of Form 20-F, please disclose:
o the information required by paragraph 6 of issue 8.
o the economic substance behind your decision to use such
measures;
o the material limitations associated with use of such measures as
compared to the use of amounts after exceptional items;
o the manner in which you compensate for these limitations when
using
such measures.
14. We note that your excise taxes are included in turnover, based
on
your disclosure on page F-10.  We also note that these taxes
exceed
1% of  turnover, based on your disclosure on page 37.  Please
disclose the amount of these excise taxes on the face of your
profit
and loss account parenthetically or otherwise.  See paragraph 1 of
Rule 5-03 of Regulation S-X.

Consolidated Statement of Total Recognised Gains and Losses, page
F-4
15. Please explain why your currency translation differences on
foreign currency net investments represent an increase to your
statement of total recognized gains and losses, despite the
weakening
of the US dollar and Mexican peso.

Consolidated Balance Sheet, page F-5
16. Please tell us whether you have any non-equity minority
interests.  If these non-equity minority interests represent the
preferred securities issued by a wholly-owned financing
subsidiary,
please tell us your basis for continuing to consolidated the
financing subsidiary subsequent to your adoption of FIN 46R.

Accounting Policies, page F-8
Basis of Consolidation, page F-9
17. If material, citing relevant accounting literature, please
tell
us how you account for your investment in Corby Distilleries
Limited,
as disclosed on page 92, under US GAAP.

Impairment Reviews, page F-10
18. Please revise your disclosures to clarify the following:
* Purchased brand intangibles are reviewed for impairment
annually,
as disclosed on page F-9.
* The nature of your impairment test for goodwill, other
intangible
fixed assets, and tangible fixed assets.  For example, you state
here
that your impairment loss represents the excess of the asset
carrying
value over its recoverable amount, which you estimate as the
discounted projected future operating cash flows from the income
generating unit.  However, on page 67, you specify that you
calculate
impairment of your brands as the excess of carrying value over
fair
value, which you estimate using a royalty rate model.
* We note that you recognized impairments in each of the last
three
years, based on your disclosures in note 6.  Please disclose the
nature and amount of the difference between your impairment losses
under UK GAAP and US GAAP in note 31.
* We note that you also reverse asset impairments, based on your
disclosure in note 6.  Please disclose your asset impairment
reversal
policy here.  Please also disclose the nature and amount of the
difference between UK GAAP and US GAAP with respect to asset
impairment reversals in note 31.

Turnover, page F-10
19. If material, please disclose when you recognize your slotting
fees in your profit and loss account under UK GAAP.  If you
capitalize these fees on your balance sheet, please disclose the
amounts capitalized and the method by which you amortize these
amounts to your profit and loss account.  To the extent that this
accounting differs under US GAAP, please disclose the nature and
amount of this difference in note 31.
20. Regarding your franchise arrangements:
* You state here that initial non-refundable franchise fees paid
by
franchisees are recognized upon substantial completion of the
services required by the license arrangement.  However, in note
31(m), you state that under UK GAAP, non-refundable franchise fees
are recognized upon signing the agreement.  Please clarify this
apparent inconsistency.
* To the extent material, please disclose the information required
by
paragraphs 20, 22, and 24 of SFAS No. 45.

Stocks, page F-11
21. If material, please disclose how you account for consideration
received from your vendors pursuant to EITF 02-16.  In this
regard,
please disclose how you classify vendor contributions and when you
recognize these contributions in your profit and loss account and
on
your balance sheet.  In addition, to the extent that vendor
contributions are not classified in cost of sales on page F-70,
please disclose the following:
* The amount of these contributions
* The line item in which they are classified
* How these arrangements differ from those that are recognized in
cost of sales.

Deferred Tax, page F-11
22. Please disclose whether you measure deferred taxes on a
discounted on undiscounted basis.  If so, please disclose the
nature
and amount of this difference in note 31.

Note 1.  Segmental and Geographical Analysis, page F-13

23. With respect to your disclosures of trading profit before
exceptional items and goodwill, please disclose in your notes to
your
financial statements the information required by paragraph 2 of
issue
8 addressed in the minutes to the November 25, 2003, AICPA
International Practices Task Force meeting.
24. Please tell us why you have included disclosure of assets
employed, in light of Item 10(e)(ii)(C) of Regulation S-K.  If you
rely on the note to Item 10(e) of Regulation S-K, please advise us
of
where this disclosure is required or expressly permitted under UK
GAAP.

Note 6.  Exceptional Items after Taxation, page F-24
25. Please separately disclose asset impairments from reversals of
asset impairments.  For example, in 2003, your table shows an
amount
of GBP2 million that appears to be net of asset impairment losses
from
the closure of the Dumbarton Distillery.

Note 8.  Taxation, page F-25
26. Please disclose the nature of the adjustment in respect of
prior
periods.  Please clarify for us whether these adjustments
represent a
change in estimate or a correction of an error.

Note 20.  Financial Instruments, page F-37
27. We note on page 36 that under UK GAAP, goodwill is held at the
group level, which suggests that it is recorded at historical
foreign
currency exchange rates.  Consequently, we would not expect such
goodwill to be subject to changes in foreign currency exchange
rates.
Please tell us your basis under UK GAAP for hedging the
translation
exposure of your foreign currency net assets, including goodwill,
by
holding offsetting liabilities.  In this regard, please help us
understand why you would not recognize in your profit and loss
account transaction gains and losses on foreign currency-
denominated
debt to the extent that the debt exceeds net assets, exclusive of
goodwill.

Please also confirm our understanding that under US GAAP, you
recognize all transaction gains / losses on foreign-denominated
debt
in your profit and loss account.

Note 21.  Share Capital, page F-41
28. Please clarify how you account for your share option plans
under
UK GAAP, including the significance of the classification of
options
as fixed or variable under UK GAAP.

Note 22.  Merger Reserve, page F-48

29. Please disclose how your merger reserve arose.

Note 25.  Reconciliation of Net Cash Inflow from Operating
Activities
to Free Cash Flow, page F-51
30. Please tell us why you have included disclosure of free cash
flow, in light of Item 10(e)(ii)(C) of Regulation S-K.  If you
rely
on the note to Item 10(e) of Regulation S-K, please advise us of
where this disclosure is required or expressly permitted under UK
GAAP.  See also paragraph XVII.C. of the issues addressed by the
AICPA International Practices Task Force from inception through
March
2003.

Note 31.  Differences between UK and US Generally Accepted
Accounting
Principles, page F-53
General
31. To the extent that the disclosures in this note are repeated
in
Item 5 of your Form 20-F, please make conforming changes for any
revisions to your disclosures based on the comments below.

a)  Brands, Goodwill, and Other Intangible Assets, page F-55
32. Please separately disclose the nature of the differences in
how
you account for impairment of goodwill and other intangible a