Schedule 13G



UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NDS Group plc
(Name of Issuer)
Series A Ordinary Shares, par value $0.01 per share

(Title of Class of Securities)

628891103

(CUSIP Number)
June 13, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Page 1 of 8 pages

CUSIP No. 628891103

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Henderson Group plc
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a)
(b)

SEC Use Only

Citizenship or Place of Organization

United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power
	6. Shared Voting Power	771,679
	7. Sole Dispositive Power
	8. Shared Dispositive Power	771,679

Aggregate Amount Beneficially Owned by Each Reporting Person

771,679

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

5.43%

12.	Type of Reporting Person (See Instructions)

	HC

Page 2 of 8 pages

CUSIP No. 628891103

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Henderson Global Investors (Holdings) plc
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a)
(b)

SEC Use Only

Citizenship or Place of Organization

United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power
	6. Shared Voting Power	771,679
	7. Sole Dispositive Power
	8. Shared Dispositive Power	771,679

Aggregate Amount Beneficially Owned by Each Reporting Person

771,679

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

5.43%

12.	Type of Reporting Person (See Instructions)

	HC

Page 3 of 8 pages

CUSIP No. 628891103

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Henderson Global Investors Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions)

(a)
(b)

SEC Use Only

Citizenship or Place of Organization

United Kingdom

Number of Shares Beneficially Owned by Each Reporting Person With:	5. Sole Voting Power
	6. Shared Voting Power	771,679
	7. Sole Dispositive Power
	8. Shared Dispositive Power	771,679

Aggregate Amount Beneficially Owned by Each Reporting Person

771,679

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented by Amount in Row (9)

5.43%

12.	Type of Reporting Person (See Instructions)

	IA

Page 4 of 8 pages

Item 1.

(a)	Name of Issuer
	NDS Group plc
(b)	Address of Issuer’s Principal Executive Offices
	One Heathrow Blvd., 286 Bath Rd. West Drayton, Middlesex, UK UB70DQ

Item 2.

(a)	Name of Persons Filing
	Henderson Group plc, Henderson Global Investors (Holdings) plc, Henderson Global Investors Limited
(b)	Address of Principal Business Office or, if none, Residence
	4 Broadgate, London EC2M 2DA

(c)	Citizenship
	United Kingdom
(d)	Title of Class of Securities
	Series A Ordinary Shares, par value $0.01 per share

(e)	CUSIP Number
	628891103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

The information in Items 1 and 5 through 11 on the cover pages of this Schedule 13G is incorporated herein by reference.

Henderson Global Investors (Holdings) plc (“Henderson Holdings”), a wholly-owned subsidiary of Henderson Group plc (“Henderson Group”), wholly owns Henderson Fund Management Plc, Henderson Investment Management Limited and Henderson Global Investors Limited (together, the “Managers”), each of whom may be deemed to be the beneficial owner of 771,679 Series A Ordinary Shares, of NDS Group plc (the “Company”) as a result of acting as investment manager to various investment companies (the “Funds”). Henderson Group, through its control of Henderson Holdings, and Henderson Holdings, through its control of the Managers, have shared power to vote and dispose of the Company’s shares held by the Funds.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

Page 5 of 8 pages

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the Company’s securities. None of the Funds had an interest in the Company’s securities that amounted to more than 5% of the total number of the Company’s outstanding securities.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

See Item 4 above.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Page 6 of 8 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	June 23, 2006
	Date
	HENDERSON GROUP PLC
	/s/ Brian Rowe
	Signature
	Brian Rowe/Global Head of Compliance
	Name/Title
	June 23, 2006
	Date
	HENDERSON GLOBAL INVESTORS (HOLDINGS) PLC
	/s/ Brian Rowe
	Signature
	Brian Rowe/Global Head of Compliance
	Name/Title
	June 23, 2006
	Date
	HENDERSON GLOBAL INVESTORS LIMITED
	/s/ Brian Rowe
	Signature
	Brian Rowe/Global Head of Compliance
	Name/Title

Page 7 of 8 pages

INDEX TO EXHIBITS

Exhibit No.	Exhibit
99.1	Joint Filing Agreement dated May 20, 2005, by and among Henderson Group plc, Henderson Global Investors (Holdings) plc and Henderson Global Investors Limited previously filed on June 2, 2005.

Page 8 of 8 pages